0001491487
false
00000
HK
0001491487
2023-09-06
2023-09-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September
6, 2023
TAKUNG
ART CO., LTD
(Exact
name of Registrant as specified in its charter)
Delaware |
|
001-38036 |
|
26-4731758 |
(State
or other jurisdiction
of
Incorporation) |
|
(Commission
File No.) |
|
(IRS
Employer
Identification
No.) |
Office
Q 11th Floor, Kings
Wing Plaza 2
No.
1 Kwan Street, Sha
Tin, New Territories, Hong Kong
(Address
of Principal Executive Offices)
Registrant’s
telephone number: +8613020144962
Room
709 Tower 2, Admiralty Centre,
18
Harcourt Road, Admiralty, Hong Kong
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
TKAT |
|
NYSE American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Amendment
to Amended and Restated Agreement and Plan of Merger
As
previously disclosed, on December 15, 2022, Takung Art Co., Ltd. (the “Company”) and NFT Limited (“NFT”),
a Cayman Islands exempted company and wholly owned subsidiary of the Company, entered into an amended and restated agreement and plan
of merger (the “Merger Agreement”), pursuant to which the Company shall merge with and into NFT, with NFT continuing
as the surviving entity (the “Redomicile”) effective on or around December 30, 2022 (the “Effective Time”).
On
September 5, 2023, the Company and NFT entered into an amendment to the Merger Agreement (the “Amendment”), pursuant
to which the Effective Time of the Redomicile was amended to be September 18, 2023 (the “New Effective Time”). On
September 6, 2023, a certificate of merger (the “Merger Certificate”) with the New Effective Time was filed and registered
with the Cayman Islands Registrar of Companies.
Item
3.03 Material Modification to Rights of Securities Holders.
Pursuant
to the Merger Agreement, as amended by the Amendment, the Company will consummate the Redomicile on the New Effective Time. As a result
of the Redomicile, the Company will merge with and into NFT, with NFT continuing as the surviving entity as a Cayman Islands exempted
company. The memorandum and articles of association of NFT (the “Memorandum and Articles of Association”) shall become
the governing instrument of the Company.
The
Redomicile was approved by shareholders holding the majority of the outstanding shares of common stock of the Company on May 25, 2023.
As
a result of the Redomicile, the Company’s CUSIP number was changed to G6363T107. The Redomicile did not result in any change in
the Company’s, headquarters, business, management, location of any of its offices or facilities, number of employees, assets, liabilities
or net worth. Management, including all directors and officers, remain the same as the management of the Company prior to the Redomicile
and will assume identical positions with the Company. The Company’s common stock registered in the name of shareholders or which
are beneficially owned through brokers will be converted into the right to receive an equal number of NFT’s Class A ordinary
shares and such shares will be registered in such shareholder’s name (or broker’s name, as applicable) in NFT’s register
of members upon completion of the merger, without any further action on the part of shareholders. If shareholders hold the Company’s
common stock in certificated form, such stock certificates may be exchanged for new NFT share certificates promptly following the merger.
All the Company stock certificates are requested to be returned to NFT’s transfer agent following the New Effective Time.
NFT’s
Class A ordinary shares will be traded on the NYSE American under the symbol “MI” starting on the opening of trading on the
New Effective Time.
On
the New Effective Time, NFT will qualify as a “Foreign Private Issuer” as defined under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Therefore, starting from the New Effective Time NFT will commence filing any required
filings with the Securities and Exchange Commission as a foreign private issuer.
As
a foreign private issuer, NFT is exempt from certain provisions applicable to United States public companies, including:
| ● | the
requirement to file quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the
sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations
with respect to a security registered under the Exchange Act; |
| ● | provisions
of Regulation FD aimed at preventing issuers from making selective disclosures of material
information; and |
| ● | the
sections of the Exchange Act requiring our insiders to file public reports of their stock
ownership and trading activities and establishing insider liability for profits realized
from any “short swing” trading transactions (i.e., a purchase and sale, or a
sale and purchase, of the issuer’s equity securities within less than six months). |
In
addition, as a foreign private issuer, NFT is permitted to follow certain home country corporate governance practices in lieu of certain
NYSE American requirements. For example, NFT may follow home country practice with regard to certain corporate governance requirements,
such as the composition of the board of directors and quorum requirements applicable to shareholders’ meetings.
The
foregoing description of the Amendment and Merger Certificate is not intended to be complete and is qualified in its entirety by reference
to the full text of the Amendment and Merger Certificate which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report
on Form 8-K (“Report”) and are incorporated herein by reference. The Memorandum and Articles of Association of NFT
is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 8, 2023
|
Takung Art Co., Ltd |
|
|
|
/s/
Kuangtao Wang |
|
Name: |
Kuangtao Wang |
|
Title: |
Chief Executive Officer |
3
Exhibit
2.1
Amendment
Agreement
to
Amended
and Restated Agreement and Plan of Merger
THIS
AMENDMENT AGREEMENT (the “Agreement”) dated as of 5 September 2023 made between Takung Art Co., Ltd., a Delaware corporation,
the registered office of which is at Office Q 11th Floor, Kings Wing Plaza 2, No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong
(“TKAT”) and NFT Limited, an exempted company incorporated under the laws of the Cayman Islands, the registered
office of which is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, and a wholly owned subsidiary
of TKAT (“NFT”). TKAT and NFT are sometimes together referred to herein as the “Constituent Entities.”
WHEREAS,
TKAT and NFT entered into a certain Agreement and Plan of Merger on November 1, 2022 (the “Original Agreement”)
as amended by the Amended and Restated Plan of Merger dated 15 December 2022 made between TKAT and NFT (the “Amended and Restated
Plan of Merger”) pursuant to which TKAT shall be subsumed and merged with and into NFT, and NFT shall be the surviving company;
WHEREAS,
the Constituent Entities desire to amend clause 1.4 (Effective Time) of the Amended and Restated Plan of Merger to confirm the desired
Effective Time of the Merger be 18 September 2023 in accordance with below;
WHEREAS,
all terms not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Plan of Merger;
NOW
THEREFORE, in consideration of the premises and of the agreements of the parties hereto contained in this Agreement, the parties
hereto agree as follows:
1.1 Effective
Time. Clause 1.4 of the Amended and Restated Plan of Merger shall be amended to provide that the Effective Time of the Merger shall
be 18 September 2023 or such other time that the parties hereto shall have agreed upon being not later than 90 days after the time and
date that this Agreement and the Amended and Restated Plan of Merger is registered with the Cayman Islands Registrar of Companies (the
“Effective Time”).
1.2 Governing
Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance
with the laws of the Cayman Islands without regard to the conflict of law principles thereof.
1.3 Entire
Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
1.4 No
Third Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies
hereunder.
1.5 Counterparts.
In order to facilitate the filing and recording of this Agreement, it may be executed in any number of counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of
the date first written above.
TAKUNG ART CO., LTD. |
|
a Delaware corporation |
|
|
|
|
By: |
/s/ Kuangtao
Wang |
|
|
Name:
|
Kuangtao
Wang |
|
|
Title:
|
Chief
Executive Officer |
|
|
|
|
NFT Limited |
|
a Cayman Islands exempt company |
|
|
|
|
By: |
/s/ Kuangtao
Wang |
|
|
Name: |
Kuangtao
Wang |
|
|
Title: |
Director |
|
Exhibit 2.2
Exhibit
3.1
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
Memorandum
of Association of
NFT
Limited
Grand
Cayman
Cayman
Islands
conyers.com
| Auth Code: D93453110974 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
THE
COMPANIES ACT (2022 REVISION)
EXEMPTED
COMPANY LIMITED BY SHARES
MEMORANDUM
OF ASSOCIATION
OF
NFT
Limited
| 1. | The
name of the Company is NFT Limited. |
| 2. | The
registered office of the Company shall be at the offices of Conyers Trust Company (Cayman)
Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. |
| 3. | Subject
to the following provisions of this Memorandum, the objects for which the Company is established
are unrestricted. |
| 4. | Subject
to the following provisions of this Memorandum, the Company shall have and be capable of
exercising all the functions of a natural person of full capacity irrespective of any question
of corporate benefit, as provided by Section 27(2) of the Companies Act. |
| 5. | Nothing
in this Memorandum shall permit the Company to carry on a business for which a licence is
required under the laws of the Cayman Islands unless duly licensed. |
| 6. | The
Company shall not trade in the Cayman Islands with any person, firm or corporation except
in furtherance of the business of the Company carried on outside the Cayman Islands; provided
that nothing in this clause shall be construed as to prevent the Company effecting and concluding
contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary
for the carrying on of its business outside the Cayman Islands. |
| 7. | The
liability of each member is limited to the amount from time to time unpaid on such member’s
shares. |
| 8. | The
share capital of the Company is US$50,000 divided into 450,000,000 Class A ordinary shares
of a nominal or par value of US$0.0001 each and 50,000,000 Class B ordinary shares of a nominal
or par value of US$0.0001 each. |
| 9. | The
Company may exercise the power contained in the Companies Act to deregister in the Cayman
Islands and be registered by way of continuation in another jurisdiction. |
We,
the undersigned, are desirous of being formed into a company pursuant to this Memorandum and the Companies Act, and we hereby agree to
take the numbers of shares set opposite our respective names below.
| 1 |
| |
| Auth Code: D93453110974 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
Dated this
30th day of September 2022 |
|
|
|
SIGNATURE, NAME, OCCUPATION
AND |
NUMBER OF SHARES |
ADDRESS OF SUBSCRIBER |
TAKEN BY SUBSCRIBER |
|
|
Charlotte Cloete, Manager |
One (1) |
|
|
Cricket Square, Hutchins
Drive, |
|
P.O. Box 2681 |
|
Grand Cayman KY1-1111 |
|
Cayman Islands |
|
|
|
/s/ Charlotte Cloete |
|
Charlotte Cloete |
|
|
|
|
|
/s/ Akeylah Bartlett |
|
Akeylah Bartlett |
|
Witness to the above signature |
|
| Address: | Cricket
Square, Hutchins Drive,
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands |
Occupation:
Onboarding Administrator
| 2 |
| |
| Auth Code: D93453110974 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
Articles
of Association of
NFT
Limited
Grand
Cayman
Cayman
Islands
conyers.com
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
TABLE
OF CONTENTS
interpretation |
1 |
1. |
Definitions |
1 |
2. |
share
capital |
7 |
3. |
share
rights |
8 |
4. |
variation
of rights |
9 |
5. |
POWER
TO ISSUE SHARES |
9 |
6. |
SHARE
CERTIFICATES |
11 |
7. |
alteration
of capital |
12 |
8. |
register
of members |
13 |
9. |
RECORD
DATES |
14 |
10. |
TRANSFER
OF SHARES |
15 |
11. |
transmission
of registered shares |
17 |
12. |
Listed
Shares |
18 |
13. |
untraceable
members |
18 |
14. |
general
meetings |
19 |
15. |
NOTICE
OF GENERAL MEETING |
20 |
16. |
PROCEEDINGS
AT GENERAL MEETINGS |
21 |
17. |
VOTING |
23 |
18. |
PROXIES |
26 |
19. |
CORPORATIONS
ACTING BY REPRESENTATIVES |
28 |
20. |
ACTING
BY WRITTEN RESOLUTIONS OF MEMBERS |
28 |
21. |
BOARD
OF DIRECTORS |
29 |
22. |
RETIREMENT
OF DIRECTORS |
30 |
23. |
DISQUALIFICATION
OF DIRECTORS |
31 |
24. |
alternate
DIRECTORS |
32 |
25. |
DIRECTORS’
FEES AND EXPENSES |
33 |
26. |
DIRECTORS’
INTERESTS |
34 |
27. |
GENERAL
POWERS OF THE DIRECTORS’ |
36 |
28. |
BORROWING
POWERS |
38 |
29. |
proceedings
of the directors |
39 |
30. |
COMMITTEES |
41 |
31. |
officers |
42 |
32. |
MINUTES |
43 |
33. |
SEAL |
43 |
34. |
destruction
of documents |
44 |
35. |
DIVIDENDS
AND OTHER PAYMENTS |
45 |
36. |
RESERVES |
51 |
37. |
CAPITALISATION |
52 |
38. |
ACCOUNTING
RECORDS |
52 |
39. |
FINANCIAL
YEAR END |
54 |
40. |
AUDIT |
54 |
41. |
NOTICES |
55 |
42. |
SIGNATURES |
57 |
43. |
WINDING
UP |
57 |
44. |
INDEMNITY |
58 |
45. |
AMENDMENT
TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY |
59 |
46. |
INFORMATION |
59 |
47. |
mergers
and CONSOLIDATIONS |
59 |
48. |
TRANSFERS
BY WAY OF CONTINUATION |
59 |
i | Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
ARTICLES
OF ASSOCIATION
OF
NFT
Limited
Table
A
The
regulations in Table A in the First Schedule to the Act (as defined below) do not apply to the Company.
interpretation
| 1.1. | In
these Articles, the following words and expressions shall, where not inconsistent with the
context, have the following meanings, respectively: |
Act |
the
Companies Act (As Revised) of the Cayman Islands; |
|
|
Affiliate |
means
with regard to a given Person, a Person that controls, is controlled by or is under common control with the given Person. For
purposes of this definition, except as otherwise expressly provided, when used with respect to any Person, “control”
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; |
|
|
Alternate
Director |
an alternate
director appointed in accordance with these Articles; |
|
|
Audit
Committee |
the
audit committee of the Company formed by the Board pursuant to Article 30.1 hereof, or any successor audit committee; |
| 1 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT Limited
Auditor |
the
independent auditor of the Company which shall be an internationally recognized firm of independent accountants; |
|
|
Articles |
these
Articles of Association as altered, supplemented, amended or substituted from time to time; |
|
|
Board |
the
board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Articles and acting
at a meeting of directors at which there is a quorum or by written resolution in accordance with these Articles; |
|
|
capital |
the
share capital from time to time of the Company; |
|
|
Class
A Ordinary Shares |
means
the Class A Ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company having the rights provided
for in these Articles; |
|
|
Class
B Ordinary Shares |
means
the Class B Ordinary shares of a nominal or par value of US$0.0001 each in the capital of the Company having the rights provided
for in these Articles; |
|
|
clear
days |
in relation
to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it
is given or on which it is to take effect; |
|
|
Company |
the
company for which these Articles are approved and confirmed; |
|
|
Compensation
Committee |
the
compensation committee of the Company formed by the Board pursuant to Article 30.1 hereof, or any successor audit committee; |
|
|
competent
regulatory |
a competent
regulatory authority in the territory; |
|
|
Conversion
Date |
means
the day on which that Conversion Notice is delivered; |
| 2 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
Conversion
Notice |
means
a written notice delivered to the Company (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares
elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 3; |
|
|
Conversion
Right |
means
the right of any holder of Class B Ordinary Shares, subject to the provisions of these Articles to convert all or any of its
Class B Ordinary Shares into Class A Ordinary Shares in its discretion; |
|
|
debenture
and debenture holder |
include
debenture stock and debenture stockholder respectively; |
|
|
Designated
Stock Exchange |
the
NYSE American; |
|
|
Director |
a director,
including a sole director, for the time being of the Company and shall include an Alternate Director; |
|
|
dollars
and $ |
dollars,
the legal currency of the United States of America; |
|
|
Exchange
Act |
the
United States Securities Exchange Act of 1934, as amended; |
|
|
Electronic,
Electronic Record and Electronic Signature |
as such
term is defined in the Electronic Transactions Act (As Revised); |
|
|
Electronic
Transactions Act |
means
the Electronic Transactions Act (As Revised) of the Cayman Islands. |
|
|
FINRA |
Financial
Industry Regulatory Authority; |
|
|
FINRA
Rules |
the
rules set forth by FINRA; |
|
|
head
office |
such
office of the Company as the Directors may from time to time determine to be the principal office of the Company; |
| 3 |
| |
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| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
Member |
the
person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered
as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all
of such persons, as the context so requires; |
|
|
Memorandum |
the
memorandum of association of the Company in their present form or as supplemented or amended or substituted from time to time; |
|
|
month |
calendar
month; |
|
|
Nomination
Committee |
the
nomination committee of the Company formed by the Board pursuant to Article 30.1 hereof, or any successor audit committee |
|
|
Notice |
written
notice as further provided in these Articles unless otherwise specifically stated; |
|
|
Office |
the
registered office of the Company for the time being; |
|
|
Officer |
any
person appointed by the Board to hold an office in the Company; |
|
|
ordinary
resolution |
a resolution
passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by a simple majority
of the votes cast, or a written resolution passed by the unanimous consent of all Members entitled to vote; |
|
|
paid-up |
paid-up
or credited as paid-up; |
|
|
Person |
means
an individual, a partnership, a company, an exempted company, a corporation, a limited liability company, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded
as a legal entity under applicable law, or any Governmental Authority or any department, agency or political subdivision thereof; |
| 4 |
| |
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| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
Register |
the
principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside
the Cayman Islands as the Board shall determine from time to time; |
|
|
Registration
Office |
in respect
of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect
of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of
title for such class of share capital are to be lodged for registration and are to be registered |
|
|
Register
of Directors and Officers |
the
register of directors and officers referred to in these Articles; |
|
|
Register
of Members |
the
register of members maintained by the Company in accordance with the Act; |
|
|
Seal |
the
common seal or any official or duplicate seal of the Company; |
|
|
SEC |
the
United States Securities and Exchange Commission; |
|
|
Secretary |
the
person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and
any person appointed by the Board to perform any of the duties of the Secretary; |
|
|
Share
and Shares |
a share
or shares of any class or series in the share capital of the Company and includes a fraction of a share; |
| 5 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
Special
Resolution |
(i) a
resolution passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in
person or by proxy at a general meeting of which notice specifying the intention to propose a resolution as
a special resolution has been duly given (and for the avoidance of doubt, unanimity qualifies as a majority);
or
(ii) a
written resolution passed by unanimous consent of all Members entitled to vote; |
|
|
Statutes |
the
Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company,
its Memorandum of Association and/or these Articles; |
|
|
written
resolution |
a resolution
passed in accordance with these Articles; and |
|
|
year |
calendar
year. |
| 1.2. | In
these Articles, where not inconsistent with the context: |
| (a) | words
denoting the plural number include the singular number and vice versa; |
| (b) | words
denoting the masculine gender include the feminine and neuter genders; |
| (c) | words
importing persons include companies, associations or bodies of persons whether corporate
or not; |
| (i) | “may”
shall be construed as permissive; and |
| (ii) | “shall”
shall be construed as imperative; |
| 6 |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| (e) | a
reference to statutory provision shall be deemed to include any amendment or re-enactment
thereof; |
| (f) | the
word “corporation” means corporation whether or not a company within the meaning
of the Act; and |
| (g) | unless
otherwise provided herein, words or expressions defined in the Act shall bear the same meaning
in these Articles. |
| 1.3. | In
these Articles expressions referring to writing or its cognates shall, unless the contrary
intention appears, include facsimile, printing, lithography, photography, electronic mail
and other modes of representing words in visible form. |
| 1.4. | Headings
used in these Articles are for convenience only and are not to be used or relied upon in
the construction hereof. |
| 1.5. | References
to a document being executed include references to it being executed under hand or under
seal or by Electronic Signature or by any other method and references to a notice or document
include a notice or document recorded or stored in any digital, electronic, electrical, magnetic
or other retrievable form or medium and information in visible form whether having physical
substance or not. |
| 2.1. | The
share capital of the Company at the date on which these Articles come into effect shall be
as stated in clause 8 of the Memorandum. |
| 2.2. | Subject
to the Act, the Company’s Memorandum and Articles of Association and, where applicable,
the rules of the Designated Stock Exchange and/or any competent regulatory authority, the
Company shall have the power to purchase or otherwise acquire its own shares and such power
shall be exercisable by the Board in such manner, upon such terms and subject to such conditions
as it in its absolute discretion thinks fit and any determination by the Board of the manner
of purchase shall be deemed authorised by these Articles for purposes of the Act. |
| 2.3. | No
share shall be issued to bearer. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 3.1. | Subject
to the provisions of the Act, the rules of the Designated Stock Exchange, the Company’s
Memorandum and Articles of Association and to any special rights conferred on the holders
of any shares or class of shares, and without prejudice to Article 5 hereof, the share capital
of the Company shall be divided into Class A Ordinary Shares and Class B Ordinary Shares
with the following rights and restrictions attaching: |
| 3.2. | Class
A Ordinary Shares. The Class A Ordinary Shares shall have the following rights: |
| (a) | be
entitled to one (1) vote per share and to receive notice of, attend at and vote as a Member
at any general meeting of the Company; |
| (b) | be
entitled to such dividends as the Board may from time to time declare; |
| (c) | in
the event of a winding-up or dissolution of the Company, whether voluntary or involuntary
or for the purpose of a reorganisation or otherwise or upon any distribution of capital,
after payment first of the nominal amount and any share premium paid up on the Class A Ordinary
Shares and after payment second of the nominal amount and any share premium paid up on any
other class of shares in issue, the remaining assets of the Company shall be distributed
pari passu to the holders of the Class A Ordinary Shares; and |
| (d) | generally
be entitled to enjoy all of the rights attaching to shares. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 3.3. | Class
B Ordinary Shares. The Class B Ordinary Shares shall have the following rights: |
| (a) | be
entitled to twenty (20) votes per share and to receive notice of, attend at and vote as a
Member at any general meeting of the Company; |
| (b) | be
entitled to such dividends as the Board may from time to time declare; |
| (c) | in
the event of a winding-up or dissolution of the Company, whether voluntary or involuntary
or for the purpose of a reorganisation or otherwise or upon any distribution of capital,
after payment first of the nominal amount and any share premium paid up on the Class B Ordinary
Shares and after payment second of the nominal amount and any share premium paid up on any
other class of shares in issue, the remaining assets of the Company shall be distributed
pari passu to the holders of the Class B Ordinary Shares; |
| (d) | generally
be entitled to enjoy all of the rights attaching to shares. |
| 4.1. | Subject
to the Act and without prejudice to Article 3, all or any of the special rights for the time
being attached to the shares or any class of shares may, unless otherwise provided by the
terms of issue of the shares of that class, from time to time (whether or not the Company
is being wound up) be varied, modified or abrogated with the sanction of a Special Resolution
passed at a separate general meeting of the holders of the shares of that class. To every
such separate general meeting all the provisions of these Articles relating to general meetings
of the Company shall, mutatis mutandis, apply, but so that: |
| (a) | the
necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall
be a person or persons or (in the case of a Member being a corporation) its duly authorized
representative together holding or representing by proxy not less than one third in nominal
value of the issued voting shares of that class; |
| (b) | every
holder of shares of the class shall be entitled on a poll to one vote for every such share
held by him; and |
| (c) | any
holder of shares of the class present in person or by proxy or authorised representative
may demand a poll. |
| 4.2. | The
special rights conferred upon the holders of any shares or class of shares shall not, unless
otherwise expressly provided in the rights attaching to or the terms of issue of such shares,
be deemed to be varied, modified or abrogated by the creation or issue of further shares
ranking pari passu therewith. |
| 5.1. | Subject
to the Act, these Articles and, where applicable, the rules of the Designated Stock Exchange
and without prejudice to any special rights or restrictions for the time being attached to
any shares or any class of shares, the unissued shares of the Company (whether forming part
of the original or any increased capital) shall be at the disposal of the Board, which may
offer, allot, grant options over or otherwise dispose of them to such persons, at such times
and for such consideration and upon such terms and conditions as the Board may in its absolute
discretion determine but so that no shares shall be issued at a discount, except in accordance
with the provisions of Act. In particular and without prejudice to the generality of the
foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time
to time the issuance of one or more classes or series of preferred shares and to fix the
designations, powers, preferences and relative, participating, optional and other rights,
if any, and the qualifications, limitations and restrictions thereof, if any, including,
without limitation, the number of shares constituting each such class or series, dividend
rights, conversion rights, redemption privileges, voting powers, full or limited or no voting
powers, and liquidation preferences, and to increase or decrease the size of any such class
or series (but not below the number of shares of any class or series of preferred shares
then outstanding) to the extent permitted by Act. Without limiting the generality of the
foregoing, the resolution or resolutions providing for the establishment of any class or
series of preferred shares may, to the extent permitted by law, provide that such class or
series shall be superior to, rank equally with or be junior to the preferred shares of any
other class or series. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 5.2. | Neither
the Company nor the Board shall be obliged, when making or granting any allotment of, offer
of, option over or disposal of shares, to make, or make available, any such allotment, offer,
option or shares to Members or others with registered addresses in any particular territory
or territories being a territory or territories where, in the absence of a registration statement
or other special formalities, this would or might, in the opinion of the Board, be unlawful
or impracticable. Members affected as a result of the foregoing sentence shall not be, or
be deemed to be, a separate class of members for any purpose whatsoever. |
| 5.3. | The
Board may issue options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive any class
of shares or securities in the capital of the Company on such terms as it may from time to
time determine. |
| 5.4. | The
Company may in connection with the issue of any shares exercise all powers of paying commission
and brokerage conferred or permitted by the Act. Subject to the Act, the commission may be
satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly
in one and partly in the other. |
| 5.5. | Except
as required by law, no person shall be recognised by the Company as holding any share upon
any trust and the Company shall not be bound by or required in any way to recognise (even
when having notice thereof) any equitable, contingent, future or partial interest in any
share or any fractional part of a share or (except only as otherwise provided by these Articles
or by law) any other rights in respect of any share except an absolute right to the entirety
thereof in the registered holder. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 5.6. | Subject
to the Act and these Articles, the Board may at any time after the allotment of shares but
before any person has been entered in the Register as the holder, recognise a renunciation
thereof by the allottee in favour of some other person and may accord to any allottee of
a share a right to effect such renunciation upon and subject to such terms and conditions
as the Board considers fit to impose |
| 6.1. | If
shares are issued in the form of a physical share certificate, every share certificate shall
be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall
specify the number and class and distinguishing numbers (if any) of the shares to which it
relates, and the amount paid up thereon and may otherwise be in such form as the Directors
may from time to time determine. No certificate shall be issued representing shares of more
than one class. The Board may by resolution determine, either generally or in any particular
case or cases, that any signatures on any such certificates (or certificates in respect of
other securities) need not be autographic but may be affixed to such certificates by some
mechanical means or may be printed thereon. Alternatively, shares may be issued via book
entry form evidenced by a Statement of Account duly maintained and recorded by the Company’s
transfer agent. |
| 6.2. | In
the case of a share held jointly by several persons, the Company shall not be bound to issue
more than one certificate therefor and delivery of a certificate to one of several joint
holders shall be sufficient delivery to all such holders. |
| 6.3. | Where
a share stands in the names of two or more persons, the person first named in the Register
shall as regards service of notices and, subject to the provisions of these Articles, all
or any other matters connected with the Company, except the transfer of the shares, be deemed
the sole holder thereof. |
| 6.4. | Every
person whose name is entered, upon an allotment of shares, as a Member in the Register shall
be entitled, upon payment of such fee as the Directors may from time to time determine, to
receive one certificate for all such shares of any one class or several certificates each
for one or more of such shares of such class upon payment for every certificate of such fee
as the Directors may from time to time determine. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 6.5. | Where
applicable, share certificates shall be issued within the relevant time limit as prescribed
by the Act or as the Designated Stock Exchange may from time to time determine, whichever
is the shorter, after allotment or, except in the case of a transfer which the Company is
for the time being entitled to refuse to register and does not register, after lodgment of
a transfer with the Company. |
| 6.6. | Upon
every transfer of shares the certificate (if any) held by the transferor shall be given up
to be cancelled, and shall forthwith be cancelled accordingly, and, subject to Article 6.4,
a new certificate shall be issued to the transferee in respect of the shares transferred
to him. If any of the shares included in the certificate so given up shall be retained by
the transferor a new certificate for the balance shall be issued to him at the aforesaid
fee payable by the transferor to the Company in respect thereof. |
| 6.7. | If
a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed
a new certificate representing the same shares may be issued to the relevant Member upon
request and on payment of such fee as the Company may determine and, subject to compliance
with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable
out of pocket expenses of the Company in investigating such evidence and preparing such indemnity
as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate
to the Company provided always that where share warrants have been issued, no new share warrant
shall be issued to replace one that has been lost unless the Board has determined that the
original has been destroyed. |
| 7.1. | Subject
to the Act, the Company may from time to time by ordinary resolution alter the conditions
of its Memorandum of Association to: |
| (a) | increase
its capital by such sum, to be divided into shares of such amounts, as the resolution shall
prescribe; |
| (b) | consolidate
and divide all or any of its share capital into shares of larger amount than its existing
shares; |
| (c) | without
prejudice to the powers of the Board under Article 5, divide its shares into several classes
and without prejudice to any special rights previously conferred on the holders of existing
shares attach thereto respectively any preferential, deferred, qualified or special rights,
privileges, conditions or such restrictions which in the absence of any such determination
by the Company in general meeting, as the Directors may determine provided always that, for
the avoidance of doubt, where a class of shares has been authorized by the Company no resolution
of the Company in general meeting is required for the issuance of shares of that class and
the Directors may issue shares of that class and determine such rights, privileges, conditions
or restrictions attaching thereto as aforesaid, and further provided that where the Company
issues shares which do not carry voting rights, the words “non voting” shall
appear in the designation of such shares and where the equity capital includes shares with
different voting rights, the designation of each class of shares, other than those with the
most favourable voting rights, must include the words “restricted voting” or
“limited voting”; |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| (d) | subdivide
its shares, or any of them, into shares of smaller amount than is fixed by the Company’s
Memorandum of Association (subject, nevertheless, to the Act), and may by such resolution
determine that, as between the holders of the shares resulting from such subdivision, one
or more of the shares may have any such preferred, deferred or other rights or be subject
to any such restrictions as compared with the other or others as the Company has power to
attach to unissued or new shares; and |
| (e) | cancel
any shares which, at the date of the passing of the resolution, have not been taken, or agreed
to be taken, by any person, and diminish the amount of its capital by the amount of the shares
so cancelled or, in the case of shares, without par value, diminish the number of shares
into which its capital is divided. |
| 7.2. | The
Board may settle as it considers expedient any difficulty which arises in relation to any
consolidation and division under the last preceding Article and in particular but without
prejudice to the generality of the foregoing may issue certificates in respect of fractions
of shares or arrange for the sale of the shares representing fractions and the distribution
of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion
amongst the Members who would have been entitled to the fractions, and for this purpose the
Board may authorise some person to transfer the shares representing fractions to their purchaser
or resolve that such net proceeds be paid to the Company for the Company’s benefit.
Such purchaser will not be bound to see to the application of the purchase money nor will
his title to the shares be affected by any irregularity or invalidity in the proceedings
relating to the sale. |
| 7.3. | The
Company may from time to time by Special Resolution, subject to any confirmation or consent
required by the Act, reduce its share capital or any capital redemption reserve or other
undistributable reserve in any manner permitted by law. |
| 7.4. | Except
so far as otherwise provided by the conditions of issue, or by these Articles, any capital
raised by the creation of new shares shall be treated as if it formed part of the original
capital of the Company, and such shares shall be subject to the provisions contained in these
Articles |
| 8.1. | The
Company shall cause to be kept in one or more books a Register of Members which may be kept
in or outside the Cayman Islands at such place as the Board shall appoint and shall enter
therein the following particulars: |
| (a) | the
name and address of each Member, the number, and (where appropriate) the class of shares
held by such Member and the amount paid or agreed to be considered as paid on such shares; |
| (b) | whether
the shares held by a Member carry voting rights under the Articles and, if so, whether such
voting rights are conditional; |
| (c) | the
date on which each person was entered in the Register of Members; and |
| (d) | the
date on which any person ceased to be a Member. |
| 8.2. | The
Company may cause to be kept in any country or territory one or more branch registers of
such category or categories of members as the Board may determine from time to time and any
branch register shall be deemed to be part of the Company’s Register of Members. |
| 8.3. | Any
register maintained by the Company in respect of listed shares may be kept by recording the
particulars set out in Article 8.1 in a form otherwise than legible if such recording otherwise
complies with the laws applicable to and the rules and regulations of the relevant approved
stock exchange. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 8.4. | The
Register and branch register of Members, as the case may be, shall be open to inspection
for such times and on such days as the Board shall determine by Members without charge or
by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board,
at the Office or Registration Office or such other place at which the Register is kept in
accordance with the Act. The Register including any overseas or local or other branch register
of Members may, subject to compliance with any notice requirement of the Designated Stock
Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30)
days in each year as the Board may determine and either generally or in respect of any class
of shares. |
| 9.1. | For
the purpose of determining the Members entitled to notice of or to vote at any general meeting,
or any adjournment thereof, or entitled to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of shares or for the purpose of any other lawful action, the Board may fix, in
advance, a date as the record date for any such determination of Members, which date shall
not be more than sixty (60) days nor less than ten (10) days before the date of such meeting,
nor more than sixty (60) days prior to any other such action. |
| 9.2. | If
the Board does not fix a record date for any general meeting, the record date for determining
the Members entitled to a notice of or to vote at such meeting shall be at the close of business
on the day next preceding the day on which notice is given, or, if in accordance with these
Articles notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. If corporate action without a general meeting is to be taken,
the record date for determining the Members entitled to express consent to such corporate
action in writing, when no prior action by the Board is necessary, shall be the first date
on which a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Company by delivery to its head office. The record date for determining
the Members for any other purpose shall be at the close of business on the day on which the
Board adopts the resolution relating thereto. |
| 9.3. | A
determination of the Members of record entitled to notice of or to vote at a meeting of the
Members shall apply to any adjournment of the meeting; provided, however, that the Board
may fix a new record date for the adjourned meeting. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 10.1. | Subject
to these Articles and the requirements of the Designated Stock Exchange, any Member may transfer
all or any of his shares by an instrument of transfer in the usual or common form or in a
form prescribed by the Designated Stock Exchange or in any other form approved by the Board
and may be under hand or, if the transferor or transferee is a clearing house or a central
depository house or its nominee(s), by hand or by machine imprinted signature or by Electronic
Signature or by such other manner of execution as the Board may approve from time to time. |
| 10.2. | The
instrument of transfer shall be executed by or on behalf of the transferor and the transferee
provided that the Board may dispense with the execution of the instrument of transfer by
the transferee in any case which it thinks fit in its discretion to do so. Without prejudice
to the last preceding Article, the Board may also resolve, either generally or in any particular
case, upon request by either the transferor or transferee, to accept mechanically executed
transfers. The transferor shall be deemed to remain the holder of the share until the name
of the transferee is entered in the Register in respect thereof. Nothing in these Articles
shall preclude the Board from recognising a renunciation of the allotment or provisional
allotment of any share by the allottee in favour of some other person. |
| 10.3. | The
Board may, in its absolute discretion, and without giving any reason therefor, refuse to
register a transfer of any share made in accordance with Article 10.2 but only where such
share is not a fully paid up share (and being transferred to a person of whom it does not
approve), or any share issued under any share incentive scheme for employees or pursuant
to any other agreement, contract or other such arrangement, upon which a restriction on transfer
imposed thereby still subsists, and it may also, without prejudice to the foregoing generality,
refuse to register a transfer of any share to more than four joint holders. |
| 10.4. | The
Board in so far as permitted by any applicable law may, in its absolute discretion, at any
time and from time to time transfer any share upon the Register to any branch register or
any share on any branch register to the Register or any other branch register. In the event
of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting
the transfer unless the Board otherwise determines. |
| 10.5. | Unless
the Board otherwise agrees (which agreement may be on such terms and subject to such conditions
as the Board in its absolute discretion may from time to time determine, and which agreement
the Board shall, without giving any reason therefore, be entitled in its absolute discretion
to give or withhold), no shares upon the Register shall be transferred to any branch register
nor shall shares on any branch register be transferred to the Register or any other branch
register and all transfers and other documents of title shall be lodged for registration,
and registered, in the case of any shares on a branch register, at the relevant Registration
Office, and, in the case of any shares on the Register, at the Office or such other place
at which the Register is kept in accordance with the Act. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 10.6. | Without
limiting the generality of the last preceding Article, the Board may decline to recognise
any instrument of transfer unless: |
| (a) | a
fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such
lesser sum as the Board may from time to time require is paid to the Company in respect thereof; |
| (b) | the
instrument of transfer is in respect of only one class of share; |
| (c) | the
instrument of transfer is lodged at the Office or such other place at which the Register
is kept in accordance with the Act or the Registration Office (as the case may be) accompanied
by the relevant share certificate(s) and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer (and, if the instrument
of transfer is executed by some other person on his behalf, the authority of that person
so to do); |
| (d) | if
applicable, the instrument of transfer is duly and properly stamped; and |
| (e) | the
transfer is not to more than four joint holders; |
| 10.7. | If
the Board refuses to register a transfer of any share, it shall, within one month after the
date on which the transfer was lodged with the Company, send to each of the transferor and
transferee notice of the refusal. |
| 10.8. | The
registration of transfers of shares or of any class of shares may, on fourteen (14) days’
calendar notice being given by advertisement in such one or more newspapers or by electronic
means, be suspended and the register closed at such times and for such periods as the Board
may from time to time determine, provided, however, that the registration of transfers shall
not be suspended nor the register closed for more than thirty (30) calendar days in any year. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 11. | transmission
of registered shares |
| 11.1. | In
the case of the death of a Member, the survivor or survivors where the deceased Member was
a joint holder, and the legal personal representatives of the deceased Member where the deceased
Member was a sole holder, shall be the only persons recognised by the Company as having any
title to the deceased Member’s interest in the shares. Nothing herein contained shall
release the estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by such deceased Member with other persons. Subject to the provisions
of Section 39 of the Act, for the purpose of this Article, legal personal representative
means the executor or administrator of a deceased Member or such other person as the Board
may, in its absolute discretion, decide as being properly authorised to deal with the shares
of a deceased Member. |
| 11.2. | Any
person becoming entitled to a share in consequence of the death or bankruptcy of any Member
may be registered as a Member upon such evidence as the Board may deem sufficient or may
elect to nominate some person to be registered as a transferee of such share. If he elects
to become the holder he shall notify the Company in writing either at the Registration Office
or Office, as the case may be, to that effect. If he elects to have another person registered
he shall execute a transfer of the share in favour of that person. The provisions of these
Articles relating to the transfer and registration of transfers of shares shall apply to
such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not
occurred and the notice or transfer were a transfer signed by such Member. |
| 11.3. | A
person becoming entitled to a share by reason of the death or bankruptcy or winding-up of
a Member shall be entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share. However, the Board may, if it thinks
fit, withhold the payment of any dividend payable or other advantages in respect of such
share until such person shall become the registered holder of the share or shall have effectually
transferred such share, but, subject to the requirements of Article 17.12 being met, such
a person may vote at meetings. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 12.1. | Notwithstanding
anything to the contrary in these Articles, shares that are listed or admitted to trading
on an approved stock exchange may be evidenced and transferred in accordance with the rules
and regulations of such exchange. |
| 13.1. | Without
prejudice to the rights of the Company under Article 13.2, the Company may cease sending
cheques for dividend entitlements or dividend warrants by post if such cheques or warrants
have been left uncashed on two consecutive occasions. However, the Company may exercise the
power to cease sending cheques for dividend entitlements or dividend warrants after the first
occasion on which such a cheque or warrant is returned undelivered. |
| 13.2. | The
Company shall have the power to sell, in such manner as the Board thinks fit, any shares
of a Member who is untraceable, but no such sale shall be made unless: |
| (a) | all
cheques or warrants in respect of dividends of the shares in question, being not less than
three in total number, for any sum payable in cash to the holder of such shares in respect
of them sent during the relevant period in the manner authorised by the Articles have remained
uncashed; |
| (b) | so
far as it is aware at the end of the relevant period, the Company has not at any time during
the relevant period received any indication of the existence of the Member who is the holder
of such shares or of a person entitled to such shares by death, bankruptcy or operation of
law; and |
| (c) | the
Company, if so required by the rules governing the listing of shares on the Designated Stock
Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance
with the requirements of, the Designated Stock Exchange of its intention to sell such shares
in the manner required by the Designated Stock Exchange, and a period of three (3) months
or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since
the date of such advertisement. |
For
the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication
of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 13.3. | To
give effect to any such sale the Board may authorise some person to transfer the said shares
and an instrument of transfer signed or otherwise executed by or on behalf of such person
shall be as effective as if it had been executed by the registered holder or the person entitled
by transmission to such shares, and the purchaser shall not be bound to see to the application
of the purchase money nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong
to the Company and upon receipt by the Company of such net proceeds it shall become indebted
to the former Member for an amount equal to such net proceeds. No trust shall be created
in respect of such debt and no interest shall be payable in respect of it and the Company
shall not be required to account for any money earned from the net proceeds which may be
employed in the business of the Company or as it thinks fit. Any sale under this Article
13 shall be valid and effective notwithstanding that the Member holding the shares sold is
dead, bankrupt or otherwise under any legal disability or incapacity. |
| 14.1. | An
annual general meeting of the Company shall be held in each year other than the year in which
these Articles were adopted at such time and place as may be determined by the Board. |
| 14.2. | Each
general meeting, other than an annual general meeting, shall be called an extraordinary general
meeting. Extraordinary general meetings may be held at such times and in any location in
the world as may be determined by the Board. To the extent that Members hold in aggregate
less than thirty percent (30%) of the outstanding voting shares in the Company, they cannot: |
| (a) | Call
general meetings or annual general meetings; and |
| (b) | Include
matters for consideration at shareholder meetings. |
| 14.3. | Only
a majority of the Board may call extraordinary general meetings, which extraordinary general
meetings shall be held at such times and locations (as permitted hereby) as such person or
persons shall determine. |
| 14.4. | The
Board shall, on the requisition of Members holding at the date of the deposit of the requisition
not less than one-tenth of such of the paid-up share capital of the Company as at the date
of the deposit carries the right to vote at general meetings, forthwith proceed to convene
an extraordinary general meeting. To be effective the requisition shall state the objects
of the meeting, shall be in writing, signed by the requisitionists, and shall be deposited
at the registered office. The requisition may consist of several documents in like form each
signed by one or more requisitionists. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 14.5. | If
the Board does not, within twenty-one days from the date of the requisition, duly proceed
to call an extraordinary general meeting, the requisitionists, or any of them representing
more than one half of the total voting rights of all of them, may themselves convene an extraordinary
general meeting; but any meeting so called shall not be held more than ninety days after
the requisition. An extraordinary general meeting called by requisitionists shall be called
in the same manner, as nearly as possible, as that in which general meetings are to be called
by the Board. |
| 15. | NOTICE
OF GENERAL MEETING |
| 15.1. | Any
general meeting (whether an annual general meeting or an extraordinary general meeting) may
be called by not less than (i) ten (10) clear days’ Notice in the case of an annual
general meeting or (ii) fourteen (14) clear days’ Notice in the case of an extraordinary
general meeting, save that any such annual or extraordinary general meeting may be called
by shorter notice, subject to the Act, if it is so agreed: |
| (a) | in
the case of a meeting called as an annual general meeting, by all the Members entitled to
attend and vote thereat; and |
| (b) | in
the case of any other meeting, by a majority in number of the Members having the right to
attend and vote at the meeting, being a majority together holding not less than ninety five
per cent. (95%) in nominal value of the issued shares giving that right. |
| 15.2. | The
Notice shall specify the time and place of the meeting and, in the case of special business,
the general nature of the business to be conducted and further, in the case of any matter
for which approval by Special Resolution shall be required, the intention to propose such
a Special Resolution. The Notice convening an annual general meeting shall specify the meeting
as such. Notice of every general meeting shall be given to all Members other than to such
Members as, under the provisions of these Articles or the terms of issue of the shares they
hold, are not entitled to receive such notices from the Company, to all persons entitled
to a share in consequence of the death or bankruptcy or winding up of a Member and to each
of the Directors and the Auditors. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 15.3. | A
Member may give notice to the Company of business proposed to be brought before an annual
general meeting provided that such notice of proposal of business must be delivered to, or
mailed and received at the principal executive offices of the Company not less than ninety
(90) days and not more than one hundred and twenty (120) days prior to the one-year anniversary
of the preceding year’s annual general meeting; provided, however, that if the date
of the annual general meeting is more than thirty (30) days before or more than sixty (60)
days after such anniversary date, such notice by the Member, to be timely, must be so delivered,
or so mailed and received, not later than the ninetieth (90th) day prior to such annual general
meeting or, if later, the tenth (10th) day following the day on which “public disclosure”
of the date of such meeting was first made by the Company (such notice within such time periods,
“Timely Notice”). In no event shall any adjournment or postponement of an annual
general meeting, or the announcement thereof, commence a new time period (or extend any time
period) for the giving of Timely Notice as described above. For purposes of these Articles,
“public disclosure” shall mean disclosure in a press release reported by a national
news service or in a document publicly filed by the Company with the SEC pursuant to Sections
13, 14 or 15(d) of the Exchange Act or publicly filed according to applicable law. |
| 15.4. | The
accidental omission to give Notice of a meeting or (in cases where instruments of proxy are
sent out with the Notice) to send such instrument of proxy to, or the non receipt of such
Notice or such instrument of proxy by, any person entitled to receive such Notice shall not
invalidate any resolution passed or the proceedings at that meeting. |
| 16. | PROCEEDINGS
AT GENERAL MEETINGS |
| 16.1. | All
business shall be deemed special that is transacted at an extraordinary general meeting,
and also all business that is transacted at an annual general meeting, with the exception
of: |
| (a) | the
declaration and sanctioning of dividends; |
| (b) | consideration
and adoption of the accounts and balance sheet and the reports of the Directors and Auditors
and other documents required to be annexed to the balance sheet; |
| (c) | the
election of Directors; |
| (d) | appointment
of Auditors (where special notice of the intention for such appointment is not required by
the Act) and other officers; and |
| (e) | the
fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration
to the Directors. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 16.2. | No
business other than the appointment of a chairman of a meeting shall be transacted at any
general meeting unless a quorum is present at the commencement of the business. At any general
meeting of the Company, one (1) Member entitled to vote and present in person or by proxy
or (in the case of a Member being a corporation) by its duly authorised representative representing
not less than one-third in nominal value of the total issued voting shares in the Company
throughout the meeting shall form a quorum for all purposes. |
| 16.3. | If
within fifteen (15) minutes from the time appointed for the meeting a quorum is not present,
the meeting, if convened upon the requisition of shareholders, shall be cancelled. In any
other case it shall stand adjourned to the same time and place seven days or to such other
time or place as is determined by the Directors. If at such adjourned meeting a quorum is
not present within half an hour from the time appointed for holding the meeting, the meeting
shall be dissolved. The Chairman may, with the consent of a meeting at which a quorum is
present, adjourn the meeting. When a meeting is adjourned for seven (7) days or more, notice
of the adjourned meeting shall be given in accordance with the articles. |
| 16.4. | The
chairman of the Board shall preside as chairman at every general meeting. If at any meeting
the chairman is not present within fifteen (15) minutes after the time appointed for holding
the meeting, or is not willing to act as chairman, the Directors present shall choose one
of their number to act, or if one Director only is present he shall preside as chairman if
willing to act. If no Director is present, or if each of the Directors present declines to
take the chair, or if the chairman chosen shall retire from the chair, the Members present
in person or (in the case of a Member being a corporation) by its duly authorised representative
or by proxy and entitled to vote shall elect one of their number to be chairman. |
| 16.5. | The
chairman may adjourn the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business which might lawfully
have been transacted at the meeting had the adjournment not taken place. When a meeting is
adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of
the adjourned meeting shall be given specifying the time and place of the adjourned meeting
but it shall not be necessary to specify in such notice the nature of the business to be
transacted at the adjourned meeting and the general nature of the business to be transacted.
Save as aforesaid, it shall be unnecessary to give notice of an adjournment. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 16.6. | If
an amendment is proposed to any resolution under consideration but is in good faith ruled
out of order by the chairman of the meeting, the proceedings on the substantive resolution
shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed
as a Special Resolution, no amendment thereto (other than a mere clerical amendment to correct
a patent error) may in any event be considered or voted upon. |
| 17.1. | Subject
to any special rights or restrictions as to voting for the time being attached to any shares
by or in accordance with these Articles (including without limitation any enhanced voting
rights as may be provided for in Article 3), at any general meeting on a show of hands every
holder of Class A Ordinary Shares present in person (or being a corporation, is present by
a duly authorised representative), or by proxy shall have one (1) vote and every holder of
Class B Ordinary Shares present in person (or being a corporation, is present by a duly authorised
representative), or by proxy shall have twenty (20) votes per share; and on a poll every
Member present in person or by proxy or, in the case of a Member being a corporation, by
its duly authorised representative shall have one (1) vote in the case of holders of Class
A Ordinary Shares and twenty (20) votes in the case of holders of Class B Ordinary Shares
for every share of which he is the holder, but so that no amount paid up or credited as paid
up on a share in advance of calls or instalments is treated for the foregoing purposes as
paid up on the share. Notwithstanding anything contained in these Articles, where more than
one proxy is appointed by a Member which is a clearing house or a central depository house
(or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution
put to the vote of a meeting shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands or on the withdrawal of any other demand for
a poll) a poll is demanded: |
| (a) | by
the chairman of such meeting; or |
| (b) | by
at least three Members present in person or (in the case of a Member being a corporation)
by its duly authorised representative or by proxy for the time being entitled to vote at
the meeting; or |
| (c) | by
a Member or Members present in person or (in the case of a Member being a corporation) by
its duly authorised representative or by proxy and representing not less than one tenth of
the total voting rights of all Members having the right to vote at the meeting; or |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| (d) | by
a Member or Members present in person or (in the case of a Member being a corporation) by
its duly authorised representative or by proxy and holding shares in the Company conferring
a right to vote at the meeting being shares on which an aggregate sum has been paid up equal
to not less than one tenth of the total sum paid up on all shares conferring that right;
or |
| (e) | if
required by the rules of the Designated Stock Exchange, by any Director or Directors who,
individually or collectively, hold proxies in respect of shares representing five per cent.
(5%) or more of the total voting rights at such meeting. |
A
demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be
deemed to be the same as a demand by a Member.
| 17.2. | Unless
a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that
a resolution has been carried, or carried unanimously, or by a particular majority, or not
carried by a particular majority, or lost, and an entry to that effect made in the minute
book of the Company, shall be conclusive evidence of the facts without proof of the number
or proportion of the votes recorded for or against the resolution. |
| 17.3. | If
a poll is duly demanded the result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded. There shall be no requirement for the chairman to
disclose the voting figures on a poll. |
| 17.4. | A
poll demanded on the election of a chairman, or on a question of adjournment, shall be taken
forthwith. A poll demanded on any other question shall be taken in such manner (including
the use of ballot or voting papers or tickets) and either forthwith or at such time (being
not later than thirty (30) days after the date of the demand) and place as the chairman directs.
It shall not be necessary (unless the chairman otherwise directs) for notice to be given
of a poll not taken immediately. |
| 17.5. | The
demand for a poll shall not prevent the continuance of a meeting or the transaction of any
business other than the question on which the poll has been demanded, and, with the consent
of the chairman, it may be withdrawn at any time before the close of the meeting or the taking
of the poll, whichever is the earlier. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 17.6. | On
a poll votes may be given either personally or by proxy. |
| 17.7. | A
person entitled to more than one vote on a poll need not use all his votes or cast all the
votes he uses in the same way. |
| 17.8. | All
questions submitted to a meeting shall be decided by a simple majority of votes except where
a greater majority is required by these Articles or by the Act. In the case of an equality
of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be
entitled to a second or casting vote in addition to any other vote he may have. |
| 17.9. | Where
there are joint holders of any share any one of such joint holders may vote, either in person
or by proxy, in respect of such share as if he were solely entitled thereto, but if more
than one of such joint holders be present at any meeting the vote of the senior holder who
tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be determined by the
order in which the names stand in the Register in respect of the joint holding. Several executors
or administrators of a deceased Member in whose name any share stands shall for the purposes
of this Article be deemed joint holders thereof. |
| 17.10. | A
Member who is a patient for any purpose relating to mental health or in respect of whom an
order has been made by any court having jurisdiction for the protection or management of
the affairs of persons incapable of managing their own affairs may vote, whether on a show
of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature
of a receiver, committee or curator bonis appointed by such court, and such receiver, committee,
curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated
as if he were the registered holder of such shares for the purposes of general meetings,
provided that such evidence as the Board may require of the authority of the person claiming
to vote shall have been deposited at the Office, head office or Registration Office, as appropriate,
not less than forty eight (48) hours before the time appointed for holding the meeting, or
adjourned meeting or poll, as the case may be. |
| 17.11. | Any
person entitled under Article 17.9 to be registered as the holder of any shares may vote
at any general meeting in respect thereof in the same manner as if he were the registered
holder of such shares, provided that forty eight (48) hours at least before the time of the
holding of the meeting or adjourned meeting, as the case may be, at which he proposes to
vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have
previously admitted his right to vote at such meeting in respect thereof. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 17.12. | No
Member shall, unless the Board otherwise determines, be entitled to attend and vote and to
be reckoned in a quorum at any general meeting unless he is duly registered and all calls
or other sums presently payable by him in respect of shares in the Company have been paid. |
| (a) | any
objection shall be raised to the qualification of any voter; or |
| (b) | any
votes have been counted which ought not to have been counted or which might have been rejected;
or |
| (c) | any
votes are not counted which ought to have been counted; |
the
objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or
pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which
the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the
meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman
on such matters shall be final and conclusive.
| 18.1. | Any
Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint
another person as his proxy to attend and vote instead of him. A Member who is the holder
of two or more shares may appoint more than one proxy to represent him and vote on his behalf
at a general meeting of the Company or at a class meeting. A proxy need not be a Member.
In addition, a proxy or proxies representing either a Member who is an individual or a Member
which is a corporation shall be entitled to exercise the same powers on behalf of the Member
which he or they represent as such Member could exercise. |
| 18.2. | The
instrument appointing a proxy shall be in writing under the hand of the appointor or of his
attorney duly authorised in writing or, if the appointor is a corporation, either under its
seal or under the hand of an officer, attorney or other person authorised to sign the same.
In the case of an instrument of proxy purporting to be signed on behalf of a corporation
by an officer thereof it shall be assumed, unless the contrary appears, that such officer
was duly authorised to sign such instrument of proxy on behalf of the corporation without
further evidence of the facts. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 18.3. | The
instrument appointing a proxy and (if required by the Board) the power of attorney or other
authority (if any) under which it is signed, or a certified copy of such power or authority,
shall be delivered to such place or one of such places (if any) as may be specified for that
purpose in or by way of note to or in any document accompanying the notice convening the
meeting (or, if no place is so specified at the Registration Office or the Office, as may
be appropriate) not less than forty eight (48) hours before the time appointed for holding
the meeting or adjourned meeting at which the person named in the instrument proposes to
vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting,
not less than twenty four (24) hours before the time appointed for the taking of the poll
and in default the instrument of proxy shall not be treated as valid. No instrument appointing
a proxy shall be valid after the expiration of twelve (12) months from the date named in
it as the date of its execution, except at an adjourned meeting or on a poll demanded at
a meeting or an adjourned meeting in cases where the meeting was originally held within twelve
(12) months from such date. Delivery of an instrument appointing a proxy shall not preclude
a Member from attending and voting in person at the meeting convened and in such event, the
instrument appointing a proxy shall be deemed to be revoked. |
| 18.4. | Instruments
of proxy shall be in any common form or in such other form as the Board may approve (provided
that this shall not preclude the use of the two way form) and the Board may, if it thinks
fit, send out with the notice of any meeting forms of instrument of proxy for use at the
meeting. The instrument of proxy shall be deemed to confer authority to demand or join in
demanding a poll and to vote on any amendment of a resolution put to the meeting for which
it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is
stated therein, be valid as well for any adjournment of the meeting as for the meeting to
which it relates. |
| 18.5. | A
vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal, or revocation of the instrument of proxy
or of the authority under which it was executed, provided that no intimation in writing of
such death, insanity or revocation shall have been received by the Company at the Office
or the Registration Office (or such other place as may be specified for the delivery of instruments
of proxy in the notice convening the meeting or other document sent therewith) two (2) hours
at least before the commencement of the meeting or adjourned meeting, or the taking of the
poll, at which the instrument of proxy is used. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 18.6. | Anything
which under these Articles a Member may do by proxy he may likewise do by his duly appointed
attorney and the provisions of these Articles relating to proxies and instruments appointing
proxies shall apply mutatis mutandis in relation to any such attorney and the instrument
under which such attorney is appointed. |
| 19. | CORPORATIONS
ACTING BY REPRESENTATIVES |
| 19.1. | Any
corporation which is a Member may by resolution of its directors or other governing body
authorise such person as it thinks fit to act as its representative at any meeting of the
Company or at any meeting of any class of Members. The person so authorised shall be entitled
to exercise the same powers on behalf of such corporation as the corporation could exercise
if it were an individual Member and such corporation shall for the purposes of these Articles
be deemed to be present in person at any such meeting if a person so authorised is present
thereat. |
| 19.2. | If
a clearing house (or its nominee(s)) or a central depository, being a corporation, is a Member,
it may authorise such persons as it thinks fit to act as its representatives at any meeting
of the Company or at any meeting of any class of Members provided that the authorisation
shall specify the number and class of shares in respect of which each such representative
is so authorised. Each person so authorised under the provisions of this Article shall be
deemed to have been duly authorised without further evidence of the facts and be entitled
to exercise the same rights and powers on behalf of the clearing house or central depository
(or its nominee(s)) as if such person was the registered holder of the shares of the Company
held by the clearing house or central depository (or its nominee(s)) including the right
to vote individually on a show of hands. |
| 19.3. | Any
reference in these Articles to a duly authorised representative of a Member being a corporation
shall mean a representative authorised under the provisions of this Article. |
| 20. | ACTING
BY WRITTEN RESOLUTIONS OF MEMBERS |
| 20.1. | Members
may pass a resolution in writing without holding a meeting if the following conditions are
met: |
| (a) | all
Members entitled to vote are given notice of the resolution as if the same were being proposed
at a meeting of Members; |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| (b) | all
Members entitled so to vote: |
| (ii) | sign
several documents in the like form each signed by one or more of those Members; and |
| (iii) | the
signed document or documents is or are delivered to the Company, including, if the Company
so nominates, by delivery of an Electronic Record by Electronic means to the address specified
for that purpose. |
Such
written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
| 21.1. | Unless
otherwise determined by the Company in general meeting, the number of Directors shall not
be less than two (2). There shall be no maximum number of Directors unless otherwise determined
from time to time by the Members in general meeting. The Directors shall be elected or appointed
in the first place by the subscribers to the Memorandum of Association or by a majority of
them and thereafter in accordance with Article 21.3. At any one time, at least majority of
the Board of Directors shall be Independent Directors. |
| 21.2. | Subject
to the Articles and the Act, the Company may by ordinary resolution elect any person to be
a Director either to fill a casual vacancy or as an addition to the existing Board. Any Director
so appointed shall hold office only until the next following annual general meeting of the
Company or until his earlier his death, resignation, or removal. |
| 21.3. | The
Directors by the affirmative vote of a simple majority of the remaining Directors present
and voting at a Board meeting, shall have the power from time to time and at any time to
appoint any person as a Director to fill a casual vacancy on the Board or as an addition
to the existing Board, whether or not that person has previously served on the Board, subject
to these Articles, applicable law and the listing rules of the Designated Stock Exchange.
Any Director so appointed shall hold office until the next succeeding annual general meeting
of Members or until his earlier death, resignation or removal. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 21.4. | No
Director shall be required to hold any shares of the Company by way of qualification and
a Director who is not a Member shall be entitled to receive notice of and to attend and speak
at any general meeting of the Company and of all classes of shares of the Company. |
| 21.5. | Subject
to any provision to the contrary in these Articles, a Director may be removed by way of a
Special Resolution of the Members at any time before the expiration of his period of office
notwithstanding anything in these Articles or in any agreement between the Company and such
Director (but without prejudice to any claim for damages under any such agreement). |
| 21.6. | A
vacancy on the Board created by the removal of a Director under the provisions of subparagraph
21.5 above may be filled by the election or appointment by ordinary resolution of the Members
at the meeting at which such Director is removed or by the affirmative vote of a simple majority
of the remaining Directors present and voting at a Board meeting. |
| 21.7. | The
Company may from time to time in general meeting by ordinary resolution increase or reduce
the number of Directors but so that the number of Directors shall never be less than two
(2). |
| 21.8. | The
Directors shall, as soon as may be after each appointment or election of Directors, elect
amongst the Directors a chairman (the “Chairman”) and if more than one Director
is proposed for this office, the election to such office shall take place in such manner
as the Directors may determine. |
| 22. | RETIREMENT
OF DIRECTORS |
| 22.1. | Notwithstanding
any other provisions in the Articles, the Directors of each Class shall retire from office
once they have come to terms, provided that notwithstanding anything herein, the chairman
of the Board shall not, whilst holding such office, be subject to retirement or be taken
into account in determining the number of Directors to retire. |
| 22.2. | A
retiring Director shall be eligible for re-election and shall continue to act as a Director
throughout the meeting at which he retires. The Directors to retire shall include (so far
as necessary to ascertain the number of directors to retire) any Director who wishes to retire
and not to offer himself for re-election. Any further Directors so to retire shall be those
of the other Directors subject to retirement who have been longest in office since their
last re-election or appointment and so that as between persons who became or were last re-elected
Directors on the same day those to retire shall (unless they otherwise agree among themselves)
be determined by lot and, without limitation, the Directors to retire at the first annual
general meeting shall be so determined. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 22.3. | No
person other than a Director retiring at the meeting shall, unless recommended by the Directors
for election, be eligible for election as a Director at any general meeting unless a Notice
signed by a Member (other than the person to be proposed) duly qualified to attend and vote
at the meeting for which such notice is given of his intention to propose such person for
election and also a Notice signed by the person to be proposed of his willingness to be elected
shall have been lodged at the head office or at the Registration Office provided that the
minimum length of the period, during which such Notice(s) are given, shall be at least seven
(7) days and that the period for lodgment of such Notice(s) shall commence no earlier than
the day after the despatch of the notice of the general meeting appointed for such election
and end no later than seven (7) days prior to the date of such general meeting. |
| 23. | DISQUALIFICATION
OF DIRECTORS |
| 23.1. | The
office of a Director shall be vacated if the Director: |
| (a) | resigns
his office by notice in writing delivered to the Company at the Office or tendered at a meeting
of the Board; |
| (b) | becomes
of unsound mind or dies; |
| (c) | without
special leave of absence from the Board, is absent from meetings of the Board for six consecutive
months and the Board resolves that his office be vacated; |
| (d) | becomes
bankrupt or has a receiving order made against him or suspends payment or compounds with
his creditors; |
| (e) | is
prohibited by law from being a Director; or |
| (f) | ceases
to be a Director by virtue of any provision of the Statutes or is removed from office pursuant
to these Articles. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 24.1. | Any
Director may at any time by Notice delivered to the Office or head office or at a meeting
of the Directors appoint any person (including another Director) to be his alternate Director.
Any person so appointed shall have all the rights and powers of the Director or Directors
for whom such person is appointed in the alternative provided that such person shall not
be counted more than once in determining whether or not a quorum is present. An alternate
Director may be removed at any time by the body which appointed him and, subject thereto,
the office of alternate Director shall continue until the happening of any event which, if
we were a Director, would cause him to vacate such office or if his appointer ceases for
any reason to be a Director. Any appointment or removal of an alternate Director shall be
effected by Notice signed by the appointor and delivered to the Office or head office or
tendered at a meeting of the Board. An alternate Director may also be a Director in his own
right and may act as alternate to more than one Director. An alternate Director shall, if
his appointor so requests, be entitled to receive notices of meetings of the Board or of
committees of the Board to the same extent as, but in lieu of, the Director appointing him
and shall be entitled to such extent to attend and vote as a Director at any such meeting
at which the Director appointing him is not personally present and generally at such meeting
to exercise and discharge all the functions, powers and duties of his appointor as a Director
and for the purposes of the proceedings at such meeting the provisions of these Articles
shall apply as if he were a Director save that as an alternate for more than one Director
his voting rights shall be cumulative. |
| 24.2. | An
alternate Director shall only be a Director for the purposes of the Act and shall only be
subject to the provisions of the Act insofar as they relate to the duties and obligations
of a Director when performing the functions of the Director for whom he is appointed in the
alternative and shall alone be responsible to the Company for his acts and defaults and shall
not be deemed to be the agent of or for the Director appointing him. An alternate Director
shall be entitled to contract and be interested in and benefit from contracts or arrangements
or transactions and to be repaid expenses and to be indemnified by the Company to the same
extent mutatis mutandis as if he were a Director but he shall not be entitled to receive
from the Company any fee in his capacity as an alternate Director except only such part,
if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice
to the Company from time to time direct. |
| 24.3. | Every
person acting as an alternate Director shall have one vote for each Director for whom he
acts as alternate (in addition to his own vote if he is also a Director). If his appointor
is for the time being absent from the People’s Republic of China or otherwise not available
or unable to act, the signature of an alternate Director to any resolution in writing of
the Board or a committee of the Board of which his appointor is a member shall, unless the
notice of his appointment provides to the contrary, be as effective as the signature of his
appointor. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 24.4. | An
alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases
for any reason to be a Director, however, such alternate Director or any other person may
be re-appointed by the Directors to serve as an alternate Director PROVIDED always that,
if at any meeting any Director retires but is re-elected at the same meeting, any appointment
of such alternate Director pursuant to these Articles which was in force immediately before
his retirement shall remain in force as though he had not retired. |
| 25. | DIRECTORS’
FEES AND EXPENSES |
| 25.1. | The
Directors shall receive such remuneration as the Board may from time to time determine. Each
Director shall be entitled to be repaid or prepaid all traveling, hotel and incidental expenses
reasonably incurred or expected to be incurred by him in attending meetings of the Board
or committees of the board or general meetings or separate meetings of any class of shares
or of debenture of the Company or otherwise in connection with the discharge of his duties
as a Director. The ordinary remuneration of the Directors shall from time to time be determined
by the Company in general meeting and shall (unless otherwise directed by the resolution
by which it is voted) be divided amongst the Board in such proportions and in such manner
as the Board may agree or, failing agreement, equally, except that any Director who shall
hold office for part only of the period in respect of which such remuneration is payable
shall be entitled only to rank in such division for a proportion of remuneration related
to the period during which he has held office. Such remuneration shall be deemed to accrue
from day to day. |
| 25.2. | Each
Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses
reasonably incurred or expected to be incurred by him in attending meetings of the Board
or committees of the Board or general meetings or separate meetings of any class of shares
or of debentures of the Company or otherwise in connection with the discharge of his duties
as a Director. |
| 25.3. | Any
Director who, by request, goes or resides abroad for any purpose of the Company or who performs
services which in the opinion of the Board go beyond the ordinary duties of a Director may
be paid such extra remuneration (whether by way of salary, commission, participation in profits
or otherwise) as the Board may determine and such extra remuneration shall be in addition
to or in substitution for any ordinary remuneration provided for by or pursuant to any other
Article. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| (a) | hold
any other office or place of profit with the Company (except that of Auditor) in conjunction
with his office of Director for such period and upon such terms as the Board may determine.
Any remuneration (whether by way of salary, commission, participation in profits or otherwise)
paid to any Director in respect of any such other office or place of profit shall be in addition
to any remuneration provided for by or pursuant to any other Article; |
| (b) | act
by himself or his firm in a professional capacity for the Company (otherwise than as Auditor)
and he or his firm may be remunerated for professional services as if he were not a Director; |
| (c) | continue
to be or become a director, managing director, joint managing director, deputy managing director,
executive director, manager or other officer or member of any other company promoted by the
Company or in which the Company may be interested as a vendor, shareholder or otherwise and
(unless otherwise agreed) no such Director shall be accountable for any remuneration, profits
or other benefits received by him as a director, managing director, joint managing director,
deputy managing director, executive director, manager or other officer or member of or from
his interests in any such other company. Subject as otherwise provided by these Articles
the Directors may exercise or cause to be exercised the voting powers conferred by the shares
in any other company held or owned by the Company, or exercisable by them as Directors of
such other company in such manner in all respects as they think fit (including the exercise
thereof in favour of any resolution appointing themselves or any of them directors, managing
directors, joint managing directors, deputy managing directors, executive directors, managers
or other officers of such company) or voting or providing for the payment of remuneration
to the director, managing director, joint managing director, deputy managing director, executive
director, manager or other officers of such other company and any Director may vote in favour
of the exercise of such voting rights in manner aforesaid notwithstanding that he may be,
or about to be, appointed a director, managing director, joint managing director, deputy
managing director, executive director, manager or other officer of such a company, and that
as such he is or may become interested in the exercise of such voting rights in manner aforesaid. |
Notwithstanding
the foregoing, no “Independent Director” as defined in FINRA Rules or in Rule 10A-3 under the Exchange Act, and with respect
of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or
the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other
action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 26.2. | Subject
to the Act and to these Articles, no Director or proposed or intending Director shall be
disqualified by his office from contracting with the Company, either with regard to his tenure
of any office or place of profit or as vendor, purchaser or in any other manner whatsoever,
nor shall any such contract or any other contract or arrangement in which any Director is
in any way interested be liable to be avoided, nor shall any Director so contracting or being
so interested be liable to account to the Company or the Members for any remuneration, profit
or other benefits realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relationship thereby established provided that such
Director shall disclose the nature of his interest in any contract or arrangement in which
he is interested in accordance with Article 30.6 herein. Any such transaction that would
reasonably be likely to affect a Director’s status as an “Independent Director”,
or that would constitute a “related party transaction” as defined by Item 7.N
of Form 20F promulgated by the SEC, shall require the approval of the Audit Committee. |
| 26.3. | A
Director who to his knowledge is in any way, whether directly or indirectly, interested in
a contract or arrangement or proposed contract or arrangement with the Company shall declare
the nature of his interest at the meeting of the Board at which the question of entering
into the contract or arrangement is first considered, if he knows his interest then exists,
or in any other case at the first meeting of the Board after he knows that he is or has become
so interested. For the purposes of this Article, a general Notice to the Board by a Director
to the effect that: |
| (a) | he
is a member or officer of a specified company or firm and is to be regarded as interested
in any contract or arrangement which may after the date of the Notice be made with that company
or firm; or |
| (b) | he
is to be regarded as interested in any contract or arrangement which may after the date of
the Notice be made with a specified person who is connected with him; |
shall
be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that
no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure
that it is brought up and read at the next Board meeting after it is given.
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 26.4. | Following
a declaration being made pursuant to the last preceding two Articles, subject to any separate
requirement for Audit Committee approval under applicable law or the listing rules of the
Company’s Designated Stock Exchange, and unless disqualified by the chairman of the
relevant Board meeting, a Director may vote in respect of any contract or proposed contract
or arrangement in which such Director is interested and may be counted in the quorum at such
meeting. |
| 27. | GENERAL
POWERS OF THE DIRECTORS’ |
| 27.1. | The
business of the Company shall be managed and conducted by the Board, which may pay all expenses
incurred in forming and registering the Company and may exercise all powers of the Company
(whether relating to the management of the business of the Company or otherwise) which are
not by the Statutes or by these Articles required to be exercised by the Company in general
meeting, subject nevertheless to the provisions of the Statutes and of these Articles and
to such regulations being not inconsistent with such provisions, as may be prescribed by
the Company in general meeting, but no regulations made by the Company in general meeting
shall invalidate any prior act of the Board which would have been valid if such regulations
had not been made. The general powers given by this Article shall not be limited or restricted
by any special authority or power given to the Board by any other Article. |
| 27.2. | Any
person contracting or dealing with the Company in the ordinary course of business shall be
entitled to rely on any written or oral contract or agreement or deed, document or instrument
entered into or executed as the case may be by any two of the Directors acting jointly on
behalf of the Company and the same shall be deemed to be validly entered into or executed
by the Company as the case may be and shall, subject to any rule of law, be binding on the
Company. |
| 27.3. | Without
prejudice to the general powers conferred by these Articles it is hereby expressly declared
that the Board shall have the following powers: |
| (a) | to
give to any person the right or option of requiring at a future date that an allotment shall
be made to him of any share at par or at such premium as may be agreed; |
| (b) | to
give to any Directors, officers or employees of the Company an interest in any particular
business or transaction or participation in the profits thereof or in the general profits
of the Company either in addition to or in substitution for a salary or other remuneration;
and |
| (c) | to
resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction
outside the Cayman Islands subject to the provisions of the Act. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 27.4. | The
Board may by power of attorney appoint any company, firm or person or any fluctuating body
of persons, whether nominated directly or indirectly by the Board, to be the attorney or
attorneys of the Company for such purposes and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Board under these Articles) and for
such period and subject to such conditions as it may think fit, and any such power of attorney
may contain such provisions for the protection and convenience of persons dealing with any
such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate
all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys
may, if so authorised under the Seal of the Company, execute any deed or instrument under
their personal seal with the same effect as the affixation of the Company’s Seal. |
| 27.5. | The
Board may entrust to and confer upon a managing director, joint managing director, deputy
managing director, an executive director or any Director any of the powers exercisable by
it upon such terms and conditions and with such restrictions as it thinks fit, and either
collaterally with, or to the exclusion of, its own powers, and may from time to time revoke
or vary all or any of such powers but no person dealing in good faith and without notice
of such revocation or variation shall be affected thereby. |
| 27.6. | All
cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable
or transferable or not, and all receipts for moneys paid to the Company shall be signed,
drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the
Board shall from time to time by resolution determine. The Company’s banking accounts
shall be kept with such banker or bankers as the Board shall from time to time determine. |
| 27.7. | The
Board may establish or concur or join with other companies (being subsidiary companies of
the Company or companies with which it is associated in business) in establishing and making
contributions out of the Company’s moneys to any schemes or funds for providing pensions,
sickness or compassionate allowances, life assurance or other benefits for employees (which
expression as used in this and the following paragraph shall include any Director or ex-Director
who may hold or have held any executive office or any office of profit under the Company
or any of its subsidiary companies) and ex-employees of the Company and their dependants
or any class or classes of such person. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 27.8. | The
Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions
or other benefits to employees and ex-employees and their dependants, or to any of such persons,
including pensions or benefits additional to those, if any, to which such employees or ex-employees
or their dependants are or may become entitled under any such scheme or fund as mentioned
in the last preceding paragraph. Any such pension or benefit may, as the Board considers
desirable, be granted to an employee either before and in anticipation of or upon or at any
time after his actual retirement, and may be subject or not subject to any terms or conditions
as the Board may determine. |
| 28.1. | The
Board may exercise all the powers of the Company to raise or borrow money and to mortgage
or charge all or any part of the undertaking, property and assets (present and future) and
uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and other
securities, whether outright or as collateral security for any debt, liability or obligation
of the Company or of any third party. |
| 28.2. | Debentures,
bonds and other securities may be made assignable free from any equities between the Company
and the person to whom the same may be issued. |
| 28.3. | Any
debentures, bonds or other securities may be issued at a discount (other than shares (with
the exception of any share discount conducted in accordance with Act)), premium or otherwise
and with any special privileges as to redemption, surrender, drawings, allotment of shares,
attending and voting at general meetings of the Company, appointment of Directors and otherwise. |
| 28.4. | Where
any uncalled capital of the Company is charged, all persons taking any subsequent charge
thereon shall take the same subject to such prior charge, and shall not be entitled, by notice
to the Members or otherwise, to obtain priority over such prior charge. |
| 28.5. | The
Board shall cause a proper register to be kept, in accordance with the provisions of the
Act, of all charges specifically affecting the property of the Company and of any series
of debentures issued by the Company and shall duly comply with the requirements of the Act
in regard to the registration of charges and debentures therein specified and otherwise. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 29. | proceedings
of the directors |
| 29.1. | The
Board may meet for the despatch of business, adjourn and otherwise regulate its meetings
as it considers appropriate. Questions arising at any meeting shall be determined by a majority
of votes. In the case of any equality of votes the chairman of the meeting shall have an
additional or casting vote. |
| 29.2. | A
meeting of the Board may be convened by the Secretary on request of a Director or by any
Director. The Secretary shall convene a meeting of the Board. Notice of a meeting of the
Board shall be deemed to be duly given to a Director if it is given to such Director in writing
or verbally (including in person or by telephone) or via electronic mail or by telephone
or in such other manner as the Board may from time to time determine. |
| 29.3. | The
quorum necessary for the transaction of the business of the Board may be fixed by the Board
and, unless so fixed at any other number, shall be two (2). An alternate Director shall be
counted in a quorum in the case of the absence of a Director for whom he is the alternate
provided that he shall not be counted more than once for the purpose of determining whether
or not a quorum is present. |
| 29.4. | Directors
may participate in any meeting of the Board by means of a conference telephone or other communications
equipment through which all persons participating in the meeting can communicate with each
other simultaneously and instantaneously and, for the purpose of counting a quorum, such
participation shall constitute presence at a meeting as if those participating were present
in person. |
| 29.5. | Any
Director who ceases to be a Director at a Board meeting may continue to be present and to
act as a Director and be counted in the quorum until the termination of such Board meeting
if no other Director objects and if otherwise a quorum of Directors would not be present. |
| 29.6. | The
continuing Directors or a sole continuing Director may act notwithstanding any vacancy in
the Board but, if and so long as the number of Directors is reduced below the minimum number
fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding
that the number of Directors is below the number fixed by or in accordance with these Articles
as the quorum or that there is only one continuing Director, may act for the purpose of filling
vacancies in the Board or of summoning general meetings of the Company but not for any other
purpose. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 29.7. | The
Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman
of the Board is not present at any meeting within five (5) minutes after the time appointed
for holding the same, the Directors present may choose one of their number to be chairman
of the meeting. |
| 29.8. | A
meeting of the Board at which a quorum is present shall be competent to exercise all the
powers, authorities and discretions for the time being vested in or exercisable by the Board. |
| 29.9. | The
Board may delegate any of its powers, authorities and discretions to committees (including,
without limitation, the Audit Committee), consisting of such Director or Directors and other
persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke
the appointment of and discharge any such committees either wholly or in part, and either
as to persons or purposes. Any committee so formed shall, in the exercise of the powers,
authorities and discretions so delegated, conform to any regulations which may be imposed
on it by the Board. |
| 29.10. | All
acts done by any such committee in conformity with such regulations, and in fulfilment of
the purposes for which it was appointed, but not otherwise, shall have like force and effect
as if done by the Board, and the Board (or if the Board delegates such power, the committee)
shall have power to remunerate the members of any such committee, and charge such remuneration
to the current expenses of the Company. |
| 29.11. | The
meetings and proceedings of any committee consisting of two or more members shall be governed
by the provisions contained in these Articles for regulating the meetings and proceedings
of the Board so far as the same are applicable and are not superseded by any regulations
imposed by the Board under the last preceding Article, indicating, without limitation, any
committee charter adopted by the Board for purposes or in respect of any such committee. |
| 29.12. | A
resolution in writing signed by all the Directors except such as are temporarily unable to
act through ill-health or disability shall (provided that such number is sufficient to constitute
a quorum and further provided that a copy of such resolution has been given or the contents
thereof communicated to all the Directors for the time being entitled to receive notices
of Board meetings in the same manner as notices of meetings are required to be given by these
Articles) be as valid and effectual as if a resolution had been passed at a meeting of the
Board duly convened and held. Such resolution may be contained in one document or in several
documents in like form each signed by one or more of the Directors and for this purpose a
facsimile signature of a Director shall be treated as valid. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 29.13. | All
acts bona fide done by the Board or by any committee or by any person acting as a Director
or members of a committee, shall, notwithstanding that it is afterwards discovered that there
was some defect in the appointment of any member of the Board or such committee or person
acting as aforesaid or that they or any of them were disqualified or had vacated office,
be as valid as if every such person had been duly appointed and was qualified and had continued
to be a Director or member of such committee. |
| 30.1. | Without
prejudice to the freedom of the Directors to establish any other committees, for so long
as the shares of the Company (or depositary receipts therefor) are listed or quoted on the
Designated Stock Exchange, the Board shall establish and maintain an Audit Committee, a Compensation
Committee and a Nomination Committee as committees of the Board, the composition and responsibilities
of which shall comply with the FINRA Rules, the rules and regulations of the SEC and the
rules and regulations of the Designated Stock Exchange, as appropriate. |
| 30.2. | The
Board shall adopt a formal written audit committee charter, a formal written compensation
committee charter and review and a formal written Nomination Committee Charter and assess
the adequacy of each formal written charter on an annual basis. |
| 30.3. | The
audit committee shall meet at least once every financial quarter, or more frequently as circumstances
dictate. |
| 30.4. | The
compensation committee shall meet at least once every financial year, or more frequently
as circumstances dictate. |
| 30.5. | The
nomination committee shall meet at least once every financial year, or more frequently as
circumstances dictate. |
| 30.6. | For
so long as the shares of the Company (or depositary receipts therefor) are listed or quoted
on the Designated Stock Exchange, the Company shall conduct an appropriate review of all
related party transactions on an ongoing basis and shall utilize the Audit Committee for
the review and approval of potential conflicts of interest. Specifically, the Audit
Committee shall approve any transaction or transactions between the Company and any of the
following parties: (i) any Member owning an interest in the voting power of the Company or
any subsidiary of the Company that gives such Member significant influence over the Company
or any subsidiary of the Company, (ii) any director or executive officer of the Company or
any subsidiary of the Company and any relative of such director or executive officer, (iii)
any person in which a substantial interest in the voting power of the Company is owned, directly
or indirectly, by any person described in (i) or (ii) or over which such a person is able
to exercise significant influence, and (iv) any affiliate (other than a subsidiary) of the
Company. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 30.7. | The
Board may, from time to time, appoint such other committees as may be permitted by Act. Such
other committees appointed by the Board shall consist of one (1) or more members of the Board
and shall have such powers and perform such duties as may be provided in a resolution of
the Board. |
| 31.1. | The
officers of the Company shall consist of the chief executive officer, the chief financial
officer, the Directors and Secretary, and such additional officers (who may or may not be
Directors) as the Board may from time to time determine, all of whom shall be deemed to be
officers for the purposes of the Act and these Articles. |
| 31.2. | The
officers shall receive such remuneration as the Directors may from time to time determine. |
| 31.3. | The
Secretary and additional officers, if any, shall be appointed by the Board and shall hold
office on such terms and for such period as the Board may determine. If thought fit, two
or more persons may be appointed as joint Secretaries. The Board may also appoint from time
to time on such terms as it thinks fit one or more assistant or deputy Secretaries. |
| 31.4. | The
Secretary shall attend all meetings of the Members and shall keep correct minutes of such
meetings and enter the same in the proper books provided for the purpose. He shall perform
such other duties as are prescribed by the Act or these Articles or as may be prescribed
by the Board. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 31.5. | The
officers of the Company shall have such powers and perform such duties in the management,
business and affairs of the Company as may be delegated to them by the Directors from time
to time. |
| 31.6. | A
provision of the Act or of these Articles requiring or authorising a thing to be done by
or to a Director and the Secretary shall not be satisfied by its being done by or to the
same person acting both as Director and as or in place of the Secretary. |
| 32.1. | The
Board shall cause minutes to be duly entered in books provided for the purpose: |
| (a) | of
all elections and appointments of officers; |
| (b) | of
the names of the Directors present at each meeting of the Directors and of any committee
of the Directors; |
| (c) | of
all resolutions and proceedings of each general meeting of the Members, meetings of the Board
and meetings of committees of the Board and where there are managers, of all proceedings
of meetings of the managers. |
| 32.2. | Minutes
shall be kept by the Secretary at the Office. |
| 33.1. | The
Company shall have one or more Seals, as the Board may determine. For the purpose of sealing
documents creating or evidencing securities issued by the Company, the Company may have a
securities seal which is a facsimile of the Seal of the Company with the addition of the
word “Securities” on its face or in such other form as the Board may approve.
The Board shall provide for the custody of each Seal and no Seal shall be used without the
authority of the Board or of a committee of the Board authorised by the Board in that behalf.
Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed
shall be signed autographically by one Director and the Secretary or by two Directors or
by such other person (including a Director) or persons as the Board may appoint, either generally
or in any particular case, save that as regards any certificates for shares or debentures
or other securities of the Company the Board may by resolution determine that such signatures
or either of them shall be dispensed with or affixed by some method or system of mechanical
signature or by Electronic Signature. Every instrument executed in manner provided by this
Article shall be deemed to be sealed and executed with the authority of the Board previously
given. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 33.2. | Where
the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any
agent or committee abroad to be the duly authorised agent of the Company for the purpose
of affixing and using such Seal and the Board may impose restrictions on the use thereof
as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference
shall, when and so far as may be applicable, be deemed to include any such other Seal as
aforesaid. |
| 34. | destruction
of documents |
| 34.1. | The
Company shall be entitled to destroy the following documents at the following times: |
| (a) | any
share certificate which has been cancelled at any time after the expiry of one (1) year from
the date of such cancellation; |
| (b) | any
dividend mandate or any variation or cancellation thereof or any notification of change of
name or address at any time after the expiry of two (2) years from the date such mandate
variation cancellation or notification was recorded by the Company; |
| (c) | any
instrument of transfer of shares which has been registered at any time after the expiry of
seven (7) years from the date of registration; |
| (d) | any
allotment letters after the expiry of seven (7) years from the date of issue thereof; and |
| (e) | copies
of powers of attorney, grants of probate and letters of administration at any time after
the expiry of seven (7) years after the account to which the relevant power of attorney,
grant of probate or letters of administration related has been closed; |
and
it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any
such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly
cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that
every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the
books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction
of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of
any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references
in this Article to the destruction of any document include references to its disposal in any manner.
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 34.2. | Notwithstanding
any provision contained in these Articles, the Directors may, if permitted by applicable
law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph
(1) of this Article and any other documents in relation to share registration which have
been microfilmed or electronically stored by the Company or by the share registrar on its
behalf provided always that this Article shall apply only to the destruction of a document
in good faith and without express notice to the Company and its share registrar that the
preservation of such document was relevant to a claim. |
| 35. | DIVIDENDS
AND OTHER PAYMENTS |
| 35.1. | Subject
to the Act, the Company in general meeting or the Board may from time to time declare dividends
in any currency to be paid to the Members but no dividend shall be declared in excess of
the amount recommended by the Board. |
| 35.2. | Dividends
may be declared and paid out of the profits of the Company, realised or unrealised, or from
any reserve set aside from profits which the Directors determine is no longer needed. The
Board may also declare and pay dividends out of share premium account or any other fund or
account which can be authorised for this purpose in accordance with the Act. |
| 35.3. | Except
in so far as the rights attaching to, or the terms of issue of, any share otherwise provide: |
| (a) | all
dividends shall be declared and paid according to the amounts paid up on the shares in respect
of which the dividend is paid, but no amount paid up on a share in advance of calls shall
be treated for the purposes of this Article as paid up on the share; and |
| (b) | all
dividends shall be apportioned and paid pro rata according to the amounts paid up on the
shares during any portion or portions of the period in respect of which the dividend is paid. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 35.4. | The
Board may from time to time pay to the Members such interim dividends as appear to the Board
to be justified by the profits of the Company and in particular (but without prejudice to
the generality of the foregoing) if at any time the share capital of the Company is divided
into different classes, the Board may pay such interim dividends in respect of those shares
in the capital of the Company which confer on the holders thereof deferred or non preferential
rights as well as in respect of those shares which confer on the holders thereof preferential
rights with regard to dividend and provided that the Board acts bona fide the Board shall
not incur any responsibility to the holders of shares conferring any preference for any damage
that they may suffer by reason of the payment of an interim dividend on any shares having
deferred or non preferential rights and may also pay any fixed dividend which is payable
on any shares of the Company half yearly or on any other dates, whenever such profits, in
the opinion of the Board, justifies such payment. |
| 35.5. | The
Board may deduct from any dividend or other moneys payable to a Member by the Company on
or in respect of any shares all sums of money (if any) presently payable by him to the Company
on account of calls or otherwise. |
| 35.6. | No
dividend or other moneys payable by the Company on or in respect of any share shall bear
interest against the Company. |
| 35.7. | Any
dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque
or warrant sent through the post addressed to the holder at his registered address or, in
the case of joint holders, addressed to the holder whose name stands first in the Register
in respect of the shares at his address as appearing in the Register or addressed to such
person and at such address as the holder or joint holders may in writing direct. Every such
cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable
to the order of the holder or, in the case of joint holders, to the order of the holder whose
name stands first on the Register in respect of such shares, and shall be sent at his or
their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute
a good discharge to the Company notwithstanding that it may subsequently appear that the
same has been stolen or that any endorsement thereon has been forged. Any one of two or more
joint holders may give effectual receipts for any dividends or other moneys payable or property
distributable in respect of the shares held by such joint holders. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 35.8. | All
dividends or bonuses unclaimed for one (1) year after having been declared may be invested
or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend
or bonuses unclaimed after a period of six (6) years from the date of declaration shall be
forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend
or other sums payable on or in respect of a share into a separate account shall not constitute
the Company a trustee in respect thereof. |
If
a Member fails to pay any call the Board may give to such Member not less than fourteen (14) clear days’ notice requiring payment
and specifying the amount unpaid including any interest which may have accrued, any expenses which have been incurred by the Company
due to that person’s default and the place where payment is to be made. The notice shall also contain a warning that if the notice
is not complied with, the shares in respect of which the call is made will be liable to be forfeited. If such notice is not complied
with, the Board may, before the payment required by the notice has been received, resolve that any share the subject of that notice be
forfeited (which forfeiture shall include all dividends or other monies payable in respect of the forfeited share and not paid before
such forfeiture).
A
forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine and at
any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the directors think fit. A person
whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding such forfeit,
remain liable to pay to the Company all monies which at the date of forfeiture were payable to the Company in respect of the shares,
together with all expenses and interest from the date of forfeiture or surrender until payment, but his liability shall cease if and
when the Company receives payment in full of the unpaid amount.
A
declaration, whether statutory or under oath, made by a Director or the Secretary shall be conclusive evidence that the person making
the declaration is a Director or Secretary of the Company and that the particular shares have been forfeited or surrendered on a particular
date.
Subject
to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the shares.
| 35.9. | Whenever
the Board or the Company in general meeting has resolved that a dividend be paid or declared,
the Board may further resolve that such dividend be satisfied wholly or in part by the distribution
of specific assets of any kind and in particular of paid up shares, debentures or warrants
to subscribe securities of the Company or any other company, or in any one or more of such
ways, and where any difficulty arises in regard to the distribution the Board may settle
the same as it thinks expedient, and in particular may issue certificates in respect of fractions
of shares, disregard fractional entitlements or round the same up or down, and may fix the
value for distribution of such specific assets, or any part thereof, and may determine that
cash payments shall be made to any Members upon the footing of the value so fixed in order
to adjust the rights of all parties, and may vest any such specific assets in trustees as
may seem expedient to the Board and may appoint any person to sign any requisite instruments
of transfer and other documents on behalf of the persons entitled to the dividend, and such
appointment shall be effective and binding on the Members. The Board may resolve that no
such assets shall be made available to Members with registered addresses in any particular
territory or territories where, in the absence of a registration statement or other special
formalities, such distribution of assets would or might, in the opinion of the Board, be
unlawful or impracticable and in such event the only entitlement of the Members aforesaid
shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing
sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 35.10. | Whenever
the Board or the Company in general meeting has resolved that a dividend be paid or declared
on any class of the share capital of the Company, the Board may further resolve either: |
| (a) | that
such dividend be satisfied wholly or in part in the form of an allotment of shares credited
as fully paid up, provided that the Members entitled thereto will be entitled to elect to
receive such dividend (or part thereof if the Board so determines) in cash in lieu of such
allotment. In such case, the following provisions shall apply: |
| (i) | the
basis of any such allotment shall be determined by the Board; |
| (ii) | the
Board, after determining the basis of allotment, shall give not less than ten (10) days’
Notice to the holders of the relevant shares of the right of election accorded to them and
shall send with such notice forms of election and specify the procedure to be followed and
the place at which and the latest date and time by which duly completed forms of election
must be lodged in order to be effective; |
| (iii) | the
right of election may be exercised in respect of the whole or part of that portion of the
dividend in respect of which the right of election has been accorded; and |
| (iv) | the
dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid)
shall not be payable in cash on shares in respect whereof the cash election has not been
duly exercised (“the non elected shares”) and in satisfaction thereof shares
of the relevant class shall be allotted credited as fully paid up to the holders of the non
elected shares on the basis of allotment determined as aforesaid and for such purpose the
Board shall capitalise and apply out of any part of the undivided profits of the Company
(including profits carried and standing to the credit of any reserves or other special account,
share premium account or capital redemption reserve) as the Board may determine, such sum
as may be required to pay up in full the appropriate number of shares of the relevant class
for allotment and distribution to and amongst the holders of the non elected shares on such
basis; or |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| (b) | that
the Members entitled to such dividend shall be entitled to elect to receive an allotment
of shares credited as fully paid up in lieu of the whole or such part of the dividend as
the Board may think fit. In such case, the following provisions shall apply: |
| (i) | the
basis of any such allotment shall be determined by the Board; |
| (ii) | the
Board, after determining the basis of allotment, shall give not less than ten (10) days’
Notice to the holders of the relevant shares of the right of election accorded to them and
shall send with such notice forms of election and specify the procedure to be followed and
the place at which and the latest date and time by which duly completed forms of election
must be lodged in order to be effective; |
| (iii) | the
right of election may be exercised in respect of the whole or part of that portion of the
dividend in respect of which the right of election has been accorded; and |
| (iv) | the
dividend (or that part of the dividend in respect of which a right of election has been accorded)
shall not be payable in cash on shares in respect whereof the share election has been duly
exercised (“the elected shares”) and in lieu thereof shares of the relevant class
shall be allotted credited as fully paid up to the holders of the elected shares on the basis
of allotment determined as aforesaid and for such purpose the Board shall capitalise and
apply out of any part of the undivided profits of the Company (including profits carried
and standing to the credit of any reserves or other special account, share premium account
or capital redemption reserve) as the Board may determine, such sum as may be required to
pay up in full the appropriate number of shares of the relevant class for allotment and distribution
to and amongst the holders of the elected shares on such basis. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 35.11. | The
shares allotted pursuant to the provisions of Article 35.10 shall rank pari passu
in all respects with shares of the same class (if any) then in issue save only as regards
participation in the relevant dividend or in any other distributions, bonuses or rights paid,
made, declared or announced prior to or contemporaneously with the payment or declaration
of the relevant dividend unless, contemporaneously with the announcement by the Board of
their proposal to apply the provisions of Articles 35.11 and 35.12 in relation to the relevant
dividend or contemporaneously with their announcement of the distribution, bonus or rights
in question, the Board shall specify that the shares to be allotted pursuant to the provisions
of Article 35.10 shall rank for participation in such distribution, bonus or rights. |
| 35.12. | The
Board may do all acts and things considered necessary or expedient to give effect to any
capitalisation pursuant to the provisions of Article 35.10, with full power to the Board
to make such provisions as it thinks fit in the case of shares becoming distributable in
fractions (including provisions whereby, in whole or in part, fractional entitlements are
aggregated and sold and the net proceeds distributed to those entitled, or are disregarded
or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company
rather than to the Members concerned). The Board may authorise any person to enter into on
behalf of all Members interested, an agreement with the Company providing for such capitalisation
and matters incidental thereto and any agreement made pursuant to such authority shall be
effective and binding on all concerned. |
| 35.13. | The
Company may upon the recommendation of the Board by ordinary resolution resolve in respect
of any one particular dividend of the Company that notwithstanding the provisions of Article
35.10, a dividend may be satisfied wholly in the form of an allotment of shares credited
as fully paid up without offering any right to shareholders to elect to receive such dividend
in cash in lieu of such allotment. |
| 35.14. | The
Board may on any occasion determine that rights of election and the allotment of shares under
Article 35.10 shall not be made available or made to any shareholders with registered addresses
in any territory where, in the absence of a registration statement or other special formalities,
the circulation of an offer of such rights of election or the allotment of shares would or
might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions
aforesaid shall be read and construed subject to such determination. Members affected as
a result of the foregoing sentence shall not be or be deemed to be a separate class of Members
for any purpose whatsoever. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 35.15. | Any
resolution declaring a dividend on shares of any class, whether a resolution of the Company
in general meeting or a resolution of the Board, may specify that the same shall be payable
or distributable to the persons registered as the holders of such shares at the close of
business on a particular date, notwithstanding that it may be a date prior to that on which
the resolution is passed, and thereupon the dividend shall be payable or distributable to
them in accordance with their respective holdings so registered, but without prejudice to
the rights inter se in respect of such dividend of transferors and transferees of any such
shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation
issues, distributions of realised capital profits or offers or grants made by the Company
to the Members. |
| 36.1. | The
Board shall establish an account to be called the share premium account and shall carry to
the credit of such account from time to time a sum equal to the amount or value of the premium
paid on the issue of any share in the Company. Unless otherwise provided by the provisions
of these Articles, the Board may apply the share premium account in any manner permitted
by the Act. The Company shall at all times comply with the provisions of the Act in relation
to the share premium account. |
| 36.2. | Before
recommending any dividend, the Board may set aside out of the profits of the Company such
sums as it determines as reserves which shall, at the discretion of the Board, be applicable
for any purpose to which the profits of the Company may be properly applied and pending such
application may, also at such discretion, either be employed in the business of the Company
or be invested in such investments as the Board may from time to time think fit and so that
it shall not be necessary to keep any investments constituting the reserve or reserves separate
or distinct from any other investments of the Company. The Board may also without placing
the same to reserve carry forward any profits which it may think prudent not to distribute. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 37.1. | The
Company may, upon the recommendation of the Board, at any time and from time to time pass
an ordinary resolution to the effect that it is desirable to capitalise all or any part of
any amount for the time being standing to the credit of any reserve or fund (including a
share premium account and capital redemption reserve and the profit and loss account) whether
or not the same is available for distribution and accordingly that such amount be set free
for distribution among the Members or any class of Members who would be entitled thereto
if it were distributed by way of dividend and in the same proportions, on the footing that
the same is not paid in cash but is applied either in or towards paying up the amounts for
the time being unpaid on any shares in the Company held by such Members respectively or in
paying up in full unissued shares, debentures or other obligations of the Company, to be
allotted and distributed credited as fully paid up among such Members, or partly in one way
and partly in the other, and the Board shall give effect to such resolution provided that,
for the purposes of this Article, a share premium account and any capital redemption reserve
or fund representing unrealised profits, may be applied only in paying up in full unissued
shares of the Company to be allotted to such Members credited as fully paid. |
| 37.2. | The
Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution
under the last preceding Article and in particular may issue certificates in respect of fractions
of shares or authorise any person to sell and transfer any fractions or may resolve that
the distribution should be as nearly as may be practicable in the correct proportion but
not exactly so or may ignore fractions altogether, and may determine that cash payments shall
be made to any Members in order to adjust the rights of all parties, as may seem expedient
to the Board. The Board may appoint any person to sign on behalf of the persons entitled
to participate in the distribution any contract necessary or desirable for giving effect
thereto and such appointment shall be effective and binding upon the Members. |
| 38.1. | The
Board shall cause true accounts to be kept of the sums of money received and expended by
the Company, and the matters in respect of which such receipt and expenditure take place,
and of the property, assets, credits and liabilities of the Company and of all other matters
required by the Act or necessary to give a true and fair view of the Company’s affairs
and to explain its transactions. |
| 38.2. | The
accounting records shall be kept at the Office or, at such other place or places as the Board
decides and shall always be open to inspection by the Directors. No Member (other than a
Director) shall have any right of inspecting any accounting record or book or document of
the Company except as conferred by law or authorised by the Board or the Company in general
meeting. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 38.3. | Subject
to Article 38.4, a printed copy of the Directors’ report, accompanied by the balance
sheet and profit and loss account, including every document required by law to be annexed
thereto, made up to the end of the applicable financial year and containing a summary of
the assets and liabilities of the Company under convenient heads and a statement of income
and expenditure, together with a copy of the Auditors’ report, shall be sent to each
person entitled thereto at least ten (10) days before the date of the general meeting and
laid before the Company at the annual general meeting held in accordance with Article 14.1
provided that this Article shall not require a copy of those documents to be sent to any
person whose address the Company is not aware or to more than one of the joint holders of
any shares or debentures. |
| 38.4. | Subject
to due compliance with all applicable Statutes, rules and regulations, including, without
limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents,
if any, required thereunder, the requirements of Article 38.3 shall be deemed satisfied in
relation to any person by sending to the person in any manner not prohibited by the Statutes,
summarised financial statements derived from the Company’s annual accounts and the
directors’ report which shall be in the form and containing the information required
by applicable laws and regulations, provided that any person who is otherwise entitled to
the annual financial statements of the Company and the directors’ report thereon may,
if he so requires by notice in writing served on the Company, demand that the Company sends
to him, in addition to summarised financial statements, a complete printed copy of the Company’s
annual financial statement and the directors’ report thereon. |
| 38.5. | The
requirement to send to a person referred to in Article 38.3 the documents referred to in
that article or a summary financial report in accordance with Article 38.4 shall be deemed
satisfied where, in accordance with all applicable Statutes, rules and regulations, including,
without limitation, the rules of the Designated Stock Exchange, the Company publishes copies
of the documents referred to in Article 38.3 and, if applicable, a summary financial report
complying with Article 38.4, on the Company’s computer network or in any other permitted
manner (including by sending any form of electronic communication), and that person has agreed
or is deemed to have agreed to treat the publication or receipt of such documents in such
manner as discharging the Company’s obligation to send to him a copy of such documents. |
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EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 39.1. | Unless
the Directors otherwise prescribe, the financial year end of the Company shall be 31st December
in each year and, following the year of incorporation, shall begin on 1st January in each
year. |
| 40.1. | Subject
to applicable law and rules of the Designated Stock Exchange: |
| (a) | At
the annual general meeting or at a subsequent extraordinary general meeting in each year,
the Members shall appoint an auditor to audit the accounts of the Company and such auditor
shall hold office until the Members appoint another auditor. Such auditor may be a Member
but no Director or officer or employee of the Company shall, during his continuance in office,
be eligible to act as an auditor of the Company. |
| (b) | A
person, other than a retiring Auditor, shall not be capable of being appointed Auditor at
an annual general meeting unless notice in writing of an intention to nominate that person
to the office of Auditor has been given not less than fourteen (14) days before the annual
general meeting and furthermore, the Company shall send a copy of any such notice to the
retiring Auditor. The Members may, at any general meeting convened and held in accordance
with these Articles, by Special Resolution remove the Auditor at any time before the expiration
of his term of office and shall by ordinary resolution at that meeting appoint another Auditor
in his stead for the remainder of his term. |
| (c) | The
Members may, at any general meeting convened and held in accordance with these Articles,
by ordinary resolution remove the Auditor at any time before the expiration of his term of
office and shall by ordinary resolution at that meeting appoint another Auditor in his stead
for the remainder of his term. |
| 40.2. | Subject
to the Act the accounts of the Company shall be audited at least once in every year. |
| 40.3. | The
remuneration of the Auditor shall be fixed by the Company in general meeting or in such manner
as the Members may determine. |
| 40.4. | If
the office of auditor becomes vacant by the resignation or death of the Auditor, or by his
becoming incapable of acting by reason of illness or other disability at a time when his
services are required, the Directors shall fill the vacancy and determine the remuneration
of such Auditor. |
| 54 |
| |
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| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 40.5. | The
Auditor shall at all reasonable times have access to all books kept by the Company and to
all accounts and vouchers relating thereto; and he may call on the Directors or officers
of the Company for any information in their possession relating to the books or affairs of
the Company. |
| 40.6. | The
statement of income and expenditure and the balance sheet provided for by these Articles
shall be examined by the Auditor and compared by him with the books, accounts and vouchers
relating thereto; and he shall make a written report thereon stating whether such statement
and balance sheet are drawn up so as to present fairly the financial position of the Company
and the results of its operations for the period under review and, in case information shall
have been called for from Directors or officers of the Company, whether the same has been
furnished and has been satisfactory. The financial statements of the Company shall be audited
by the Auditor in accordance with generally accepted auditing standards. The Auditor shall
make a written report thereon in accordance with generally accepted auditing standards and
the report of the Auditor shall be submitted to the Members in general meeting. The generally
accepted auditing standards referred to herein may be those of a country or jurisdiction
other than the Cayman Islands. If so, the financial statements and the report of the Auditor
should disclose this fact and name such country or jurisdiction |
| 41.1. | Any
Notice or document, whether or not, to be given or issued under these Articles from the Company
to a Member shall be in writing or by cable, telex or facsimile transmission message or other
form of electronic transmission or communication and any such Notice and document may be
served or delivered by the Company on or to any Member either personally or by sending it
through the post in a prepaid envelope addressed to such Member at his registered address
as appearing in the Register or at any other address supplied by him to the Company for the
purpose or, as the case may be, by transmitting it to any such address or transmitting it
to any telex or facsimile transmission number or electronic number or address or website
supplied by him to the Company for the giving of Notice to him or which the person transmitting
the notice reasonably and bona fide believes at the relevant time will result in the Notice
being duly received by the Member or may also be served by advertisement in appropriate newspapers
in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted
by the applicable laws, by placing it on the Company’s website and giving to the member
a notice stating that the notice or other document is available there (a “notice of
availability”). The notice of availability may be given to the Member by any of the
means set out above. In the case of joint holders of a share all notices shall be given to
that one of the joint holders whose name stands first in the Register and notice so given
shall be deemed a sufficient service on or delivery to all the joint holders. |
| 55 |
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| Auth Code: B72690301152 |
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|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 41.2. | Any
Notice or other document: |
| (a) | if
served or delivered by post, shall where appropriate be sent by airmail and shall be deemed
to have been served or delivered on the day following that on which the envelope containing
the same, properly prepaid and addressed, is put into the post; in proving such service or
delivery it shall be sufficient to prove that the envelope or wrapper containing the notice
or document was properly addressed and put into the post and a certificate in writing signed
by the Secretary or other officer of the Company or other person appointed by the Board that
the envelope or wrapper containing the Notice or other document was so addressed and put
into the post shall be conclusive evidence thereof; |
| (b) | if
sent by electronic communication, shall be deemed to be given on the day on which it is transmitted
from the server of the Company or its agent. A Notice placed on the Company’s website
is deemed given by the Company to a Member on the day following that on which a notice of
availability is deemed served on the Member; |
| (c) | if
served or delivered in any other manner contemplated by these Articles, shall be deemed to
have been served or delivered at the time of personal service or delivery or, as the case
may be, at the time of the relevant despatch or transmission; and in proving such service
or delivery a certificate in writing signed by the Secretary or other officer of the Company
or other person appointed by the Board as to the act and time of such service, delivery,
despatch or transmission shall be conclusive evidence thereof; and |
| (d) | may
be given to a Member in the English language or such other language as may be approved by
the Directors, subject to due compliance with all applicable Statutes, rules and regulations. |
| 41.3. | Any
Notice or other document delivered or sent by post to or left at the registered address of
any Member in pursuance of these Articles shall, notwithstanding that such Member is then
dead or bankrupt or that any other event has occurred, and whether or not the Company has
notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered
in respect of any share registered in the name of such Member as sole or joint holder unless
his name shall, at the time of the service or delivery of the Notice or document, have been
removed from the Register as the holder of the share, and such service or delivery shall
for all purposes be deemed a sufficient service or delivery of such Notice or document on
all persons interested (whether jointly with or as claiming through or under him) in the
share. |
| 56 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 41.4. | A
Notice may be given by the Company to the person entitled to a share in consequence of the
death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid
letter, envelope or wrapper addressed to him by name, or by the title of representative of
the deceased, or trustee of the bankrupt, or by any like description, at the address, if
any, supplied for the purpose by the person claiming to be so entitled, or (until such an
address has been so supplied) by giving the notice in any manner in which the same might
have been given if the death, mental disorder or bankruptcy had not occurred. |
| 41.5. | Any
person who by operation of law, transfer or other means whatsoever shall become entitled
to any share shall be bound by every Notice in respect of such share which prior to his name
and address being entered on the Register shall have been duly given to the person from whom
he derives his title to such share. |
| 42.1. | For
the purposes of these Articles, a cable or telex or facsimile or electronic transmission
message purporting to come from a holder of shares or, as the case may be, a Director, or,
in the case of a corporation which is a holder of shares from a director or the secretary
thereof or a duly appointed attorney or duly authorised representative thereof for it and
on its behalf, shall in the absence of express evidence to the contrary available to the
person relying thereon at the relevant time be deemed to be a document or instrument in writing
signed by such holder or Director in the terms in which it is received. |
| 43.1. | A
resolution that the Company be wound up by the court or be wound up voluntarily shall be
a Special Resolution which shall, in this instance, include approval by the two thirds of
all shareholders of the Company of the Company. |
| 43.2. | Subject
to any special rights, privileges or restrictions as to the distribution of available surplus
assets on liquidation for the time being attached to any class or classes of shares (i) if
the Company shall be wound up and the assets available for distribution amongst the Members
of the Company shall be more than sufficient to repay the whole of the capital paid up at
the commencement of the winding up, the excess shall be distributed pari passu amongst such
members in proportion to the amount paid up on the shares held by them respectively and (ii)
if the Company shall be wound up and the assets available for distribution amongst the Members
as such shall be insufficient to repay the whole of the paid-up capital such assets shall
be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion
to the capital paid up, or which ought to have been paid up, at the commencement of the winding
up on the shares held by them respectively. |
| 57 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 43.3. | If
the Company shall be wound up (whether the liquidation is voluntary or by the court) the
liquidator may, with the authority of a Special Resolution and any other sanction required
by the Act, divide among the Members in specie or kind the whole or any part of the assets
of the Company and whether or not the assets shall consist of properties of one kind or shall
consist of properties to be divided as aforesaid of different kinds, and may for such purpose
set such value as he deems fair upon any one or more class or classes of property and may
determine how such division shall be carried out as between the Members or different classes
of Members. The liquidator may, with the like authority, vest any part of the assets in trustees
upon such trusts for the benefit of the Members as the liquidator with the like authority
shall think fit, and the liquidation of the Company may be closed and the Company dissolved,
but so that no contributory shall be compelled to accept any shares or other property in
respect of which there is a liability. |
| 44.1. | The
Directors, Secretary and other officers for the time being of the Company and the liquidator
or trustees (if any) for the time being acting in relation to any of the affairs of the Company
and everyone of them, and everyone of their heirs, executors and administrators, shall be
indemnified and secured harmless out of the assets and profits of the Company from and against
all actions, costs, charges, losses, damages and expenses which they or any of them, their
or any of their heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, in their respective offices or trusts; and none of them shall be answerable
for the acts, receipts, neglects or defaults of the other or others of them or for joining
in any receipts for the sake of conformity, or for any bankers or other persons with whom
any moneys or effects belonging to the Company shall or may be lodged or deposited for safe
custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging
to the Company shall be placed out on or invested, or for any other loss, misfortune or damage
which may happen in the execution of their respective offices or trusts, or in relation thereto;
PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of said persons. |
| 58 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
| 44.2. | Each
Member agrees to waive any claim or right of action he might have, whether individually or
by or in the right of the Company, against any Director on account of any action taken by
such Director, or the failure of such Director to take any action in the performance of his
duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter
in respect of any fraud or dishonesty which may attach to such Director. |
| 45. | AMENDMENT
TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY |
| 45.1. | No
Article shall be rescinded, altered or amended and no new Article shall be made until the
same has been approved by a Special Resolution of the Members. A Special Resolution shall
be required to alter the provisions of the Memorandum of Association or to change the name
of the Company. |
| 46.1. | No
Member shall be entitled to require discovery of or any information respecting any detail
of the Company’s trading or any matter which is or may be in the nature of a trade
secret or secret process which may relate to the conduct of the business of the Company and
which in the opinion of the Directors it will be inexpedient in the interests of the members
of the Company to communicate to the public. |
| 47. | mergers
and CONSOLIDATIONS |
| 47.1. | Subject
to the Act and these Articles, the Company shall, with the approval of a Special Resolution,
have the power to merge or consolidate with one or more constituent companies (as defined
in the Act) upon such terms as the Directors may determine. |
| 48. | TRANSFERS
BY WAY OF CONTINUATION |
| 48.1. | Subject
to the Act and these Articles, the Company shall, with the approval of a Special Resolution,
have the power to register by way of continuation as a body corporate under the laws of a
jurisdiction outside of the Cayman Islands and be deregistered in the Cayman Islands. |
| 59 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
|
EXEMPTED
Company Registered and
filed as No. 394393 On 30-Sep-2022
Acting
Assistant Registrar |
NFT
Limited
Dated
this 30th day of September 2022 |
|
|
|
[Charlotte
Cloete, Manager] |
|
|
|
Cricket
Square, Hutchins Drive, |
|
P.O.
Box 2681 |
|
Grand
Cayman KY1-1111 |
|
Cayman
Islands |
|
|
|
/s/
Charlotte Cloete |
|
Charlotte
Cloete |
|
|
|
/s/
Akeylah Bartlett |
|
Akeylah Bartlett |
|
Witness
to the above signature |
|
Address: |
Cricket
Square, Hutchins Drive, |
|
|
P.O.
Box 2681 |
|
|
Grand
Cayman KY1-1111 |
|
|
Cayman
Islands |
|
|
|
|
Occupation: Onboarding Administrator |
|
| 60 |
| |
| Auth Code: B72690301152 |
| www.verify.gov.ky |
v3.23.2
Cover
|
Sep. 06, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 06, 2023
|
Entity File Number |
001-38036
|
Entity Registrant Name |
TAKUNG
ART CO., LTD
|
Entity Central Index Key |
0001491487
|
Entity Tax Identification Number |
26-4731758
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
Office
Q 11th Floor
|
Entity Address, Address Line Two |
Kings
Wing Plaza 2
|
Entity Address, Address Line Three |
No.
1 Kwan Street
|
Entity Address, City or Town |
Sha
Tin
|
Entity Address, Country |
HK
|
Entity Address, Postal Zip Code |
00000
|
City Area Code |
86
|
Local Phone Number |
13020144962
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
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|
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TKAT
|
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NYSEAMER
|
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Grafico Azioni Takung Art (AMEX:TKAT)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Takung Art (AMEX:TKAT)
Storico
Da Giu 2023 a Giu 2024