UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F
(Mark
One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended __________________
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report: March 30, 2020
Commission
File Number: 001-39258
METEN
EDTECHX EDUCATION GROUP LTD.
(Exact
name of Registrant as specified in its charter)
|
Not
applicable
|
|
Cayman
Islands
|
|
(Translation
of Registrant’s name into English)
|
|
(Jurisdiction
of incorporation or organization)
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3rd
Floor, Tower A
Tagen
Knowledge & Innovation Center
2nd
Shenyun West Road, Nanshan District
Shenzhen,
Guangdong Province 518000
People’s
Republic of China
(Address of Principal Executive Offices)
Mr.
Ng Kwok Yin, Chief Financial Officer
3rd
Floor, Tower A
Tagen
Knowledge & Innovation Center
2nd
Shenyun West Road, Nanshan District
Shenzhen,
Guangdong Province 518000
People’s
Republic of China
Tel:
+86 755 8294 5250
Fax:
+86 755 8299 5963
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Ordinary Shares, $0.0001 par value per share
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METX
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The Nasdaq Stock Market LLC
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Securities
registered or to be registered pursuant to Section 12(g) of the Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of
each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:
53,100,534 ordinary shares.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Emerging
growth company ☒
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If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
|
US
GAAP ☐
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International
Financial Reporting Standards as issued by the International Accounting Standards Board ☒
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Other
☐
|
If
“Other” has been checked in response to the previous question indicate by check mark which financial statement item
the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☐
Table
of Contents
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Shell Company Report
on Form 20-F (including information incorporated by reference herein, the “Report”) is being filed by Meten EdtechX
Education Group Ltd., a Cayman Islands exempted company (“Holdco”). Unless otherwise indicated, “we,”
“us,” “our,” and “Holdco,” and similar terminology refers to Meten EdtechX Education Group
Ltd., a company organized under the laws of the Cayman Islands, and its subsidiaries subsequent to the Mergers (defined below).
References to “Meten,” the “Company” and “Meten Education Group Ltd.” refers to Meten Education
Group Ltd. prior to the consummation of the Mergers.
This Report contains
or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant
risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking
statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,”
“intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations
of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary
language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may
cause actual results to differ materially from the expectations described in our forward-looking statements, including among other
things, the items identified in the “Risk Factors” section of Holdco’s registration statement on Form F-4 (SEC
File No. 333-235859), which are incorporated by reference into this Report and which was filed with the United States Securities
and Exchange Commission (the “Securities and Exchange Commission”) on January 9, 2020, as subsequently amended (the
“Form F-4”).
Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance
that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number
of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond
our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake
no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which
we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events,
conditions or circumstances upon which any statement is based.
EXPLANATORY
NOTE
On December 12, 2019,
Holdco entered into an Agreement and Plan of Reorganization (“Merger Agreement”) by and among Holdco, EdtechX Holdings
Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation and wholly owned
subsidiary of Holdco (“EdtechX Merger Sub”), Meten Education Group Ltd., a Cayman Islands exempted company and wholly
owned subsidiary of Holdco (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”),
and Meten International Education Group, a Cayman Islands exempted company (“Meten” or the “Company”)
which, among other things, provided for (i) Meten Merger Sub to merge with and into the Company, with the Company being the surviving
entity of such merger (the “Meten Merger”) and becoming a wholly-owned subsidiary of Holdco (“Surviving Cayman
Islands Company”) and (ii) EdtechX Merger Sub to merge with and into EdtechX, with EdtechX being the surviving entity of
the merger (the “EdtechX Merger” and together with the Meten Merger, the “Mergers”) and becoming a wholly-owned
subsidiary of Holdco.
On March 30,
2020, the parties to the Merger Agreement consummated the Mergers. Immediately prior to the closing of the Mergers, EdtechX
completed its private placement with the designees of Azimut Enterprises Holdings S.r.l. (the “Azimut Investor”)
in the amount of $20,000,000. Concurrently with the closing of the Mergers, Holdco’s PIPE financing with two
unaffiliated third-party investors, one of which is Xiamen ITG Holding Group, a China-based Fortune Global 500 company (the
“ITG Education”), in an aggregate investment of $12 million was completed on March 30, 2020 (the “$12
million PIPE financing”). Holdco’s PIPE financing with another unaffiliated third-party investor (the “$4
million PIPE investor”) in an aggregate investment of $4 million (the “$4 million PIPE”) was not completed
concurrently with the consummation of the Mergers as originally contemplated due to the PRC foreign exchange approval related
delay, and is currently expected to be completed in April 2020. This Report is being filed by Holdco in connection with the
Mergers.
PART
I
ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A.
Directors and Senior Management
The directors and
executive officers upon consummation of the Mergers are set forth in the Form F-4 in the section entitled “The Director
Proposal” and is incorporated herein by reference. ITG Education has the right to appoint one
director to the board of director of Holdco and two subsidiaries of the Company within 30 business days of the closing of the
Mergers, immediately prior to which Holdco’s director Yongchao Chen will cease to be a director.
The business address
for each of Holdco’s directors and senior management is 3rd Floor, Tower A Tagen Knowledge & Innovation Center, 2nd Shenyun
West Road, Nanshan District, Shenzhen, Guangdong Province 518000, The People’s Republic of China.
B.
Advisors
Not
applicable.
C.
Auditors
From Holdco’s inception
through the consummation of the Mergers, Marcum LLP (“Marcum”), 750 3rd Avenue, 11th Floor, New York, New York 10017,
acted as Holdco’s independent auditing firm. Marcum has also acted as the EdtechX’s independent auditing firm since
its inception.
Following the consummation of the Mergers, KPMG Huazhen LLP (“KPMG Huazhen”), 15th Floor, China Resources Tower, 2666 Keyuan
South Road, Nanshan District, Guangdong Province, The People’s Republic of China, the independent auditor of Meten, is expected
to be engaged as the independent auditor of Holdco.
ITEM
2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not
Applicable.
ITEM
3. KEY INFORMATION
A.
Selected Financial Data
The
information regarding Meten’s selected financial information is included in the Form F-4 in the section entitled
“Selected Historical Financial Information,” which is incorporated herein by reference. The financial statements
of Meten are presented in Chinese Renminbi (“RMB”).
B.
Capitalization and Indebtedness
Not
applicable.
C.
Reasons for the Offer and Use of Proceeds
Not
applicable.
D.
Risk Factors
The risk factors associated
with Holdco’s business are described in the Form F-4 in the section entitled “Risk Factors” and are incorporated
herein by reference.
ITEM
4. INFORMATION ON THE COMPANY
A.
History and Development of the Company
Holdco was formed to
serve as a holding company for Meten and EdtechX after consummation of the Mergers contemplated by the Merger Agreement. Holdco,
a Cayman Islands exempted company, was formed on September 27, 2019. Prior to the Mergers, Holdco owned no material assets and
did not operate any business. Meten’s principal executive office is located at 3rd Floor, Tower A, Tagen Knowledge &
Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518045, The People’s Republic of
China. Holdco’s telephone number is +86 755 8294 5250.
On March 30,
2020, the parties consummated the Mergers. Immediately prior to the Mergers, the Azimut Investor invested $20,000,000 in
EdtechX to purchase 2,000,000 units of EdtechX (with each unit consisting of one ordinary share and one warrant to purchase
one ordinary share of EdtechX at a price of $11.50 per share) (the “Azimut Investment”), which
were converted into same number of units of the Holdco upon closing of the Mergers. Upon closing of the Mergers, Holdco
consummated the $12 million PIPE financing with two unaffiliated third-party investors, one of which is ITG Education. The $4
million PIPE with another unaffiliated third-party investor was not completed concurrently with the consummation of the
Mergers as originally contemplated due to the PRC foreign exchange approval related delay, and is currently expected to be
completed in April 2020.
B. Business Overview
Following and as a
result of the Mergers, all of Holdco’s business is conducted through Meten and its subsidiaries. A description of the business
of Meten is included in the Form F-4 in the sections entitled “Business of Meten” and “Meten’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.
C.
Organizational Structure
Upon
consummation of the Mergers, Meten and EdtechX became a wholly owned subsidiary of Holdco. Holdco’s organizational chart
is below:
D.
Property, Plants and Equipment
Meten
is headquartered in Shenzhen and has 149 learning centers in China (covering 36 cities in 18 provinces) as of September 30, 2019.
Such properties are described in the Form F-4 in the section entitled “Business of Meten” and are incorporated herein
by reference.
ITEM
4A. UNRESOLVED STAFF COMMENTS
None.
ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The
discussion and analysis of the financial condition of Meten is included in the Form F-4 in the section entitled “Meten’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations” which is incorporated herein
by reference.
ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Executive Officers
The
information set forth in Item 1.A. of this Report is incorporated herein by reference.
B.
Compensation
The
executive compensation of Holdco’s executive officers and directors is described in the Form F-4 in the section entitled
“Executive Compensation” which information is incorporated herein by reference.
C.
Board Practices
The
information set forth in Item 1.A. of this Report is incorporated herein by reference.
D.
Employees
As
of December 31, 2019, Meten had 5,578 full-time employees.
E.
Share Ownership
Ownership
of Holdco’s shares by its executive officers and directors upon consummation of the Mergers is set forth in Item 7.A
of this Report.
ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.
Major Shareholders
The following table sets
forth information regarding the beneficial ownership based on 53,100,534 of our ordinary shares outstanding as of March 31, 2020
(subsequent to the closing of the Mergers and the $12 million PIPE financing), based on information obtained from the persons named
below, with respect to the beneficial ownership of our shares by:
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●
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each
person known by us to be the beneficial owner of more than 5% of our outstanding shares;
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●
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each
of our officers and directors; and
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●
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all
our officers and directors as a group.
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In connection with
the exercise of the cash election under the Merger Agreement, JZ Education Investment Limited, AP Education Investment
Limited and RG Education Investment Limited (the “Electing Shareholders”) have elected to receive cash
consideration in an aggregate amount of $4,810,818.35 in lieu of 462,579 ordinary shares of Holdco. The cash consideration
will be paid to the Electing Shareholders in installments, subject to and after receipt of the proceeds of the $6 million
PIPE from ITG Education or the $4 million PIPE from an unaffiliated third party by Holdco. Holdco has received the $6
million investment from ITG Education as of the date of this Report. If the $4 million PIPE is
not completed by the 15th business days after the closing of the Mergers (the “Long Stop Date”), 192,308 of our
ordinary shares will be issued to the Electing Shareholders in lieu of the $2,000,000 cash consideration that the Electing
Shareholders has elected to receive for the Mergers, which would dilute Holdco’s shareholders on a pro rata basis.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
ordinary shares beneficially owned by them.
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Name and Address of Beneficial Owner
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Amount
and
nature of
beneficial
ownership
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Percentage
of
outstanding
ordinary
shares
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Directors and Executive Officers(1)
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Benjamin Vedrenne-Cloquet
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*
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*
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Charles McIntyre
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*
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*
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Jishuang Zhao
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13,829,929
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(2)
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26.04
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%
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Siguang Peng
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6,982,884
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(3)
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13.15
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%
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Yupeng Guo
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6,614,502
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(4)
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12.46
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%
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Yongchao Chen
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*
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(5)
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*
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Yanli Chen
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—
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0
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Zhiyi Xie
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—
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0
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Ying Chen
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—
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0
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Ng Kwok Yin
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—
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0
|
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All directors and executive officers post-Mergers as a group
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28,120,776
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52.96
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%
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Five Percent or Greater Shareholders
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JZ Education Investment
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13,829,929
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(2)
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26.04
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%
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AP Education Investment
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6,982,884
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(3)
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13.15
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%
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RG Education Investment
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6,614,501
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(4)
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12.46
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%
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MLZ Investment Management Limited
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4,535,122
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(5)
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8.54
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%
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Entities affiliated with Daoge
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5,450,364
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(6)
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10.26
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%
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(1)
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Unless
otherwise indicated, the business address of each of the individuals is 3rd Floor, Tower A, Tagen Knowledge & Innovation Center,
2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518045, The People’s Republic of China.
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(2)
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Represents
13,829,929 ordinary shares directly held by JZ Education Investment, a business company limited by shares incorporated in
British Virgin Islands. If the $4 million PIPE has not been completed by the Long Stop Date, 100,707 ordinary shares will be
issued to JZ Education Investment, and JZ Education Investment will hold 13,930,636 ordinary shares in total, representing 26.14% of our outstanding shares immediately thereafter. JZ Education Investment is controlled by The Zhao Jishuang Family Trust,
a trust established under the laws of British Virgin Islands and managed by Conyers Trustee as trustee. Mr. Jishuang Zhao is
the settlor of The Zhao Jishuang Family Trust and Mr. Jishuang Zhao and his family members are the trust’s
beneficiaries. Under the term of this trust, Mr. Jishuang Zhao has the power to direct the trustee with respect to the
retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by JZ Education
Investment in Holdco. The registered office of JZ Education Investment is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road
Town, Tortola, British Virgin Islands VG1110.
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(3)
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Represents
6,982,884 ordinary shares directly held by AP Education Investment, a business company limited by shares incorporated in British
Virgin Islands. If the $4 million PIPE has not been completed by the Long Stop Date, 47,688 ordinary shares will be issued to
AP Education Investment, and AP Education Investment will hold 7,030,572 ordinary shares in total, representing 13.19% of our outstanding
shares immediately thereafter. AP Education Investment is controlled by The Peng Siguang Family Trust, a trust established under
the laws of British Virgin Islands and managed by Conyers Trustee as trustee. Mr. Siguang Peng is the settlor of The Peng Siguang
Family Trust and Mr. Siguang Peng and his family members are the trust’s beneficiaries. Under the term of this trust, Mr.
Siguang Peng has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting
and other rights attached to, the shares held by AP Education Investment in Holdco. The registered office of AP Education
Investment is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
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(4)
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Represents 1 ordinary share held by Mr. Yupeng Guo and 6,614,501 ordinary shares directly held by RG Education Investment, a business company limited by shares incorporated in British
Virgin Islands. If the $4 million PIPE has not been completed by the Long Stop Date, 43,913 ordinary shares will be issued to
RG Education Investment, and RG Education Investment will hold 6,658,414 ordinary shares in total, representing 12.49% of our outstanding
shares immediately thereafter. RG Education Investment is controlled by The Guo Yupeng Family Trust, a trust established under
the laws of British Virgin Islands and managed by Conyers Trustee as trustee. Mr. Yupeng Guo is the settlor of The Guo Yupeng
Family Trust and Mr. Yupeng Guo and his family members are the trust’s beneficiaries. Under the term of this trust, Mr.
Yupeng Guo has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and
other rights attached to, the shares held by RG Education Investment in Holdco. The registered office of RG Education Investment
is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
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(5)
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Represents 4,535,122 ordinary shares directly held by MLZ Investment Management Limited, a business company limited by shares incorporated in British Virgin Islands. MLZ Investment Management Limited is a holding vehicle holding shares for certain director nominee and employees of Holdco and is owned as to 1.46% by Yongchao Chen, a director nominee of Holdco, and 98.54% by certain employees of Meten (none of whom holding more than 5% of shares of Holdco on a look-through basis). Ms. Siqi Huang, an employee representative of Holdco, as the sole director of MLZ Investment Management Limited, has the power to direct the company with respect to the disposal of, and the exercise of any voting and other rights attached to, the shares held by MLZ Investment Management Limited in Holdco. The registered office of MLZ Investment Management Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
|
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(6)
|
Represents
(i) 1,870,339 ordinary shares held by DG NO. 21 EDUCATION INVESTMENT LIMITED, or DG No.21; and (ii) 3,580,025 ordinary shares
held by DG EDUCATION INVESTMENT LIMITED. DG No.21 is wholly owned by No.21 Daoge. DG EDUCATION INVESTMENT LIMITED is owned as
to 55.64% by Shenzhen Daoge Development No.2 Investment Fund Partnership (Limited Partnership), or No.2 Daoge and 44.36% by No.
6 Daoge. Each of No.2 Daoge, No. 6 Daoge and No. 21 Daoge is a limited partnership incorporated in China. Shenzhen Daoge Capital
Management Co., Ltd. is the general partner of No.2 Daoge, No.6 Daoge and No.21 Daoge, and is controlled by Mr. Chenyang Xu. The
registered address of No. 2 Daoge is Room 201, Block A, No.1 Qianwanyi Road, Qianhai Shengang Cooperation Zone, Shenzhen, Guangdong
Province, China. The registered address of each of No. 6 Daoge and No. 21 Daoge is Room 3401-3402, Zhong Zhou Building, No. 3088
Jintian Road, Fution Street, Futian District, Shen Zhen, Guangdong Province, China.
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|
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B.
Related Party Transactions
Related
party transactions of Holdco and Meten are described in the Form F-4 in the section entitled “Certain Relationships
and Related Person Transactions” which is incorporated by reference herein.
C.
Interests of Experts and Counsel
Not
Applicable.
ITEM
8. FINANCIAL INFORMATION
A.
Consolidated Statements and Other Financial Information
See
Item 18 of this Report.
B.
Significant Changes
Not
applicable.
ITEM
9. THE OFFER AND LISTING
A.
Offer and Listing Details
Our ordinary shares
are listed on the Nasdaq Capital Market under the symbol METX. Holders of our ordinary shares should obtain current market quotations
for their shares. The warrants can be traded by the holders in the over-the-counter markets as they do not currently have sufficient round lot holders
to qualify for listing on the Nasdaq Capital Market.
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares
are listed on the Nasdaq Capital Market under the symbol METX. The warrants can be traded by the holders in the over-the-counter markets as they
do not currently have sufficient round lot holders to qualify for listing on the Nasdaq Capital Market.
D.
Selling Shareholders
Not
applicable.
E.
Dilution
Not
applicable.
F.
Expenses of the Issue
Not
applicable.
ITEM
10. ADDITIONAL INFORMATION
A.
Share Capital
We are authorized to issue
500,000,000 ordinary shares, US$0.0001 par value per share. As of March 31, 2020, subsequent to the closing of the Mergers and
the $12 million PIPE financing, there were 53,100,534 ordinary shares of outstanding. There were also 12,705,000 warrants outstanding,
each to purchase one ordinary share at a price of $11.50 per share. We also have unit purchase options outstanding to purchase
250,000 units. Each unit represent one ordinary share and one warrant. Certain of our shareholders are subject to transfer restrictions
as contained in the Form F-4 in the section entitled “The Merger Proposal — Related Agreements or Arrangements —
Restrictions on Transfer”. In connection with the listing application on the Nasdaq Capital Market, EdtechX has waived compliance
with the lock-up restrictions applicable to certain of our non-affiliate shareholders with respect to an aggregate of 2,238,109
ordinary shares.
B.
Memorandum and Articles of Association
The
description of our Amended and Restated Memorandum and Articles of Association is contained in the Form F-4 in the section entitled
“The Charter Proposals - Holdco’s Amended and Restated Memorandum and Articles of Association,” which is incorporated
herein by reference.
C.
Material Contracts
The
description of our Material Contracts is contained in the Form F-4 in the section entitled “Business of Meten — Our
Corporate and Shareholding Structure — Contractual Arrangements with Our VIEs and Their Respective Shareholders,”
which is incorporated herein by reference.
D.
Exchange Controls and Other Limitations Affecting Security Holders
Under the laws of the
Republic of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange
controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary
shares.
E.
Taxation
The
material United States federal income tax consequences of owning and disposing of our securities following the Mergers are described
in the Form F-4 in the sections entitled “The Merger Proposal - Material United States Federal Income Tax Considerations,”
which is incorporated herein by reference.
F.
Dividends and Paying Agents
Holdco has no current plans to pay dividends. Holdco does not
currently have a paying agent.
G.
Statement by Experts
Not
applicable.
H.
Documents on Display
We
are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,”
we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements,
and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery
provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we
are not required to file reports and financial statements with the Securities and Exchange Commission as frequently or as promptly
as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the Securities
and Exchange Commission an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm.
We also furnish to the Securities and Exchange Commission, on Form 6-K, unaudited financial information after each of our first
three fiscal quarters. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that contains reports
and other information that we file with or furnish electronically with the Securities and Exchange Commission.
I.
Subsidiary Information
Not
applicable.
ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The
information set forth in the section entitled “Meten’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Quantitative and Qualitative Disclosure about Market Risk” in the Form F-4 is incorporated herein
by reference.
ITEM
12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not
applicable.
PART
II
ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not
required
ITEM
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not
required
ITEM
15. CONTROLS AND PROCEDURES
Not
required
ITEM
16. [RESERVED]
Not
required
ITEM
16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not
required
ITEM
16B. CODE OF ETHICS
Not
required
ITEM
16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not
required
ITEM
16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not
required
ITEM
16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None
ITEM
16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Following the consummation of the Mergers, KPMG Huazhen, the
independent auditor of Meten, is expected to be engaged as the independent auditor of Holdco. In connection with
the Mergers, Marcum, which was the auditor for Holdco and EdtechX, was informed that it would no longer be our auditor.
The
reports of Marcum on the financial statements of Holdco for the period from September 27, 2019 (inception) through
September 30, 2019 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During
the period from September 27, 2019 (inception) through September 30, 2019 and through the Mergers (the “Effective Date”),
there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedure, which such disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum
to make reference thereto in its reports on the financial statements of Holdco for such periods. During the period from September
27, 2019 (inception) through September 30, 2019, and through the Effective Date, there were no “reportable events”
as that term is described in paragraphs (A) through (D) of Item 16F(a)(1)(v) of Form 20-F.
During the period from
September 27, 2019 (inception) through September 30, 2019, and through the Effective Date, neither Holdco, nor anyone on its behalf,
consulted KPMG Huazhen regarding either (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered with respect to the financial statements of Holdco and neither
a written report was provided to Holdco or oral advice was provided that KPMG Huazhen concluded was an important factor considered
by Holdco in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either
the subject of a “disagreement,” as that term is defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions
to Item 16F of Form 20-F, or a “reportable event,” as that term is described in Item 16F(a)(1)(v) of Form 20-F.
Holdco provided Marcum
with a copy of the disclosure it is making in this Report and requested that Marcum furnish Holdco with a letter addressed to
the U.S. Securities and Exchange Commission (the “SEC”), pursuant to Item 16F(a)(3) of Form 20-F, stating whether
Marcum agrees with the statements made by Holdco in this Report, and if not, in which respects Marcum does not agree. A copy of
Marcum’s letter to the Securities and Exchange Commission dated March 31, 2020 is attached as Exhibit 15.2 to this Report.
ITEM
16G. CORPORATE GOVERNANCE
Not
required.
ITEM
16H. MINE SAFETY DISCLOSURE
Not
Applicable.
PART
III
ITEM
17. FINANCIAL STATEMENTS
See
Item 18 of this Report.
ITEM
18. FINANCIAL STATEMENTS
The
disclosures on pages F-1 to F-123 of our proxy statement/prospectus dated March 16, 2020, as filed with the Securities and Exchange
Commission on March 16, 2020, are incorporated by reference herein.
The
information set forth in the Form F-4 in the section entitled “Unaudited Pro forma Condensed Combined Financial Statements”
is incorporated herein by reference.
Unaudited
Condensed Combined Pro Forma Financial Statements of Holdco are included as Exhibit 15.1 hereto.
Item
19. EXHIBITs
|
Exhibit
No.
|
|
Description
|
|
1.1
|
|
Amended and Restated Memorandum and Articles of Association of Holdco (1)
|
|
2.1
|
|
Agreement and Plan of Reorganization (2)
|
|
4.1
|
|
Specimen Warrant Certificate of Holdco.(3)
|
|
4.2
|
|
Specimen Unit Certificate of Holdco. (4)
|
|
4.3
|
|
Form of Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company and Holdco. (5)
|
|
10.1
|
|
Holdco ESOP Plan (6)
|
|
10.2
|
|
Form of Indemnification Agreement with Holdco’s directors and executive officers. (7)
|
|
10.3
|
|
Form of Employment Agreement between Holdco and executive officers of Holdco. (8)
|
|
10.4
|
|
English translation of Business Cooperation Agreement among Zhuhai Meten, Shenzhen Meten and its subsidiaries and shareholders of Shenzhen Meten, dated November 23, 2018. (9)
|
|
10.5
|
|
English translation of Business Cooperation Agreement among Zhuhai Likeshuo, Shenzhen Likeshuo and its subsidiaries and shareholders of Shenzhen Likeshuo, dated November 23, 2018. (10)
|
|
10.6
|
|
English translation of Exclusive Technical Service and Management Consultancy Agreement among Zhuhai Meten and Shenzhen Meten and its subsidiaries, dated November 23, 2018. (11)
|
|
10.7
|
|
English translation of Exclusive Consultancy and Technical Service Agreement among Zhuhai Likeshuo and Shenzhen Likeshuo and its subsidiaries, dated November 23, 2018. (12)
|
|
10.8
|
|
English translation of Exclusive Call Option Agreement among Zhuhai Meten, Shenzhen Meten and its subsidiaries and shareholders of Shenzhen Meten, dated November 23, 2018. (13)
|
|
10.9
|
|
English translation of Exclusive Call Option Agreement among Zhuhai Likeshuo, Shenzhen Likeshuo and its subsidiaries and shareholders of Shenzhen Likeshuo, dated November 23, 2018. (14)
|
|
10.10
|
|
English translation of Exclusive Equity Pledge Agreement among Zhuhai Meten, Shenzhen Meten and its subsidiaries and shareholders of Shenzhen Meten, dated November 23, 2018.(15)
|
|
10.11
|
|
English translation of Exclusive Equity Pledge Agreement among Zhuhai Likeshuo, Shenzhen Likeshuo and its subsidiaries and shareholders of Shenzhen Likeshuo, dated November 23, 2018. (16)
|
|
10.12
|
|
English translation of Shareholders’ Rights Entrustment Agreement among Zhuhai Meten, Shenzhen Meten and its subsidiaries and shareholders of Shenzhen Meten, dated November 23, 2018. (17)
|
|
10.13
|
|
English translation of Shareholders’ Rights Entrustment Agreement among Zhuhai Likeshuo, Shenzhen Likeshuo and its subsidiaries and shareholders of Shenzhen Likeshuo, dated November 23, 2018. (18)
|
|
10.14
|
|
English translation of Spouse Undertakings provided by the spouse of each individual shareholder of Shenzhen Meten, dated November 23, 2018. (19)
|
|
10.15
|
|
English translation of Spouse Undertakings provided by the spouse of each individual shareholders of Shenzhen Likeshuo, dated November 23, 2018. (20)
|
|
10.16
|
|
English translation of supplemental agreement to the contractual arrangements among Shenzhen Meten, Zhuhai Meten and its subsidiaries and shareholders of Shenzhen Meten, dated April 2, 2019.(21)
|
|
15.1
|
|
Unaudited Pro Forma Combined Financial Information (1)
|
|
15.2
|
|
Letter from Marcum LLP dated March 31, 2020 (1)
|
|
21.1
|
|
List of Subsidiaries of Holdco (1)
|
|
(2)
|
Incorporated herein by reference from Exhibit 2.1 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(3)
|
Incorporated herein by reference from Exhibit 4.1 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(4)
|
Incorporated herein by reference from Exhibit 4.2 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(5)
|
Incorporated herein by reference from Exhibit 4.8 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(6)
|
Incorporated herein by reference from Exhibit 10.1 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(7)
|
Incorporated herein by reference from Exhibit 10.2 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(8)
|
Incorporated herein by reference from Exhibit 10.3 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(9)
|
Incorporated herein by reference from Exhibit 10.4 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(10)
|
Incorporated herein by reference from Exhibit 10.5 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(11)
|
Incorporated herein by reference from Exhibit 10.6 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(12)
|
Incorporated herein by reference from Exhibit 10.7 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(13)
|
Incorporated herein by reference from Exhibit 10.8 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(14)
|
Incorporated herein by reference from Exhibit 10.9 to
the Registration Statement on F-4 (file number 333-235859).
|
|
(15)
|
Incorporated herein by reference from Exhibit 10.10
to the Registration Statement on F-4 (file number 333-235859).
|
|
(16)
|
Incorporated herein by reference from Exhibit 10.11
to the Registration Statement on F-4 (file number 333-235859).
|
|
(17)
|
Incorporated herein by reference from Exhibit 10.12 to the Registration Statement on F-4 (file number 333-235859).
|
|
(18)
|
Incorporated herein by reference from Exhibit 10.13 to the Registration Statement on F-4 (file number 333-235859).
|
|
(19)
|
Incorporated herein by reference from Exhibit 10.14 to the Registration Statement on F-4 (file number 333-235859).
|
|
(20)
|
Incorporated herein by reference from Exhibit 10.15 to the Registration Statement on F-4 (file number 333-235859).
|
|
(21)
|
Incorporated herein by reference from Exhibit 10.16 to the Registration Statement on F-4 (file number 333-235859).
|
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this report on its behalf.
|
|
METEN EDTECHX EDUCATION GROUP
LTD.
|
|
|
|
|
|
March 31, 2020
|
By:
|
/s/
Siguang Peng
|
|
|
Name:
|
Siguang Peng
|
|
|
Title:
|
Chief Executive Officer
|
-14-
Exhibit 1.1
THE
COMPANIES LAW
EXEMPTED
COMPANY LIMITED BY SHARES
AMENDED
AND RESTATED
MEMORANDUM
OF ASSOCIATION
OF
Meten
EdtechX Education Group Ltd.
(Adopted
by special resolution passed on March 5, 2020 and effective on March 30, 2020)
|
1.
|
The
name of the Company is Meten EdtechX Education Group Ltd..
|
|
|
|
|
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 and shall include, but without limitation:
|
|
|
(a)
|
to
act and to perform all the functions of a holding company in all its branches and to
coordinate the policy and administration of any subsidiary company or companies wherever
incorporated or carrying on business or of any group of companies of which the Company
or any subsidiary company is a member or which are in any manner controlled directly
or indirectly by the Company;
|
|
|
|
|
|
|
(b)
|
to
act as an investment company and for that purpose to subscribe, acquire, hold, dispose,
sell, deal in or trade upon any terms, whether conditionally or absolutely, shares, stock,
debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities,
foreign exchange, foreign currency deposits and commodities, issued or guaranteed by
any company wherever incorporated, or by any government, sovereign, ruler, commissioners,
public body or authority, supreme, municipal, local or otherwise, by original subscription,
tender, purchase, exchange, underwriting, participation in syndicates or in any other
manner and whether or not fully paid up, and to meet calls thereon.
|
|
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 Law
(Revised).
|
|
|
|
|
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 500,000,000 ordinary shares of
a nominal or par value of US$0.0001 each which shall, subject to the rights of the Board
to deal with the unissued shares of the Company in accordance with Articles 8 and 12
of the Articles of Association, with the power for the Company, insofar as is permitted
by law, to redeem or purchase any of its shares and to increase or reduce the said share
capital subject to the provisions of the Companies Law (Revised) and the Articles of
Association of the Company and to issue any part of its capital, whether original, redeemed
or increased, with or without any preference, priority or special privilege or subject
to any postponement of rights or to any conditions or restrictions; and so that, unless
the conditions of issue shall otherwise expressly declare, every issue of shares, whether
declared to be preference or otherwise, shall be subject to the power hereinbefore contained.
|
|
|
|
|
9.
|
The
Company may exercise the power contained in the Companies Law to deregister in the Cayman
Islands and be registered by way of continuation in another jurisdiction.
|
The
Companies Law (Revised)
Company
Limited by Shares
AMENDED
AND RESTATED
ARTICLES
OF ASSOCIATION
OF
METEN
EDTECHX EDUCATION GROUP LTD.
(Adopted
by way of a Special Resolution passed on March 5, 2020 and effective on March 30, 2020)
INDEX
INTERPRETATION
TABLE
A
|
1.
|
The
regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to
the Company.
|
INTERPRETATION
|
|
2.
|
(1) In these
Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the
meaning set opposite them respectively in the second column.
|
|
|
WORD
|
|
MEANING
|
|
|
|
|
|
|
|
“Affiliate”
|
|
with
respect to any person, means another person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the specified person. With respect to a natural
person, “Affiliate” shall also mean such person’s spouse, parents, children and siblings,
whether by blood, marriage or adoption or anyone residing in such person’s home.
|
|
|
|
|
|
|
|
“Audit
Committee”
|
|
the
audit committee of the Company formed by the Board pursuant to Article 122 hereof, or any successor audit committee.
|
|
|
|
|
|
|
|
“Auditor”
|
|
the
independent auditor of the Company which shall be an internationally recognized firm of
independent accountants.
|
|
|
|
|
|
|
|
“Articles”
|
|
these
Articles in their present form or as supplemented or amended or substituted from time to time.
|
|
|
|
|
|
|
|
“Board”
or “Directors”
|
|
the
board of directors of the Company or the directors present at a meeting of directors of the Company at which
a quorum is present.
|
|
|
|
|
|
|
|
“Chairman”
|
|
means
the chairman of the Board of Directors.
|
|
|
|
|
|
|
|
“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.
|
|
|
|
|
|
|
|
“clearing
house”
|
|
a
clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary
receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
|
|
|
“Company”
|
|
Meten
EdtechX Education Group Ltd.
|
|
|
|
|
|
|
|
“Competent
Regulatory Authority”
|
|
a
competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor)
are listed or quoted on a stock exchange or interdealer quotation system in such territory.
|
|
|
|
|
|
|
|
“Debenture”
and “Debenture Holder”
|
|
include
debenture and debenture holders, respectively.
|
|
|
|
|
|
|
|
“Designated
Stock Exchange”
|
|
the
Nasdaq Global Market and any other stock exchange on which shares in the capital of the Company are listed.
|
|
|
|
|
|
|
|
“dollars”
and “$”
|
|
dollars,
the legal currency of the United States of America.
|
|
|
|
|
|
|
|
“electronic”
|
|
has
the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof
for the time being in force and includes every other law incorporated therewith or substituted therefor.
|
|
|
|
|
|
|
|
“Electronic
Communication”
|
|
electronic
posting to the Company’s website, transmission to any number, address or internet website or other electronic
delivery methods as otherwise decided and approved by the Board.
|
|
|
|
|
|
|
|
“Electronic
Transactions Law”
|
|
the
Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutory amendment or re-enactment
thereof.
|
|
|
|
|
|
|
|
“Electronic
Record”
|
|
has
the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof
for the time being in force and includes every other law incorporated therewith or substituted therefor.
|
|
|
|
|
|
|
|
“Exchange
Act”
|
|
the
Securities Exchange Act of 1934, as amended.
|
|
|
|
|
|
|
|
“Head
Office”
|
|
such
office of the Company as the Directors may from time to time determine to be the principal office of the Company.
|
|
|
|
|
|
|
|
“Law”
|
|
The
Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.
|
|
|
|
|
|
|
|
“Member”
|
|
a
duly registered holder from time to time of the shares in the share capital of the Company.
|
|
|
|
|
|
|
|
“Memorandum
of Association”
|
|
the
memorandum of association of the Company, as amended or substituted from time to time.
|
|
|
“month”
|
|
a
calendar month.
|
|
|
|
|
|
|
|
“Notice”
|
|
written
notice unless otherwise specifically stated and as further defined in these Articles.
|
|
|
|
|
|
|
|
“Office”
|
|
the
registered office of the Company for the time being.
|
|
|
|
|
|
|
|
“Ordinary
Resolution”
|
|
a
resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such
Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its
duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice
has been duly given in accordance with these Articles;
|
|
|
|
|
|
|
|
“Ordinary
Share”
|
|
means
an ordinary share of a par value of US$0.0001 in the capital of the Company.
|
|
|
|
|
|
|
|
“paid
up”
|
|
paid
up or credited as paid up.
|
|
|
|
|
|
|
|
“Person”
|
|
any
natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether
or not having a separate legal personality) or any of them as the context so requires.
|
|
|
|
|
|
|
|
“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.
|
|
|
|
|
|
|
|
“SEC”
|
|
the
United States Securities and Exchange Commission.
|
|
|
|
|
|
|
|
“Seal”
|
|
common
seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman
Islands or in any place outside the Cayman Islands.
|
|
|
|
|
|
|
|
“Secretary”
|
|
any
Person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company
and includes any assistant, deputy, temporary or acting secretary.
|
|
|
“Share
Premium Account”
|
|
the
share premium account established in accordance with these Articles and the Law.
|
|
|
|
|
|
|
|
“Special
Resolution”
|
|
a
resolution shall be a special resolution passed in accordance with the Law, being a resolution passed by not
less than two-thirds (2/3) of votes cast by such Members as, being entitled so to do, vote in person or, in
the case of such Members as are corporations, by their respective duly authorised representative or, where
proxies are allowed, by proxy at a general meeting of which Notice has been given in accordance with these
Articles specifying (without prejudice to the power contained in these Articles to amend the same) the intention
to propose the resolution as a special resolution, has been duly given.
|
|
|
|
|
|
|
|
|
|
a
Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required
under any provision of these Articles or the Statutes.
|
|
|
|
|
|
|
|
“Statutes” the
|
|
Law
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.
|
|
|
|
|
|
|
|
“year”
|
|
a
calendar year.
|
|
(2)
|
In these Articles,
unless there be something within the subject or context inconsistent with such construction:
|
|
|
(a).
|
words
importing the singular include the plural and vice versa;
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|
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(b).
|
words
importing a gender include both gender and the neuter;
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|
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(c).
|
words
importing Persons include companies, associations and bodies of Persons whether corporate
or not;
|
|
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a.
|
“may”
shall be construed as permissive;
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|
|
b.
|
“shall”
or “will” shall be construed as imperative;
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(e).
|
expressions
referring to writing shall, unless the contrary intention appears, be construed as including
printing, lithography, photography and other modes of representing words or figures in
a visible form, and including where the representation takes the form of electronic display,
provided that both the mode of service of the relevant document or notice and
the Member’s election comply with all applicable Statutes, rules and regulations;
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|
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(f).
|
references
to any law, ordinance, statute or statutory provision shall be interpreted as relating
to any statutory modification or re-enactment thereof for the time being in force;
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|
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(g).
|
save
as aforesaid words and expressions defined in the Statutes shall bear the same meanings
in these Articles if not inconsistent with the subject in the context;
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(h).
|
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;
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|
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(i).
|
any
requirements as to delivery under the Articles include delivery in the form of an Electronic
Record or an Electronic Communication;
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(j).
|
Section
8 and 19(3) of the Electronic Transactions Law shall not apply to these Articles to the
extent it imposes obligations or requirements in addition to those set out in these Articles.
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SHARE
CAPITAL
|
|
3.
|
(1)
The share capital of the Company at the date on which these Articles come into effect shall be divided into Ordinary Shares of
a par value of $0.0001 each.
|
(2)
Subject to the Law, the Company’s Memorandum of Association and Articles and, where applicable, the rules of the Designated
Stock Exchange and/or any Competent Regulatory Authority, any power of the Company to purchase or otherwise acquire its own shares
shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.
(3)
No share shall be issued to bearer.
ALTERATION
OF SHARE CAPITAL
|
4.
|
The
Company may from time to time by Ordinary Resolution in accordance with the Law alter
the conditions of its Memorandum of Association to:
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|
|
(a)
|
increase
its share capital by such sum, to be divided into shares of such amounts, as the resolution
shall prescribe;
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|
(b)
|
consolidate
and divide all or any of its share capital into shares of larger amount than its existing
shares;
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|
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(c)
|
without
prejudice to the powers of the Board under Article 12, divide its shares into several
classes and 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 Board may determine provided
always that, for the avoidance of doubt, where a class of shares has been authorized
by the Members no resolution of the Members in general meeting is required for the issuance
of shares of that class and the Board 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 share 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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|
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(d)
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sub-divide
its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum
of Association (subject, nevertheless, to the Law), and may by such resolution determine
that, as between the holders of the shares resulting from such sub-division, 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;
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(e)
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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 share 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 share capital is divided.
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5.
|
The
Board may settle as it considers expedient any difficulty which arises in relation to
any consolidation and division under Article 4 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 Persons 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.
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|
6.
|
The
Company may from time to time by Special Resolution, subject to any confirmation or consent
required by the Law, reduce its share capital or any capital redemption reserve in any
manner permitted by the Law.
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7.
|
Except
so far as otherwise provided by the conditions of issue, or by these Articles, any share
capital raised by the creation of new shares shall be treated as if it formed part of
the original share capital of the Company, and such shares shall be subject to the provisions
contained in these Articles with reference to the payment of calls and instalments, transfer
and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.
|
SHARE
RIGHTS
|
|
8.
|
(1)
Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum of Association and Articles
and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof,
any share in the Company (whether forming part of the present share capital or not) may be issued with or have attached thereto
such rights or restrictions whether in regard to dividend, voting, return of share capital or otherwise as the Board may determine,
including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed
on such terms and in such manner, including out of share capital, as the Board may deem fit.
|
(2)
Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum of Association and Articles
and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof,
any preferred shares may be issued or converted into shares that, at a designated date or at the option of the Company or the
holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as may be
determined, before the issue or conversion of such shares, by either the Board or by the Members by Special Resolution. Where
the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to
a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If
purchases are by tender, tenders shall comply with applicable laws and the rules of the Designated Stock Exchange.
|
9.
|
Subject
to Article 8(1), the Memorandum of Association and any resolution of the Members to the
contrary and without prejudice to any special rights conferred thereby on the holders
of any other shares or class of shares, the share capital of the Company shall be divided
into Ordinary Shares which shall carry equal rights and rank pari passu with one another.
|
VARIATION
OF RIGHTS
|
10.
|
Subject
to the Law and without prejudice to Article 8, 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
the consent in writing of the holders of not less than two-thirds of the issued shares
of the relevant class or 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:
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|
|
(a)
|
separate
general meetings of the holders of a class or series of shares may be called only by
(i) the Chairman of the Board, or (ii) a majority of the Board (unless otherwise specifically
provided by the terms of issue of the shares of such class or series). Nothing in this
Article 10 shall be deemed to give any Member or Members the right to call a class or
series meeting;
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|
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(b)
|
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
of the voting power of the issued shares of that class;
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|
|
(c)
|
every
holder of shares of the class shall be entitled on a poll to one vote for every such
share held by him; and
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|
|
(d)
|
any
holder of shares of the class present in person or by proxy or authorised representative
may demand a poll.
|
|
11.
|
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.
|
SHARES
|
|
12.
|
(1)
Subject to the Law, 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 share 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
to par value. 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 the Law. 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 the 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.
|
(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. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or Ordinary Shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum of Association and Articles.
(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 share capital of the Company on
such terms as it may from time to time determine.
|
13.
|
The
Company may in connection with the issue of any shares exercise all powers of paying
commission and brokerage conferred or permitted by the Law. Subject to the Law, 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.
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|
14.
|
Except
as required by the 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 the Law) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.
|
|
15.
|
Subject
to the Law 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 Member, 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.
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SHARE
CERTIFICATES
|
16.
|
A
share certificate may, but need not, be issued under the Seal or a facsimile thereof
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 Board 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.
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|
|
17.
|
(1)
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.
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(2)
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.
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18.
|
Every
Person whose name is entered, upon an allotment of shares, as a Member in the Register
shall be entitled, without payment, 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 after the payment of such reasonable out-of-pocket
expenses as the Board from time to time determines, provided however, the Company is
not obligated to issue a share certificate to a Members unless the Member requests it
from the Company.
|
|
19.
|
Upon
request by a Member, a share certificates shall be issued within the relevant time limit
as prescribed by the Law 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.
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|
|
20.
|
(1)
Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be
cancelled accordingly, and a new certificate may be issued to the transferee in respect of the shares transferred to him at such
fee as is provided in paragraph (2) of this Article 20. If any of the shares included in the certificate so given up shall be
retained by the transferor a new certificate for the balance may be issued to him at the aforesaid fee payable by the transferor
to the Company in respect thereof.
|
(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.
|
21.
|
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 Board 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.
|
LIEN
|
22.
|
The
Company shall have a first and paramount lien on every share that is not a fully paid
share, for all moneys (whether presently payable or not) called or payable at a fixed
time in respect of that share. The Company shall also have a first and paramount lien
on every share that is not a fully paid share registered in the name of a Member (whether
or not jointly with other Members) for all amounts of money presently payable by such
Member or his estate to the Company whether the same shall have been incurred before
or after notice to the Company of any equitable or other interest of any Person other
than such member, and whether the payment or discharge of the same shall have actually
become due or not, and notwithstanding that the same are joint debts or liabilities of
such Member or his estate and any other Person, whether a Member of the Company or not.
The Company’s lien on a share shall extend to all dividends or other moneys payable
thereon or in respect thereof. The Board may at any time, generally or in any particular
case, waive any lien that has arisen or declare any share exempt in whole or in part,
from the provisions of this Article 22.
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|
23.
|
Subject
to these Articles, the Company may sell in such manner as the Board determines any share
on which the Company has a lien, but no sale shall be made unless some sum in respect
of which the lien exists is presently payable, or the liability or engagement in respect
of which such lien exists is liable to be presently fulfilled or discharged nor until
the expiration of fourteen (14) clear days after a Notice, stating and demanding payment
of the sum presently payable, or specifying the liability or engagement and demanding
fulfilment or discharge thereof and giving notice of the intention to sell in default,
has been served on the registered holder for the time being of the share or the Person
entitled thereto by reason of his death or bankruptcy.
|
|
24.
|
The
net proceeds of the sale shall be received by the Company and applied in or towards payment
or discharge of the debt or liability in respect of which the lien exists, so far as
the same is presently payable, and any residue shall, subject to a like lien for debts
or liabilities not presently payable as existed upon the share prior to the sale, be
paid to the Person entitled to the share at the time of the sale. To give effect to any
such sale the Board may authorise some Person to transfer the shares sold to the purchaser
thereof. The purchaser shall be registered as the holder of the shares so transferred
and he 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.
|
CALLS
ON SHARES
|
25.
|
Subject
to these Articles and to the terms of allotment, the Board may from time to time make
calls upon the Members in respect of any moneys unpaid on their shares (whether on account
of the nominal value of the shares or by way of premium), and each Member shall (subject
to being given at least fourteen (14) clear days’ Notice specifying the time and
place of payment) pay to the Company as required by such notice the amount called on
his shares. A call may be extended, postponed or revoked in whole or in part as the Board
determines but no Member shall be entitled to any such extension, postponement or revocation
except as a matter of grace and favour.
|
|
26.
|
A
call shall be deemed to have been made at the time when the resolution of the Board authorising
the call was passed and may be made payable either in one lump sum or by instalments.
|
|
27.
|
A
Person upon whom a call is made shall remain liable for calls made upon him notwithstanding
the subsequent transfer of the shares in respect of which the call was made. The joint
holders of a share shall be jointly and severally liable to pay all calls and instalments
due in respect thereof or other moneys due in respect thereof.
|
|
28.
|
If
a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the Person from whom the sum is due shall pay interest on the amount unpaid
from the day appointed for payment thereof to the time of actual payment at such rate
(not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the
Board may in its absolute discretion waive payment of such interest in whole or in part.
|
|
29.
|
No
Member shall be entitled to receive any dividend or bonus or to be present and vote (save
as proxy for another Member) at any general meeting either personally or by proxy, or
be reckoned in a quorum, or exercise any other privilege as a Member until all calls
or instalments due by him to the Company, whether alone or jointly with any other Person,
together with interest and expenses (if any) shall have been paid.
|
|
30.
|
On
the trial or hearing of any action or other proceedings for the recovery of any money
due for any call, it shall be sufficient to prove that the name of the Member sued is
entered in the Register as the holder, or one of the holders, of the shares in respect
of which such debt accrued, that the resolution making the call is duly recorded in the
minute book, and that notice of such call was duly given to the Member sued, in pursuance
of these Articles; and it shall not be necessary to prove the appointment of the Directors
who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid
shall be conclusive evidence of the debt.
|
|
31.
|
Any
amount payable in respect of a share upon allotment or at any fixed date, whether in
respect of nominal value or premium or as an instalment of a call, shall be deemed to
be a call duly made and payable on the date fixed for payment and if it is not paid the
provisions of these Articles shall apply as if that amount had become due and payable
by virtue of a call duly made and notified.
|
|
32.
|
On
the issue of shares the Board may differentiate between the allottees or holders as to
the amount of calls to be paid and the times of payment.
|
|
33.
|
The
Board may, if it thinks fit, receive from any Member willing to advance the same, and
either in money or money’s worth, all or any part of the moneys uncalled and unpaid
or instalments payable upon any shares held by him and upon all or any of the moneys
so advanced (until the same would, but for such advance, become presently payable) pay
interest at such rate (if any) as the Board may decide. The Board may at any time repay
the amount so advanced upon giving to such Member not less than one month’s Notice
of its intention in that behalf, unless before the expiration of such notice the amount
so advanced shall have been called up on the shares in respect of which it was advanced.
Such payment in advance shall not entitle the holder of such share or shares to participate
in respect thereof in a dividend subsequently declared.
|
FORFEITURE
OF SHARES
|
|
34.
|
(1)
If a call remains unpaid after it has become due and payable the Board may give to the Person from whom it is due not less than
fourteen (14) clear days’ Notice:
|
|
|
(a)
|
requiring
payment of the amount unpaid together with any interest which may have accrued and which
may still accrue up to the date of actual payment; and
|
|
|
(b)
|
stating
that if the Notice is not complied with the shares on which the call was made will be
liable to be forfeited.
|
(2)
If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may at
any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution
of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited
share but not actually paid before the forfeiture.
|
35.
|
When
any share has been forfeited, notice of the forfeiture shall be served upon the Person
who was before forfeiture the holder of the share. No forfeiture shall be invalidated
by any omission or neglect to give such notice.
|
|
36.
|
The
Board may accept the surrender of any share liable to be forfeited hereunder and, in
such case, references in these Articles to forfeiture will include surrender.
|
|
37.
|
Any
share so forfeited shall be deemed the property of the Company and may be sold, re-allotted
or otherwise disposed of to such Person, upon such terms and in such manner as the Board
determines, and at any time before a sale, re-allotment or disposition the forfeiture
may be annulled by the Board on such terms as the Board determines.
|
|
38.
|
A
Person whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares but nevertheless shall remain liable to pay the Company all moneys which
at the date of forfeiture were presently payable by him to the Company in respect of
the shares, with, if the Board shall in its discretion so requires, interest thereon
from the date of forfeiture until payment at such rate (not exceeding twenty per cent.
(20%) per annum) as the Board determines. The Board may enforce payment thereof if it
thinks fit, and without any deduction or allowance for the value of the forfeited shares,
at the date of forfeiture, but his liability shall cease if and when the Company shall
have received payment in full of all such moneys in respect of the shares. For the purposes
of this Article 38 any sum which, by the terms of issue of a share, is payable thereon
at a fixed time which is subsequent to the date of forfeiture, whether on account of
the nominal value of the share or by way of premium, shall notwithstanding that time
has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall
become due and payable immediately upon the forfeiture, but interest thereon shall only
be payable in respect of any period between the said fixed time and the date of actual
payment.
|
|
39.
|
A
declaration by a Director or the Secretary that a share has been forfeited on a specified
date shall be conclusive evidence of the facts therein stated as against all Persons
claiming to be entitled to the share, and such declaration shall (subject to the execution
of an instrument of transfer by the Company if necessary) constitute a good title to
the share, and the Person to whom the share is disposed of shall be registered as the
holder of the share and shall not be bound to see to the application of the consideration
(if any), nor shall his title to the share be affected by any irregularity in or invalidity
of the proceedings in reference to the forfeiture, sale or disposal of the share. When
any share shall have been forfeited, notice of the declaration shall be given to the
Member in whose name it stood immediately prior to the forfeiture, and an entry of the
forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture
shall be in any manner invalidated by any omission or neglect to give such notice or
make any such entry.
|
|
40.
|
Notwithstanding
any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited
shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited
to be bought back upon the terms of payment of all calls and interest due upon and expenses
incurred in respect of the share, and upon such further terms (if any) as it thinks fit.
|
|
41.
|
The
forfeiture of a share shall not prejudice the right of the Company to any call already
made or instalment payable thereon.
|
|
42.
|
The
provisions of these Articles as to forfeiture shall apply in the case of non-payment
of any sum which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the nominal value of the share or by way of premium, as if the
same had been payable by virtue of a call duly made and notified.
|
REGISTER
OF MEMBERS
|
|
43.
|
(1)
The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that
is to say:
|
|
|
(a)
|
the
name and address of each Member, the number and class of shares held by him and the amount
paid or agreed to be considered as paid on such shares;
|
|
|
(b)
|
the
date on which each Person was entered in the Register; and
|
|
|
(c)
|
the
date on which any Person ceased to be a Member.
|
(2)
The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and
vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in
connection therewith.
|
44.
|
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 Law. The Register including any overseas or local or other
branch register of Members may, after 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.
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RECORD
DATES
|
45.
|
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 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 the 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.
|
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. 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.
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.
TRANSFER
OF SHARES
|
46.
|
Subject
to these Articles, 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 such other manner of execution as the
Board may approve from time to time.
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|
47.
|
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 Article 46, 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.
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|
|
48.
|
(1)
The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share
that is not a fully paid up share to a Person of whom it does not approve, or any share issued under any share incentive scheme
for employees 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 or a transfer of any share that is not
a fully paid up share on which the Company has a lien.
|
(2) 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 Member requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.
(3) 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 therefor, 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 Law.
|
49.
|
Without
limiting the generality of Article 48, the Board may decline to recognise any instrument
of transfer unless:-
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|
|
(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;
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|
|
(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 Law 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); and
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|
|
(d)
|
if
applicable, the instrument of transfer is duly and properly stamped.
|
|
50.
|
If
the Board refuses to register a transfer of any share, it shall, within three months
after the date on which the transfer was lodged with the Company, send to each of the
transferor and transferee notice of the refusal.
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|
51.
|
The
registration of transfers of shares or of any class of shares may, after compliance with
any notice requirement of the Designated Stock Exchange, be suspended at such times and
for such periods (not exceeding in the whole thirty (30) days in any year) as the Board
may determine.
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TRANSMISSION
OF SHARES
|
52.
|
If
a Member dies, the survivor or survivors where the deceased was a joint holder, and his
legal Personal representatives where he was a sole or only surviving holder, will be
the only Persons recognised by the Company as having any title to his interest in the
shares; but nothing in this Article will release the estate of a deceased Member (whether
sole or joint) from any liability in respect of any share which had been solely or jointly
held by him.
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|
53.
|
Any
Person becoming entitled to a share in consequence of the death or bankruptcy or winding-up
of a Member may, upon such evidence as to his title being produced as may be required
by the Board, elect either to become the holder of the share or to have some Person nominated
by him registered as the transferee thereof. If he elects to become the holder he shall
notify the Company in writing either at the Registration Office or the 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.
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|
54.
|
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 76(2) being met, such a Person may vote at meetings.
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UNTRACEABLE
MEMBERS
|
|
55.
|
(1)
Without prejudice to the rights of the Company under paragraph (2) of this Article 55, 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.
|
(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
sent during the relevant period in the manner authorised by these Articles have remained
uncashed;
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|
|
(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
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|
|
(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 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.
(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 55 shall be
valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability
or incapacity.
GENERAL
MEETINGS
|
56.
|
The
Company may (but shall not be obliged to) hold an annual general meeting and shall specify
the meeting as such in the notices calling it. An annual general meeting of the Company
shall be held at such time and place as may be determined by the Board.
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|
57.
|
Each
general meeting, other than an annual general meeting, shall be called an extraordinary
general meeting. General meetings may be held at such times and in any location in the
world as may be determined by the Board.
|
|
58.
|
(a)
A majority of the Board or the Chairman of the Board may call extraordinary general meetings,
and they shall on a Members’ requisition forthwith proceed to convene an extraordinary
general meeting of the Company, which extraordinary general meetings shall be held at
such times and locations (as permitted hereby) as the Board or Chairman of the Board
shall determine.
|
(b)
A Members’ requisition is a requisition of Members holding at the date of deposit of the requisition shares which carry
in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding shares of the Company that as
at the date of the deposit carry the right to vote at general meetings of the Company.
(c)
The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Office, and
may consist of several documents in like form each signed by one or more requisitionists.
(d)
If there are no Directors as at the date of the deposit of the Members’ requisition, or if the Directors do not within twenty-one
(21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within
a further twenty-one (21) calendar days, the requisitionists, or any of them representing more than one-half (1/2) of the total
voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the
expiration of three (3) calendar months after the expiration of the said twenty-one (21) calendar days.
(e)
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that
in which general meetings are to be convened by Directors.
NOTICE
OF GENERAL MEETINGS
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|
59.
|
(1)
An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice
but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:
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|
|
(a)
|
in
the case of a meeting called as an annual general meeting, by all the Members entitled
to attend and vote thereat; and
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|
|
(b)
|
in
the case of any other meeting, by two-thirds (2/3) of the Members having a right to attend
and vote at the meeting, present in person or by proxy or, in the case of a corporation
or other non-natural person, by its duly authorised representative or proxy.
|
(2)
The notice shall specify the time and place of the meeting and the general nature of the business. 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.
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60.
|
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.
|
PROCEEDINGS
AT GENERAL MEETINGS
|
61.
|
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 or more Members 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 (1/3) of all voting power of the
Company’s share capital in issue throughout the meeting shall form a quorum for
all purposes.
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|
62.
|
If
within thirty (30) minutes (or such longer time not exceeding one hour as the chairman
of the meeting may determine to wait) after the time appointed for the meeting a quorum
is not present, the meeting shall stand adjourned to the same day in the next week at
the same time and place or to such time and place as the Board may determine. 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.
|
|
63.
|
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 by proxy and entitled to vote shall elect one of their
members to be chairman.
|
|
64.
|
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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|
65.
|
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.
|
NO
ACTION BY WRITTEN RESOLUTIONS OF MEMBERS
|
66.
|
Any
action required or permitted to be taken at any annual or extraordinary general meetings
of the Company may be taken only upon the vote of the Members at an annual or extraordinary
general meeting duly noticed and convened in accordance with these Articles and the Law
and may not be taken by written resolution of Members without a meeting.
|
VOTING
|
|
67.
|
(1)
Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except
as required by applicable law and subject to these Articles, holders of Ordinary Shares shall at all times vote together as one
class on all matters submitted to a vote of the Members.
|
(2)
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, at any general meeting on a show of hands every Member holding 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 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 for
each Ordinary Share of which he is the holder.
(3)
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.
(4)
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 by the chairman of such meeting or by any one or more
Members representing not less than 10% of the total voting rights of all 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. 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.
|
68.
|
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.
|
|
69.
|
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.
|
|
70.
|
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) 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.
|
|
71.
|
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.
|
|
72.
|
On
a poll votes may be given either personally or by proxy.
|
|
73.
|
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.
|
|
74.
|
All
questions submitted to a meeting shall be decided by a simple majority of votes cast
by such Members as, being entitled to do so, vote in person or, by proxy or, in the case
of a Member being a corporation, by its duly authorised representative except where a
greater majority is required by these Articles or by the Law. 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.
|
|
75.
|
Where
there are joint holders of any share any one of such joint holder 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
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.
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|
|
76.
|
(1)
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.
|
(2)
Any Person entitled under Article 53 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.
|
77.
|
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.
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|
|
(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.
PROXIES
|
79.
|
Any
Member entitled to attend and vote at a general 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.
|
|
80.
|
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.
|
|
81.
|
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.
|
|
82.
|
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.
|
|
83.
|
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.
|
|
84.
|
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.
|
CORPORATIONS
ACTING BY REPRESENTATIVES
|
|
85.
|
(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.
|
(2)
If a clearing house (or its nominee(s)) or a central depository entity, 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 entity (or its nominee(s)) as if such Person was the registered holder of the shares of the Company held by
the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.
(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.
BOARD
OF DIRECTORS
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|
86.
|
(1)
The number of Directors shall not be less than three (3). There shall be no maximum number of Directors. The exact number of
Directors shall be determined from time to time by the Board of Directors. 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 shall hold office until their successors
are elected or appointed or their office is otherwise vacated.
|
(2)
Subject to the Articles and the Law, the Members 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.
(3)
The Directors 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.
(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. Each Director shall hold office until his resignation from the Board, or until his successor shall have been elected
and qualified.
(5)
Subject to any provision to the contrary in these Articles, a Director may be removed by way of an Ordinary 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).
(6)
A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (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.
(7)
The Members 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 three (3).
DISQUALIFICATION
OF DIRECTORS
|
87.
|
The
office of a Director shall be vacated if the Director:
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(1)
resigns his office by Notice delivered to the Company at the Office or tendered at a meeting of the Board;
(2)
becomes of unsound mind or dies;
(3)
without special leave of absence from the Board, is absent from meetings of the Board for six consecutive times and the Board
resolves that his office be vacated; or
(4)
becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;
(5)
is prohibited by law from being a Director; or
(6)
ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.
EXECUTIVE
DIRECTORS
|
88.
|
The
Board may from time to time appoint any one or more of its body to be a managing director,
joint managing director or deputy managing director or to hold any other employment or
executive office with the Company for such period (subject to their continuance as Directors)
and upon such terms as the Board may determine and the Board may revoke or terminate
any of such appointments. Any such revocation or termination as aforesaid shall be without
prejudice to any claim for damages that such Director may have against the Company or
the Company may have against such Director. A Director appointed to an office under this
Article 88 shall be subject to the same provisions as to removal as the other Directors
of the Company, and he shall (subject to the provisions of any contract between him and
the Company) ipso facto and immediately cease to hold such office if he shall cease to
hold the office of Director for any cause.
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|
89.
|
Notwithstanding
Articles 94, 95, 96 and 97, an executive director appointed to an office under Article
88 hereof shall receive such remuneration (whether by way of salary, commission, participation
in profits or otherwise or by all or any of those modes) and such other benefits (including
pension and/or gratuity and/or other benefits on retirement) and allowances as the Board
may from time to time determine, and either in addition to or in lieu of his remuneration
as a Director.
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ALTERNATE
DIRECTORS
|
90.
|
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 he were a Director, would cause him to vacate such office or if
his appointor 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.
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|
91.
|
An
alternate Director shall only be a Director for the purposes of the Law and shall only
be subject to the provisions of the Law 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.
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|
92.
|
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 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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|
93.
|
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.
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DIRECTORS’
FEES AND EXPENSES
|
94.
|
The
Directors shall receive such remuneration as the Board may from time to time determine.
|
|
95.
|
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.
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|
96.
|
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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|
97.
|
The
Board shall determine any payment to any Director or past Director of the Company by
way of compensation for loss of office, or as consideration for or in connection with
his retirement from office (not being payment to which the Director is contractually
entitled).
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DIRECTORS’
INTERESTS
|
|
(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;
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|
|
(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;
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|
|
(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 other 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 the rules of the Designated Stock Exchange 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 rules of the Designated Stock Exchange, shall take any of the actions in Article
98(a) through (c) or any other action that would reasonably be likely to affect such Director’s status as an “Independent
Director” of the Company without the consent of the Audit Committee.
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99.
|
Subject
to the Law 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
whatever, 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 100
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 under applicable law or the rules of the Designated
Stock Exchange, shall require the approval of the Audit Committee.
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|
100.
|
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:
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|
|
(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
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|
|
(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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101.
|
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 a
majority of the Board not including the interested Director, 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.
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GENERAL
POWERS OF THE DIRECTORS
|
|
102.
|
(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 Members in a 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 Members in a general meeting, but no regulations made by the Members in a 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.
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(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.
(3)
Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have
the following powers:
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|
(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.
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|
|
(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 Law.
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|
103.
|
The
Board may establish any regional or local boards or agencies for managing any of the
affairs of the Company in any place, and may appoint any Persons to be members of such
local boards, or any managers or agents, and may fix their remuneration (either by way
of salary or by commission or by conferring the right to participation in the profits
of the Company or by a combination of two or more of these modes) and pay the working
expenses of any staff employed by them upon the business of the Company. The Board may
delegate to any regional or local board, manager or agent any of the powers, authorities
and discretions vested in or exercisable by the Board (other than its powers to make
calls and forfeit shares), with power to sub-delegate, and may authorise the members
of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any
such appointment or delegation may be made upon such terms and subject to such conditions
as the Board may think fit, and the Board may remove any Person appointed as aforesaid,
and may revoke or vary such delegation, but no Person dealing in good faith and without
notice of any such revocation or variation shall be affected thereby.
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|
104.
|
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.
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|
105.
|
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.
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|
106.
|
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.
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|
|
107.
|
(1)
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.
|
(2)
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.
BORROWING
POWERS
|
108.
|
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 share capital of the Company and, subject to the Law, 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.
|
|
109.
|
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.
|
|
110.
|
Any
Debentures, bonds or other securities may be issued at a discount (other than shares),
premium or otherwise and with any special privileges as to redemption, withdrawings,
allotment of shares, attending and voting at general meetings of the Members, appointment
of Directors and otherwise.
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|
|
111.
|
(1)
Where any uncalled share 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.
|
(2)
The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, 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 Law in regard to the registration of charges and Debentures therein specified and otherwise.
PROCEEDINGS
OF THE DIRECTORS
|
112.
|
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.
|
|
113.
|
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 of which notice may
be given in writing or by telephone or in such other manner as the Board may from time
to time determine whenever he shall be required so to do by the chief executive officer
or chairman, as the case may be, or any Director.
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|
|
114.
|
(1)
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 a majority of the Directors then in office. 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.
|
(2)
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.
(3)
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.
|
115.
|
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 as the quorum, 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.
|
|
116.
|
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.
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|
117.
|
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.
|
|
|
118.
|
(1)
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.
|
(2)
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.
|
119.
|
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.
|
|
120.
|
A
resolution in writing signed by all the Directors except such as are temporarily unable
to act due to 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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|
121.
|
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.
|
AUDIT
COMMITTEE
|
122.
|
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
as a committee of the Board, the composition and responsibilities of which shall comply
with the rules of the Designated Stock Exchange and the rules and regulations of the
SEC.
|
|
|
123.
|
(1)
The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter
on an annual basis.
|
(2)
The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.
|
124.
|
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. Specially, the Audit
Committee shall approve any transaction or transactions between the Company and any of
the following parties: (i) any shareholder owning an interest in the voting power of
the Company or any subsidiary of the Company that gives such shareholder 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 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.
|
OFFICERS
|
|
125.
|
(1)
The officers of the Company shall consist of the Chairman of the Board, the Directors 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 Law and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and
appoint managers and delegate to the same such powers and duties as are prescribed by the Board.
|
(2)
The Directors shall elect, by a majority of the Directors then in office, amongst the Directors a chairman.
(3)
The officers shall receive such remuneration as the Directors may from time to time determine.
|
|
126.
|
(1)
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.
|
(2)
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 Law or these Articles or as
may be prescribed by the Board.
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127.
|
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.
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|
128.
|
A
provision of the Law 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.
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REGISTER
OF DIRECTORS AND OFFICERS
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129.
|
The
Company shall cause to be kept in one or more books at its Office a register of directors
and officers in which there shall be entered the full names and addresses of the Directors
and officers and such other particulars as required by the Law or as the Directors may
determine. The Company shall send to the registrar of companies in the Cayman Islands
a copy of such register, and shall from time to time notify to the said registrar of
any change that takes place in relation to such Directors and officers as required by
the Law.
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MINUTES
|
|
130.
|
(1)
The Board shall cause minutes to be duly entered in books provided for the purpose:
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|
|
(a)
|
of
all elections and appointments of officers;
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|
|
(b)
|
of
the names of the Directors present at each meeting of the Directors and of any committee
of the Directors;
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|
|
(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.
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(2)
Minutes shall be kept by the Secretary at the Office.
SEAL
|
|
131.
|
(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. Every instrument executed in manner provided
by this Article 131 shall be deemed to be sealed and executed with the authority of the Board previously given.
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(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.
AUTHENTICATION
OF DOCUMENTS
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132.
|
Any
Director or the Secretary or any Person appointed by the Board for the purpose may authenticate
any documents affecting the constitution of the Company and any resolution passed by
the Company or the Board or any committee, and any books, records, documents and accounts
relating to the business of the Company, and to certify copies thereof or extracts therefrom
as true copies or extracts, and if any books, records, documents or accounts are elsewhere
than at the Office or the Head Office the local manager or other officer of the Company
having the custody thereof shall be deemed to be a Person so appointed by the Board.
A document purporting to be a copy of a resolution, or an extract from the minutes of
a meeting, of the Company or of the Board or any committee thereof which is so certified
shall be conclusive evidence in favour of all Persons dealing with the Company upon the
faith thereof that such resolution has been duly passed or, as the case may be, that
such minutes or extract is a true and accurate record of proceedings at a duly constituted
meeting.
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DESTRUCTION
OF DOCUMENTS
|
|
133.
|
(1)
The Company shall be entitled to destroy the following documents at the following times:
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|
|
(a)
|
any
share certificate which has been cancelled at any time after the expiry of one (1) year
from the date of such cancellation;
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|
|
(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;
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|
|
(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;
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|
|
(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 133 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 133 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.
(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 133 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.
DIVIDENDS
AND OTHER PAYMENTS
|
134.
|
Subject
to the Law and any rights and restrictions for the time being attached to any class or
classes of shares and these Articles, the Board may from time to time declare dividends
in any currency to be paid to the Members and other distributions on shares in issue
and authorise payment of the same out of the funds of the Company lawfully available
therefor. Subject to the Law, the Company in general meeting 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.
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|
135.
|
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 Law.
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|
136.
|
Except
in so far as the rights attaching to, or the terms of issue of, any share otherwise provide,
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|
|
(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
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|
|
(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.
|
|
137.
|
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 share 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 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. 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
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|
138.
|
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.
|
|
139.
|
No
dividend or other moneys payable by the Company on or in respect of any share shall bear
interest against the Company.
|
|
140.
|
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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|
141.
|
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.
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|
142.
|
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 basis
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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|
|
143.
|
(1)
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:
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|
|
(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:
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|
|
(i)
|
the
basis of any such allotment shall be determined by the Board;
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|
|
(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;
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|
|
(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, capital redemption reserve other than
the Subscription Rights 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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|
|
(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:
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|
|
(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;
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|
|
(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
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|
|
(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 satisfaction 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, capital redemption reserve other than
the Subscription Rights 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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|
|
(2)
|
(a)
|
The
shares allotted pursuant to the provisions of paragraph (1) of this Article 143 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 sub-paragraph
(a) or (b) of paragraph (2) of this Article 143 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 paragraph (1) of this Article shall rank for participation in such distribution, bonus
or rights.
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|
|
(b)
|
The
Board may do all acts and things considered necessary or expedient to give effect to
any capitalisation pursuant to the provisions of paragraph (1) of this Article 143, 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.
|
(3)
The Board may resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph
(1) of this Article 143 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.
(4)
The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article
143 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.
(5)
Any resolution declaring a dividend on shares of any class 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.
RESERVES
|
|
144.
|
(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 Law.
The Company shall at all times comply with the provisions of the Law in relation to the Share Premium Account.
|
(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.
CAPITALISATION
|
145.
|
The
Board may and 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 basis 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
145, 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.
|
|
146.
|
The
Board may settle, as it considers appropriate, any difficulty arising in regard to any
distribution under Article 145 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.
|
SUBSCRIPTION
RIGHTS RESERVE
|
147.
|
The
following provisions shall have effect to the extent that they are not prohibited by
and are in compliance with the Law:
|
(1)
If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain
exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription
price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par
value of a share, then the following provisions shall apply:
|
|
(a)
|
as
from the date of such act or transaction the Company shall establish and thereafter (subject
as provided in this Article 147) maintain in accordance with the provisions of this Article
147 a reserve (the “Subscription Rights Reserve”) the amount of which shall
at no time be less than the sum which for the time being would be required to be capitalised
and applied in paying up in full the nominal amount of the additional shares required
to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below
on the exercise in full of all the subscription rights outstanding and shall apply the
Subscription Rights Reserve in paying up such additional shares in full as and when the
same are allotted;
|
|
|
(b)
|
the
Subscription Rights Reserve shall not be used for any purpose other than that specified
above unless all other reserves of the Company (other than Share Premium Account) have
been extinguished and will then only be used to make good losses of the Company if and
so far as is required by the Law;
|
|
|
(c)
|
upon
the exercise of all or any of the subscription rights represented by any warrant, the
relevant subscription rights shall be exercisable in respect of a nominal amount of shares
equal to the amount in cash which the holder of such warrant is required to pay on exercise
of the subscription rights represented thereby (or, as the case may be the relevant portion
thereof in the event of a partial exercise of the subscription rights) and, in addition,
there shall be allotted in respect of such subscription rights to the exercising warrant
holder, credited as fully paid, such additional nominal amount of shares as is equal
to the difference between:
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|
|
(i)
|
the
said amount in cash which the holder of such warrant is required to pay on exercise of
the subscription rights represented thereby (or, as the case may be, the relevant portion
thereof in the event of a partial exercise of the subscription rights); and
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|
|
(ii)
|
the
nominal amount of shares in respect of which such subscription rights would have been
exercisable having regard to the provisions of the conditions of the warrants, had it
been possible for such subscription rights to represent the right to subscribe for shares
at less than par and immediately upon such exercise so much of the sum standing to the
credit of the Subscription Rights Reserve as is required to pay up in full such additional
nominal amount of shares shall be capitalised and applied in paying up in full such additional
nominal amount of shares which shall forthwith be allotted credited as fully paid to
the exercising warrant holders; and
|
|
|
(d)
|
if,
upon the exercise of the subscription rights represented by any warrant, the amount standing
to the credit of the Subscription Rights Reserve is not sufficient to pay up in full
such additional nominal amount of shares equal to such difference as aforesaid to which
the exercising warrant holder is entitled, the Board shall apply any profits or reserves
then or thereafter becoming available (including, to the extent permitted by the Law,
Share Premium Account) for such purpose until such additional nominal amount of shares
is paid up and allotted as aforesaid and until then no dividend or other distribution
shall be paid or made on the fully paid shares of the Company then in issue. Pending
such payment and allotment, the exercising warrant holder shall be issued by the Company
with a certificate evidencing his right to the allotment of such additional nominal amount
of shares. The rights represented by any such certificate shall be in registered form
and shall be transferable in whole or in part in units of one share in the like manner
as the shares for the time being are transferable, and the Company shall make such arrangements
in relation to the maintenance of a register therefor and other matters in relation thereto
as the Board may think fit and adequate particulars thereof shall be made known to each
relevant exercising warrant holder upon the issue of such certificate.
|
(2)
shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares
allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained
in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.
(3)
The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered
or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for
the benefit of any warrant holder or class of warrant holders under this Article without the sanction of a Special Resolution
of such warrant holders or class of warrant holders.
(4)
A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve
is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to
the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good
losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrant holders credited
as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error)
be conclusive and binding upon the Company and all warrant holders and shareholders.
ACCOUNTING
RECORDS
|
148.
|
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 Law or necessary to give a true and fair view of the Company’s
affairs and to explain its transactions.
|
|
149.
|
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 the Law or authorised by the Board or
the Members in general meeting.
|
AUDIT
|
150.
|
Subject
to applicable law and rules of the Designated Stock Exchange, the Board may appoint an
Auditor, who shall hold office until removed from office by a resolution of the Board,
to audit the accounts of the Company. 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.
|
|
151.
|
Subject
to the Law the accounts of the Company shall be audited at least once in every year.
|
|
152.
|
The
remuneration of the Auditor shall be determined by the Audit Committee or, in the absence
of such an Audit Committee, by the Board.
|
|
153.
|
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.
|
|
154.
|
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.
|
|
155.
|
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 Audit Committee.
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.
|
NOTICES
|
156.
|
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.
|
|
157.
|
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.
|
|
|
158.
|
(1)
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.
|
(2)
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.
(3)
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.
SIGNATURES
|
159.
|
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.
|
WINDING
UP
|
|
160.
|
(1)
The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be
wound up.
|
(2)
A resolution that the Company be wound up by the court or be wound up voluntarily shall be a Special Resolution.
|
|
161.
|
(1)
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 share 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 share capital such assets shall be distributed so
that, as nearly as may be, the losses shall be borne by the Members in proportion to the share 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.
|
(2)
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 Law, 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.
INDEMNITY
|
|
162.
|
(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 each of them, and each 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.
|
(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.
AMENDMENT
TO MEMORANDUM OF ASSOCIATION AND ARTICLES
AND
NAME OF COMPANY
|
163.
|
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.
|
INFORMATION
|
164.
|
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.
|
MERGERS
AND CONSOLIDATIONS
|
165.
|
The
Company shall have the power to merge or consolidate with one or more other constituent
companies (as defined in the Statute) upon such terms as the Directors may determine
and (to the extent required by the Statute) with the approval of a Special Resolution.
|
48
Exhibit
15.1
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The
following unaudited pro forma condensed combined financial statements present the combination of the financial information of
EdtechX and Meten adjusted to give effect to the Mergers which have been consummated on March 30, 2020 and the Azimut Investment and the Holdco’s PIPE financing committed as of the date
of this Report. The following unaudited pro forma condensed combined
financial information has been prepared in accordance with Article 11 of Regulation S-X.
The
translations from RMB to U.S. dollars in the unaudited pro forma condensed combined financial statements were made at a rate of
RMB7.1477 to US$1.00, the exchange rates set forth in the H.10 statistical release of the Federal Reserve Board on September 30,
2019. EdtechX and Meten make no representation that the RMB or U.S. dollar amounts referred to in this Report
could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all.
The
unaudited pro forma condensed combined balance sheet as of September 30, 2019 combines the historical balance sheet of EdtechX
and the historical balance sheet of Meten on a pro forma basis as if the merger and the other transactions in connection with the Mergers, summarized below, had been consummated on September 30, 2019. The unaudited pro forma condensed combined statements
of operations for the nine months ended September 30, 2019 and the year ended December 31, 2018 combine the historical statements
of operations of EdtechX and Meten for such periods on a pro forma basis as if the Mergers and the Azimut Investment and the Holdco’s PIPE financing
committed as of the date of this Report summarized below, had
been consummated on January 1, 2018.
Upon consummation of the Mergers, (i) Meten Merger Sub merged with and into Meten, with Meten
being the surviving entity of such merger and (ii) EdtechX Merger Sub merged
with and into EdtechX, with EdtechX being the surviving entity of such merger. Immediately after the Mergers, each of EdtechX
and Meten became wholly-owned subsidiaries of Holdco.
The
unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:
|
|
●
|
the
accompanying notes to the unaudited pro forma condensed combined financial statements;
|
|
|
●
|
the
(i) historical audited financial statements of EdtechX as of and for the period from May 15, 2018 (inception) through December
31, 2018 and (ii) historical condensed unaudited financial statements of EdtechX as of and for the nine months ended September
30, 2019 and the related notes, in each case, incorporated by reference elsewhere in this Report;
|
|
|
●
|
the
(i) historical audited consolidated financial statements of Meten as of and for the year ended December 31, 2018 and (ii) historical
condensed unaudited consolidated financial statements of Meten as of and for the nine months ended September 30, 2019 and the
related notes, in each case, incorporated by reference elsewhere in this Report; and
|
|
|
●
|
other
information relating to EdtechX and Meten contained in this Report, including
the merger agreement and the description of certain terms thereof set forth under “The Merger.”
|
Pursuant
to EdtechX’s existing amended and restated certificate of incorporation, public stockholders were being offered the opportunity
to convert, upon the closing of the merger, shares of EdtechX common stock then held by them into cash equal to their pro rata
share of the aggregate amount on deposit in the Trust Account. For illustrative purpose, based on the fair value of cash and cash
equivalents held in the Trust Account as of September 30, 2019 of approximately $65.4 million, the estimated per share conversion
price would have been approximately $10.34 per share.
The
unaudited pro forma condensed combined financial statements include the actual conversion of 5,974,745 shares of
EdtechX which were converted subsequent to September 30, 2019.
Notwithstanding
the legal form of the merger pursuant to the merger agreement, the merger will be accounted for as a reverse recapitalization
in accordance with GAAP. Under this method of accounting, EdtechX will be treated as the acquired company and Meten will be treated
as the acquirer for financial statement reporting purposes. Meten has been determined to be the accounting acquirer based on evaluation
of the following facts and circumstances:
|
|
●
|
Meten’s
existing shareholders will have the greatest voting interest in the combined entity with approximately 90% voting interest;
|
|
|
●
|
Meten’s
directors will represent the majority of the New Meten board of directors;
|
|
|
●
|
Meten’s
senior management will be the senior management of New Meten; and
|
|
|
●
|
Meten
is the larger entity based on historical total assets and revenues.
|
Assumptions
and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial
statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been
presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that
would have been achieved had the merger occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial
statements do not purport to project the future operating results or financial position of Meten following the completion of the
merger. The unaudited pro forma adjustments represent Holdco’s management’s estimates based on information available
as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information
becomes available and analyses are performed.
Unaudited
Pro Forma Condensed Combined Balance Sheet as of September 30, 2019
(in thousands)
|
|
|
EdtechX
|
|
|
Pro
Forma
Adjustments
|
|
|
Pro
Forma
EdtechX
|
|
|
Meten
|
|
|
Initial
Pro
Forma
Combined
|
|
|
Pro
Forma
Adjustments
|
|
|
Pro
Forma
Combined
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
303
|
|
|
|
61,790
|
(1)
|
|
|
303
|
|
|
|
20,171
|
|
|
|
20,474
|
|
|
|
3,622
|
(1)
|
|
|
50,600
|
|
|
|
|
|
|
|
|
|
(61,790
|
)(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(393
|
)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,292
|
)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,811
|
)(6)
|
|
|
|
|
|
Contract assets
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,954
|
|
|
|
1,954
|
|
|
|
—
|
|
|
|
1,954
|
|
|
Accounts receivable, net
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,673
|
|
|
|
2,673
|
|
|
|
—
|
|
|
|
2,673
|
|
|
Other contract costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,431
|
|
|
|
7,431
|
|
|
|
—
|
|
|
|
7,431
|
|
|
Prepaid expense and other
current assets
|
|
|
76
|
|
|
|
—
|
|
|
|
76
|
|
|
|
11,345
|
|
|
|
11,421
|
|
|
|
—
|
|
|
|
11,421
|
|
|
Amounts due to related parties
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,249
|
|
|
|
1,249
|
|
|
|
—
|
|
|
|
1,249
|
|
|
Prepaid
income tax
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,746
|
|
|
|
1,746
|
|
|
|
—
|
|
|
|
1,746
|
|
|
Total
current assets
|
|
|
379
|
|
|
|
—
|
|
|
|
379
|
|
|
|
46,569
|
|
|
|
46,948
|
|
|
|
30,126
|
|
|
|
77,074
|
|
|
Restricted cash
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,979
|
|
|
|
1,979
|
|
|
|
—
|
|
|
|
1,979
|
|
|
Other contract costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,681
|
|
|
|
1,681
|
|
|
|
—
|
|
|
|
1,681
|
|
|
Equity method investments
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,780
|
|
|
|
3,780
|
|
|
|
|
|
|
|
3,780
|
|
|
Property and equipment, net
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30,468
|
|
|
|
30,468
|
|
|
|
—
|
|
|
|
30,468
|
|
|
Operating lease right of
use assets
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
69,348
|
|
|
|
69,348
|
|
|
|
—
|
|
|
|
69,348
|
|
|
Intangible assets, net
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,718
|
|
|
|
3,718
|
|
|
|
—
|
|
|
|
3,718
|
|
|
Goodwill
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
42,273
|
|
|
|
42,273
|
|
|
|
—
|
|
|
|
42,273
|
|
|
Deferred tax assets
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,619
|
|
|
|
1,619
|
|
|
|
—
|
|
|
|
1,619
|
|
|
Long-term prepayments and
other non-current assets
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,059
|
|
|
|
9,059
|
|
|
|
—
|
|
|
|
9,059
|
|
|
Cash
and cash equivalents held in Trust Account
|
|
|
65,412
|
|
|
|
(61,790
|
)(1)
|
|
|
3,622
|
|
|
|
—
|
|
|
|
3,622
|
|
|
|
(3,622
|
)(1)
|
|
|
—
|
|
|
Total
non-current assets
|
|
|
65,412
|
|
|
|
(61,790
|
)
|
|
|
3,622
|
|
|
|
163,925
|
|
|
|
167,547
|
|
|
|
(3,622
|
)
|
|
|
163,925
|
|
|
Total
assets
|
|
$
|
65,791
|
|
|
|
(61,790
|
)
|
|
|
4,001
|
|
|
|
210,494
|
|
|
|
214,495
|
|
|
|
26,504
|
|
|
|
240,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
expenses
|
|
$
|
125
|
|
|
|
—
|
|
|
|
125
|
|
|
|
1,991
|
|
|
|
2,116
|
|
|
|
(125
|
)(2)
|
|
|
1,991
|
|
|
Bank loans
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,275
|
|
|
|
7,275
|
|
|
|
—
|
|
|
|
7,275
|
|
|
Deferred revenue
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
57,197
|
|
|
|
57,197
|
|
|
|
—
|
|
|
|
57,197
|
|
|
Accrued expenses and other
payables
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,455
|
|
|
|
15,455
|
|
|
|
—
|
|
|
|
15,455
|
|
|
Financial liabilities from
contracts with customers
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
72,870
|
|
|
|
72,870
|
|
|
|
—
|
|
|
|
72,870
|
|
|
Operating lease liabilities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,586
|
|
|
|
21,586
|
|
|
|
—
|
|
|
|
21,586
|
|
|
Franchise tax payable
|
|
|
31
|
|
|
|
—
|
|
|
|
31
|
|
|
|
—
|
|
|
|
31
|
|
|
|
(31
|
)(2)
|
|
|
—
|
|
|
Income taxes payable
|
|
|
152
|
|
|
|
—
|
|
|
|
152
|
|
|
|
2,368
|
|
|
|
2,520
|
|
|
|
(152
|
)(2)
|
|
|
2,368
|
|
|
Due
to related parties
|
|
|
85
|
|
|
|
—
|
|
|
|
85
|
|
|
|
145
|
|
|
|
230
|
|
|
|
(85
|
)(2)
|
|
|
145
|
|
|
Total
current liabilities
|
|
|
393
|
|
|
|
—
|
|
|
|
393
|
|
|
|
178,887
|
|
|
|
179,280
|
|
|
|
(393
|
)
|
|
|
178,887
|
|
Unaudited
Pro Forma Condensed Combined Balance Sheet as of September 30, 2019 – (continued)
(in thousands)
|
|
|
EdtechX
|
|
|
Pro
Forma
Adjustments
|
|
|
Pro
Forma
EdtechX
|
|
|
Meten
|
|
|
Initial
Pro
Forma Combined
|
|
|
Pro
Forma Adjustments
|
|
|
Pro
Forma Combined
|
|
|
Deferred
underwriting fees
|
|
|
1,225
|
|
|
|
—
|
|
|
|
1,225
|
|
|
|
—
|
|
|
|
1,225
|
|
|
|
(1,225
|
)(3)
|
|
|
—
|
|
|
Deferred
revenue
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,487
|
|
|
|
5,487
|
|
|
|
—
|
|
|
|
5,487
|
|
|
Deferred
tax liabilities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,076
|
|
|
|
2,076
|
|
|
|
—
|
|
|
|
2,076
|
|
|
Non-current
tax payable
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,156
|
|
|
|
1,156
|
|
|
|
—
|
|
|
|
1,156
|
|
|
Operating
lease liabilities, less current portion
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
46,491
|
|
|
|
46,491
|
|
|
|
—
|
|
|
|
46,491
|
|
|
Contingent
consideration
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total
long-term liabilities
|
|
|
1,225
|
|
|
|
—
|
|
|
|
1,225
|
|
|
|
55,210
|
|
|
|
56,435
|
|
|
|
(1,225
|
)
|
|
|
55,210
|
|
|
Total
liabilities
|
|
|
1,618
|
|
|
|
—
|
|
|
|
1,618
|
|
|
|
234,097
|
|
|
|
235,715
|
|
|
|
(1,618
|
)
|
|
|
234,097
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
shares subject to possible redemption
|
|
|
59,173
|
|
|
|
(59,173
|
)(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock, $0.0001 par value
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31
|
|
|
|
31
|
|
|
|
(26
|
)(7)
|
|
|
5
|
|
|
Additional
paid-in-capital
|
|
|
4,566
|
|
|
|
(2,617
|
)(5)
|
|
|
1,949
|
|
|
|
24,187
|
|
|
|
26,136
|
|
|
|
36,000
|
(4)
|
|
|
57,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,811
|
)(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
460
|
(7)
|
|
|
|
|
|
Retained
earnings (accumulated deficit)
|
|
|
434
|
|
|
|
—
|
|
|
|
434
|
|
|
|
(50,871
|
)
|
|
|
(50,437
|
)
|
|
|
(3,067
|
)(3)
|
|
|
(53,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(434
|
)(7)
|
|
|
|
|
|
Total
stockholders’ equity (deficit) attributable to stockholders of the Company
|
|
|
5,000
|
|
|
|
(2,617
|
)
|
|
|
2,383
|
|
|
|
(26,653
|
)
|
|
|
(24,270
|
)
|
|
|
28,122
|
|
|
|
3,852
|
|
|
Non-controlling
interests
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,050
|
|
|
|
3,050
|
|
|
|
—
|
|
|
|
3,050
|
|
|
Total
stockholders’ equity (deficit)
|
|
|
5,000
|
|
|
|
(2,617
|
)
|
|
|
2,383
|
|
|
|
(23,603
|
)
|
|
|
(21,220
|
)
|
|
|
28,122
|
|
|
|
6,902
|
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
65,791
|
|
|
|
(61,790
|
)
|
|
|
4,001
|
|
|
|
210,494
|
|
|
|
214,495
|
|
|
|
26,504
|
|
|
|
240,999
|
|
Unaudited
Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2019
(in thousands, except share and per share data)
|
|
|
EdtechX
|
|
|
Meten
|
|
|
Initial
Pro
Forma
Combined
|
|
|
Pro
Forma
Adjustments
|
|
|
Pro
Forma
Combined
|
|
|
Total
revenue
|
|
$
|
—
|
|
|
|
153,192
|
|
|
|
153,192
|
|
|
|
—
|
|
|
|
153,192
|
|
|
Cost
of revenues
|
|
|
—
|
|
|
|
78,175
|
|
|
|
78,175
|
|
|
|
—
|
|
|
|
78,175
|
|
|
Gross
profit
|
|
|
—
|
|
|
|
75,017
|
|
|
|
75,017
|
|
|
|
—
|
|
|
|
75,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs
and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
508
|
|
|
|
35,869
|
|
|
|
36,377
|
|
|
|
—
|
|
|
|
36,377
|
|
|
Sales and marketing
|
|
|
—
|
|
|
|
45,225
|
|
|
|
45,225
|
|
|
|
—
|
|
|
|
45,225
|
|
|
Research
and development
|
|
|
—
|
|
|
|
3,550
|
|
|
|
3,550
|
|
|
|
—
|
|
|
|
3,550
|
|
|
|
|
|
508
|
|
|
|
84,644
|
|
|
|
85,152
|
|
|
|
—
|
|
|
|
85,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Income (loss)
|
|
|
(508
|
)
|
|
|
(9,627
|
)
|
|
|
(10,135
|
)
|
|
|
—
|
|
|
|
(10,135
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (income)
|
|
|
(1,214
|
)
|
|
|
121
|
|
|
|
(1,093
|
)
|
|
|
1,214
|
(1)
|
|
|
121
|
|
|
Unrealized loss on marketable
securities
|
|
|
83
|
|
|
|
—
|
|
|
|
83
|
|
|
|
(83
|
)(1)
|
|
|
—
|
|
|
Foreign exchange (gain)
loss
|
|
|
—
|
|
|
|
3
|
|
|
|
3
|
|
|
|
—
|
|
|
|
3
|
|
|
Government grants
|
|
|
—
|
|
|
|
(725
|
)
|
|
|
(725
|
)
|
|
|
—
|
|
|
|
(725
|
)
|
|
Equity in (income)/loss
on equity method investments
|
|
|
—
|
|
|
|
(502
|
)
|
|
|
(502
|
)
|
|
|
—
|
|
|
|
(502
|
)
|
|
Gains on disposals of subsidiaries
|
|
|
—
|
|
|
|
(82
|
)
|
|
|
(82
|
)
|
|
|
—
|
|
|
|
(82
|
)
|
|
Other
income
|
|
|
—
|
|
|
|
(432
|
)
|
|
|
(432
|
)
|
|
|
—
|
|
|
|
(432
|
)
|
|
Total
other expense (income), net
|
|
|
(1,131
|
)
|
|
|
(1,617
|
)
|
|
|
(2,748
|
)
|
|
|
1,131
|
|
|
|
(1,617
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income
taxes
|
|
|
623
|
|
|
|
(8,010
|
)
|
|
|
(7,387
|
)
|
|
|
(1,131
|
)
|
|
|
(8,518
|
)
|
|
Income
tax expense
|
|
|
(241
|
)
|
|
|
(321
|
)
|
|
|
(562
|
)
|
|
|
241
|
(1)
|
|
|
(321
|
)
|
|
Net income (loss)
|
|
|
382
|
|
|
|
(8,331
|
)
|
|
|
(7,949
|
)
|
|
|
(890
|
)
|
|
|
(8,839
|
)
|
|
Net
loss attributable to non-controlling interests
|
|
|
—
|
|
|
|
251
|
|
|
|
251
|
|
|
|
—
|
|
|
|
251
|
|
|
Net
income attributable to stockholders of the Company
|
|
$
|
382
|
|
|
|
(8,080
|
)
|
|
|
(7,698
|
)
|
|
|
(890
|
)
|
|
|
(8,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.16
|
)
|
|
Diluted
|
|
$
|
(0.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
2,144,682
|
|
|
|
|
|
|
|
|
|
|
|
51,315,851
|
|
|
|
53,460,533
|
|
|
Diluted
|
|
|
2,144,682
|
|
|
|
|
|
|
|
|
|
|
|
51,315,851
|
|
|
|
53,460,533
|
|
Unaudited
Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2018
(in thousands, except share and per share data)
|
|
|
EdtechX
|
|
|
Meten
|
|
|
Initial
Pro
Forma Combined
|
|
|
Pro
Forma Adjustments
|
|
|
Pro
Forma Combined
|
|
|
Total
revenue
|
|
$
|
—
|
|
|
|
199,258
|
|
|
|
199,258
|
|
|
|
—
|
|
|
|
199,258
|
|
|
Cost
of revenues
|
|
|
—
|
|
|
|
87,860
|
|
|
|
87,860
|
|
|
|
—
|
|
|
|
87,860
|
|
|
Gross
profit
|
|
|
—
|
|
|
|
111,398
|
|
|
|
111,398
|
|
|
|
—
|
|
|
|
111,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs
and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
210
|
|
|
|
41,014
|
|
|
|
41,224
|
|
|
|
—
|
|
|
|
41,224
|
|
|
Sales and marketing
|
|
|
—
|
|
|
|
59,490
|
|
|
|
59,490
|
|
|
|
—
|
|
|
|
59,490
|
|
|
Research
and development
|
|
|
—
|
|
|
|
3,662
|
|
|
|
3,662
|
|
|
|
—
|
|
|
|
3,662
|
|
|
|
|
|
210
|
|
|
|
104,166
|
|
|
|
104,376
|
|
|
|
—
|
|
|
|
104,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Income (loss)
|
|
|
(210
|
)
|
|
|
7,232
|
|
|
|
7,022
|
|
|
|
—
|
|
|
|
7,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (income)
|
|
|
(327
|
)
|
|
|
(160
|
)
|
|
|
(487
|
)
|
|
|
327
|
(1)
|
|
|
(160
|
)
|
|
Unrealized loss on marketable
securities
|
|
|
10
|
|
|
|
—
|
|
|
|
10
|
|
|
|
(10
|
)(1)
|
|
|
—
|
|
|
Gains on available for
sale investments
|
|
|
—
|
|
|
|
(548
|
)
|
|
|
(548
|
)
|
|
|
—
|
|
|
|
(548
|
)
|
|
Foreign exchange (gain) loss
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
(3
|
)
|
|
|
—
|
|
|
|
(3
|
)
|
|
Government grants
|
|
|
—
|
|
|
|
(1,094
|
)
|
|
|
(1,094
|
)
|
|
|
—
|
|
|
|
(1,094
|
)
|
|
Equity in (income)/loss
on equity method investments
|
|
|
—
|
|
|
|
(233
|
)
|
|
|
(233
|
)
|
|
|
—
|
|
|
|
(233
|
)
|
|
Other
income
|
|
|
—
|
|
|
|
(231
|
)
|
|
|
(231
|
)
|
|
|
—
|
|
|
|
(231
|
)
|
|
Total
other expense (income), net
|
|
|
(317
|
)
|
|
|
(2,269
|
)
|
|
|
(2,586
|
)
|
|
|
317
|
|
|
|
(2,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income
taxes
|
|
|
107
|
|
|
|
9,501
|
|
|
|
9,608
|
|
|
|
(317
|
)
|
|
|
9,291
|
|
|
Income
tax expense
|
|
|
(55
|
)
|
|
|
(2,022
|
)
|
|
|
(2,077
|
)
|
|
|
55
|
(1)
|
|
|
(2,022
|
)
|
|
Net income (loss)
|
|
|
52
|
|
|
|
7,479
|
|
|
|
7,531
|
|
|
|
(262
|
)
|
|
|
7,269
|
|
|
Net
loss attributable to non-controlling interests
|
|
|
—
|
|
|
|
533
|
|
|
|
533
|
|
|
|
—
|
|
|
|
533
|
|
|
Net income (loss) attributable
to stockholders of the Company
|
|
|
52
|
|
|
|
8,012
|
|
|
|
8,064
|
|
|
|
(262
|
)
|
|
|
7,802
|
|
|
Accretion
of redeemable owners’ investment
|
|
|
—
|
|
|
|
(1,373
|
)
|
|
|
(1,373
|
)
|
|
|
—
|
|
|
|
(1,373
|
)
|
|
Net
income (loss) available to stockholders of the Company
|
|
$
|
52
|
|
|
|
6,639
|
|
|
|
6,691
|
|
|
|
(262
|
)
|
|
|
6,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.12
|
|
|
Diluted
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1,635,292
|
|
|
|
|
|
|
|
|
|
|
|
51,825,241
|
|
|
|
53,460,533
|
|
|
Diluted
|
|
|
1,635,292
|
|
|
|
|
|
|
|
|
|
|
|
54,127,503
|
|
|
|
55,762,795
|
|
Notes
to Unaudited Pro Forma Condensed Combined Financial Statements
1.
Basis of Presentation
The
merger will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance
with GAAP. Under this method of accounting, EdtechX will be treated as the “acquired” company for financial reporting
purposes. Accordingly, for accounting purposes, the merger will be treated as the equivalent of Meten issuing stock for the net
assets of EdtechX, accompanied by a recapitalization. The net assets of EdtechX will be stated at historical cost, with no goodwill
or other intangible assets recorded.
The
unaudited pro forma condensed combined balance sheet as of September 30, 2019 gives pro forma effect to the merger and the other
transactions in connection with the Mergers as if they had been consummated on September 30, 2019. The unaudited pro forma
condensed combined statement of operations for the year ended December 31, 2018 and for the nine months ended September 30, 2019
give pro forma effect to the merger and the other transactions in connection with the Mergers as if they had been consummated
on January 1, 2018.
The
unaudited pro forma condensed combined balance sheet as of September 30, 2019 has been prepared using, and should be read in conjunction
with, the following:
|
|
●
|
EdtechX’s
unaudited balance sheet as of September 30, 2019 and the related notes incorporated by reference elsewhere in this Report; and
|
|
|
●
|
Meten’s
unaudited balance sheet as of September 30, 2019 and the related notes incorporated by reference elsewhere in this Report.
|
The
unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 has been prepared using, and
should be read in conjunction with, the following:
|
|
●
|
EdtechX’s
audited statement of operations for the period from May 15, 2018 (inception) through December 31, 2018 and the related notes incorporated by reference
elsewhere in this Report; and
|
|
|
●
|
Meten’s
audited statement of operations for the year ended December 31, 2018 and the related notes incorporated by reference elsewhere in this Report.
|
The
unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2019 has been prepared
using, and should be read in conjunction with, the following:
|
|
●
|
EdtechX’s
unaudited statement of operations for the quarter ended September 30, 2019 and the related notes incorporated by reference elsewhere in this Report; and
|
|
|
●
|
Meten’s
unaudited statement of operations for the quarter ended September 30, 2019 and the related notes incorporated by reference elsewhere in this Report.
|
Management
has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed
combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially
from the information presented.
The
unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies,
tax savings or cost savings that may be associated with the merger. The unaudited pro forma condensed combined financial information
does not give effect to any compensation expense related to the additional earnout shares that may be associated with the merger
as the combined entity is currently evaluating the valuation of the earnout and other terms to determine the accounting treatment
following the consummation of the merger. Given the short period of time between the merger agreement and the issuance of this Report, it is not practicable to disclose the impact to the pro formas related
to the potential issuance of the earnout shares.
The
pro forma adjustments reflecting the consummation of the merger and other transactions in connection with the Mergers are
based on certain currently available information and certain assumptions and methodologies that Holdco believes are reasonable
under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be
revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will
differ from the pro forma adjustments and it is possible the difference may be material. Holdco believes that its assumptions
and methodologies provide a reasonable basis for presenting all of the significant effects of the merger based on information
available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly
applied in the unaudited pro forma condensed combined financial information.
The
unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations
and financial position would have been had the business combination taken place on the dates indicated, nor are they indicative
of the future consolidated results of operations or financial position of the post-combination company. They should be read in
conjunction with the historical financial statements and notes thereto of EdtechX and Meten.
2. Accounting
Policies and Reclassifications
As
part of preparing these unaudited pro forma condensed combined financial statements, certain reclassifications were made to align
EdtechX and Meten’s financial statement presentation. Upon consummation of the merger, management will perform a comprehensive
review of the two entities’ accounting policies. As a result of the review, management may identify differences between
the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of
the post-combination company. Based on its initial analysis, management did not identify any differences that would have a material
impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined
financial information does not assume any differences in accounting policies.
3. Adjustments
to Unaudited Pro Forma Condensed Combined Financial Information
The
unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the merger and the
other transactions contemplated by the merger agreement and has been prepared for informational purposes only. The historical
financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma
effect to events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statements
of operations, expected to have a continuing impact on the results of the post-combination company. EdtechX and Meten have not
had any historical relationship prior to the merger. Accordingly, no pro forma adjustments were required to eliminate activities
between the companies.
The
pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination
company filed consolidated income tax returns during the periods presented.
Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet
The
adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2019 are as follows:
|
|
(1)
|
Represents
the liquidation of the cash and cash equivalents held in trust by EdtechX.
|
|
|
(2)
|
Reflects
the payments of EdtechX’s accounts payable and accrued expenses, franchise tax payable, income tax payable and due to related
parties.
|
|
|
(3)
|
Reflects the
payments of transaction fees of $4.3 million (including $1.2 million of deferred underwriting fees). This cost is not included
in the unaudited pro forma condensed combined statement of operations as it is nonrecurring.
|
|
|
(4)
|
Reflects
a Financing and forward purchase agreement of approximately $16.0 million and $20 million, respectively, at a price of $10.00
per share.
|
|
|
(5)
|
Reflects the
reclassification of $59.2 million of EdtechX common stock subject to possible conversion and
reflects the 5,974,745 shares actually converted subsequent to September 30, 2019. The excess of the conversions over
ordinary shares subject to possible redemptions was reclassified to additional paid in capital.
|
|
|
(6)
|
Reflects Meten shareholders electing $4.8 million in cash
in lieu of 462,579 shares.
|
|
|
(7)
|
Reflects
the recapitalization of the Company and the elimination of EdtechX’s historical retained earnings.
|
Adjustments
to Unaudited Pro Forma Condensed Combined Statements of Operations
The
pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December
31, 2018 and for the nine months ended September 30, 2019 are as follows:
|
|
(1)
|
Represents
pro forma adjustment to eliminate investment interest income and unrealized losses related to cash, cash equivalents and marketable
securities held in the Trust Account and related income taxes.
|
Represents
the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional
shares in connection with the merger, assuming the shares were outstanding since January 1, 2018. As the merger and the other
transactions in connection with the Mergers are being reflected as if they had occurred at the beginning of the earliest
period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes
that the shares issuable relating to the merger have been outstanding for the entire periods presented.
|
Newco stockholders
|
|
|
56,297,857
|
|
|
PIPE and forward purchase agreement investor
|
|
|
3,600,000
|
|
|
Public shares electing cash conversion (redemptions)
|
|
|
(5,974,745
|
)
|
|
Shareholders electing cash in
lieu of shares
|
|
|
(462,579
|
)
|
|
Shares outstanding
|
|
|
53,460,533
|
|
|
Weighted average share calculation, basic and diluted for the nine months ended September 30, 2019
|
|
|
|
|
|
Meten stockholders
|
|
|
47,929,028
|
|
|
PIPE and forward purchase agreement investor
|
|
|
3,600,000
|
|
|
EdtechX stockholders
|
|
|
1,931,505
|
|
|
Weighted average shares, basic and diluted
|
|
|
53,460,533
|
|
|
|
|
|
|
|
|
Ownership percentages
|
|
|
|
|
|
Meten stockholders
|
|
|
90
|
%
|
|
PIPE and forward purchase agreement investor
|
|
|
7
|
%
|
|
EdtechX stockholders
|
|
|
3
|
%
|
|
|
|
|
100
|
%
|
9