CERTIFICATE OF NOTARY PUBLIC

I, Jamealya Fahie, duly admitted and sworn, Notary Public of the British Virgin Islands, DO
HEREBY CERTIFY that the following documents relate to OKX Global Holding Company
Limited:

Copy of Memorandum and Articles of Association

Dated: 9 January 2024 İmza
Jamealya Fahie
Notary Public
British Virgin Islands

APOSTILLE
(Convention de La Haye du 5 Octobre 1961)
1. Country: British Virgin Islands
This public document
2. has been signed by: Jamealya Fahie
3. acting in the capacity of: Notary Public
4. bears the seal/stamp of: Jamealya Fahie
CERTIFIED
5. at: Road Town, Tortola
6. the: 9th day of January 2024
7. by: Deputy Governor
8. No.: 6561975
9. Seal/Stamp
10. Signature: Deputy Governor
Number: 2116572

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM
AND

ARTICLES OF ASSOCIATION
OF
OKX Global Holding Company Limited
A COMPANY LIMITED BY SHARES

Incorporated the 18th day of January 2023

4th Floor, Water's Edge Building,

Meridian Plaza, Road Town,
Tortola, VG1110, British Virgin Islands
 TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION
OF

OKX Global Holding Company Limited

A COMPANY LIMITED BY SHARES

1. DEFINITIONS AND INTERPRETATION

1.1. In this Memorandum of Association and the attached Articles of Association, if not inconsistent
with the subject or context:
"Act" means the BVI Business Companies Act (No. 16 of 2004) and any subsequent
amendments thereto and includes such regulations as may be made under the Act from time to
time;
"Articles" means the attached Articles of Association of the Company;
"Chairman of the Board" has the meaning specified in Regulation 12;
"Distribution" in relation to a distribution by the Company means the direct or indirect
transfer of an asset, other than Shares, to or for the benefit of the Shareholder in relation to
Shares held by a Shareholder, and whether by means of a purchase of an asset, the redemption
or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a
dividend;
"Eligible Person" includes individuals, corporations and other bodies corporate, trusts, the
estates of deceased individuals, partnerships and unincorporated associations of Persons;
'Person' includes individuals, bodies corporate, and associations of corporate or
unincorporated individuals or other entities or both.
"Memorandum" means this Memorandum of Association of the Company;
"Resolution of Directors" means either:

(a) a resolution approved at a duly convened and constituted meeting of directors

of the Company or of a committee of directors of the Company by the
affirmative vote of a majority of the directors present at the meeting who
voted except that where a director is given more than one vote, he shall be
counted by the number of votes he casts for the purpose of establishing a
majority; or

(b) a resolution consented to in writing by all directors or by all members of a

committee of directors of the Company, as the case may be;
"Resolution of Shareholders" means either:
(a) a resolution approved at a duly convened and constituted meeting of the
Shareholders of the Company by the affirmative vote of a majority of the
votes of the Shares entitled to vote thereon which were present at the meeting
and were voted; or

(b) a resolution consented to in writing by a majority of the votes of Shares

entitled to vote thereon;
"Seal" means any seal which has been duly adopted as the common seal of the Company;
"Securities" means Shares and debt obligations of every kind of the Company, and including
without limitation options, warrants and rights to acquire shares or debt obligations;
 "Share" means a share issued or to be issued by the Company;
"Shareholder" means an Eligible Person whose name is entered in the register of members
of the Company as the holder of one or more Shares or fractional Shares;
"Treasury Share" means a Share that was previously issued but was repurchased, redeemed
or otherwise acquired by the Company and not cancelled; and
"written" or any term of like import includes information generated, sent, received or stored
by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic
means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and
"in writing" shall be construed accordingly.
1.2. In the Memorandum and the Articles, unless the context otherwise requires a reference to:
(a) a "Regulation" is a reference to a regulation of the Articles;
(b) a "Clause" is a reference to a clause of the Memorandum;
(c) voting by Shareholders is a reference to the casting of the votes attached to the Shares
held by the Shareholder voting;
(d) the Act, the Memorandum or the Articles is a reference to the Act or those documents
as amended;
(e) the singular includes the plural and vice versa, and;
(f) a reference to any gender includes all other genders as well as the neuter gender.
1.3. Any words or expressions defined in the Act unless the context otherwise requires bear the
same meaning in the Memorandum and Articles unless otherwise defined herein.
1.4. Headings are inserted for convenience only and shall be disregarded in interpreting the
Memorandum and Articles.
2. NAME
The name of the Company is OKX Global Holding Company Limited.
3. STATUS
The Company is a company limited by shares.
4. REGISTERED OFFICE AND REGISTERED AGENT
4.1. The first registered office of the Company is at 4th Floor, Water's Edge Building, Meridian
Plaza, Road Town, Tortola, VG1110, British Virgin Islands, the office of the first registered
agent.
4.2. The first registered agent of the Company is Coverdale Trust Services Limited of 4* Floor,
Water's Edge Building, Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands.
4.3. The registered office and registered agent may be changed by Resolution of Shareholders or
Resolution of Directors and shall be effected in accordance with the provisions of the Act 1.
5. CAPACITY AND POWERS
5.1. Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective
of corporate benefit:
(a) full capacity to carry on or undertake any business or activity, do any act or enter into
any transaction; and
(b) for the purposes of paragraph (a), full rights, powers and privileges.
5.2 Without limiting clause 5.1 the Company may:

4
BBC Act section 92
 (a) issue and cancel shares and hold treasury shares.
(b) grant options over unissued shares and treasury shares.
(c) issue securities that are convertible into shares.
(d) give financial assistance to any Person in connection with the acquisition of its own
shares.
(e) issue debentures.
(f) guarantee a liability or obligation of any Person.
(g) secure any of its obligations by mortgage, pledge or other charge, of any of its assets.
(h) protect the assets of the company for the benefit of the company, its creditors or its
members or, at the discretion of the directors, any Person having a direct or indirect
interest in the Company.
5.3 For the purposes of clause 5.2(g) above, and notwithstanding the provisions of the Act, any
other enactment or any rule of law to the contrary, the directors may cause the Company to
transfer any of its assets in trust to one or more trustees, to any company, association,
partnership, foundation or similar entity and, with respect to the transfer the directors may
provide that the Company, or any of the Persons specified above may be the beneficiaries,
creditors, members, certificate holders, partners, or holders of any other similar interest.
Notwithstanding the foregoing, the rights or interests of any existing or subsequent creditor of
the company in any assets of the company are not affected by a transfer hereunder and are
enforceable against a transferee.
5.4 For the purposes of section 9(4) of the Act, there are no limitations on the business that the
Company may carry on.
6. NUMBER AND CLASSES OF SHARES
6.1 The Company is authorized to issue a maximum of 50,000 Ordinary shares of par value USD
1.00 in one class.
6.2 The Company may issue fractional Shares and a fractional Share shall have the corresponding
fractional rights, obligations and liabilities of a whole share of the same class.
7. DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
7.1 Subject to sub-section 2 each Share in the Company confers upon the Shareholder:
(a) the right to one vote at a meeting of the Shareholders of the Company or on any
Resolution of Shareholders;
(b) the right to an equal share in any dividend paid by the Company; and
(c) the right to an equal share in the distribution of the surplus assets of the Company on
its liquidation.
7.2 The Company may issue shares subject to terms that negate or modify, in whole or in part the
rights set out in sub-section 1, provided that all the aforesaid rights and conditions shall be
identical as between shares of the same class.
7.3 The directors may at their discretion by Resolution of Directors redeem, purchase or otherwise
acquire all or any of the Shares in the Company subject to Regulation 3 of the Articles.
8. VARIATION OF RIGHTS
The rights attached to Shares as specified in Clause 7 may only, whether or not the
Company is being wound up, be varied with the consent in writing of or by a resolution passed
at a meeting by the holders of more than 50 per cent of the issued Shares of that class.
9. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
The rights conferred upon the holders of the Shares of any class issued with preferred
or other rights shall not, unless otherwise expressly provided by the terms of issue of the
Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking
pari passu therewith.
10. REGISTERED SHARES
The Company shall issue registered shares only.

11. TRANSFER OF SHARES

11.1 The Company shall, on receipt of an instrument of transfer complying with Sub-Regulation
6.1 of the Articles, enter the name of the transferee of a Share in the register of members
unless the directors resolve to refuse or delay the registration of the transfer for reasons that
shall be specified in a Resolution of Directors.
11.2 The directors may not resolve to refuse or delay the transfer of a Share unless the Shareholder
has failed to pay an amount due in respect of the Share.
12. AMENDMENT OF MEMORANDUM AND ARTICLES
Subject to Clause 8, the Company may amend its Memorandum or Articles by a Resolution
of Shareholders or by a Resolution of Directors, save that no amendment may be made by a
Resolution of Directors:
(a) to restrict the rights or powers of the Shareholders to amend the Memorandum or
Articles;
(b) to change the percentage of Shareholders required to pass a Resolution of
Shareholders to amend the Memorandum or Articles;
(c) in circumstances where the Memorandum or Articles cannot be amended by the
Shareholders; or
(d) to Clauses 7, 8 or 9 or this Clause 12.

We, COVERDALE TRUST SERVICES LIMITED of 4 th Floor, Water's Edge Building, Meridian
Plaza, Road Town, Tortola, VG1110, British Virgin Islands for the purpose of incorporating a BVI
Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of
Association the 18th day of January 2023:

Incorporator

Mühür/İmza
Krishma Orr-Fraser
Authorised Signatory
Coverdale Trust Services Limited
 TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT 2004

ARTICLES OF ASSOCIATION
OF

OKX Global Holding Company Limited

A COMPANY LIMITED BY SHARES

1. REGISTERED SHARES
1.1. Every Shareholder is entitled to a certificate signed by a director of the Company or under the
Seal specifying the number of Shares held by him and the signature of the director and the Seal
may be facsimiles.
1.2. Any Shareholder receiving a certificate shall indemnify and hold the Company and its
directors and officers harmless from any loss or liability which it or they may incur by reason
of any wrongful or fraudulent use or representation made by any Person by virtue of the
possession thereof. If a certificate for Shares is worn out or lost it may be renewed on
production of the worn out certificate or on satisfactory proof of its loss together with such
indemnity as may be required by a Resolution of Directors.
1.3. If several Eligible Persons are registered as joint holders of any Shares, any one of such
Eligible Persons may give an effectual receipt for any Distribution.
2. SHARES
2.1. Shares and other Securities may be issued at such times, to such Eligible Persons, for such
consideration and on such terms as the directors may by Resolution of Directors determine.
2.2. Section 46 of the Act (Pre-emptive rights) does not apply to the Company.
2.3. A Share may be issued for consideration in any form, including money, a promissory note,
real property, personal property (including goodwill and know-how) or a contract for future
services.
2.4. No Shares may be issued for a consideration other than money, unless a Resolution of
Directors has been passed stating:
(a) the amount to be credited for the issue of the Shares; and,
(b) that, in their opinion, the present cash value of the non-money consideration and
money consideration, if any, is not less than the amount to be credited for the issue of
the Shares.
2.5. The Company shall keep a register (the "register of members") containing:
(a) the names and addresses of the Eligible Persons who hold Shares;
(b) the number of each class and series of Shares held by each Shareholder;
(c) the date on which the name of each Shareholder was entered in the register of
members; and
(d) the date on which any Eligible Person ceased to be a Shareholder.
2.6. The register of members may be in any such form as the directors may approve, but if it is in
magnetic, electronic or other data storage form, the Company must be able to produce legible
evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or
other data storage form shall be the original register of members.
2.7. A Share is deemed to be issued when the name of the Shareholder is entered in the register of
members.
3. REDEMPTION OF SHARES AND TREASURY SHARES
3.1. The Company may purchase, redeem or otherwise acquire and hold its own Shares save that
the Company may not purchase, redeem or otherwise acquire its own Shares without the
consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired
unless the Company is permitted by the Act or any other provision in the Memorandum or
Articles to purchase, redeem or otherwise acquire the Shares without their consent.
3.2. The Company may only offer to acquire Shares if at the relevant time the directors determine
by Resolution of Directors that immediately after the acquisition the value of the Company's
assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
3.3. Sections 60 {Process for acquisition of own shares), 61 {Offer to one or more shareholders)
and 62 {Shares redeemed otherwise than at the option of company) of the Act shall not apply
to the Company.
3.4. Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation
may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess
of 50 percent of the issued Shares in which case they shall be cancelled but they shall be
available for reissue.
3.5. All rights and obligations attaching to a Treasury Share are suspended and shall not be
exercised by the Company while it holds the Share as a Treasury Share.
3.6. Treasury Shares may be disposed of by the Company on such terms and conditions (not
otherwise inconsistent with the Memorandum and Articles) as the Company may by
Resolution of Directors determine.

4. MORTGAGES AND CHARGES OF SHARES

4.1. Shareholders may mortgage or charge their Shares subject to the provisions of the Act 2.
4.2. In the case of the mortgage or charge of registered shares there shall be entered in the register
of members at the written request of the Shareholder or the named mortgagee or chargee of
such shares:
(a) a statement that the Shares held by him are mortgaged or charged;
(b) the name of the mortgagee or chargee; and
(c) the date on which the particulars specified in subparagraphs (a) and (b) are entered in
the register of members.
4.3. Where particulars of a mortgage or charge are entered in the register of members, such
particulars may be cancelled:
(a) with the written consent of the named mortgagee or chargee or anyone authorised to
act on his behalf; or
(b) upon evidence satisfactory to the directors of the discharge of the liability secured by
the mortgage or charge and the issue of such indemnities as the directors shall
consider necessary or desirable.
4.4. Whilst particulars of a mortgage or charge over Shares are entered in the register of members
pursuant to this Regulation:
(a) no transfer of any Share the subject of those particulars shall be effected;
(b) the Company may not purchase, redeem or otherwise acquire any such Share; and
(c) no replacement certificate shall be issued in respect of such
Shares, without the written consent of the named mortgagee or
chargee.

8
BBC Act section 66
 5. FORFEITURE
5.1. Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this
Regulation and for this purpose Shares issued for a promissory note or a contract for future
services are deemed to be not fully paid.
5.2. A written notice of call specifying the date for payment to be made shall be served on the
Shareholder who defaults in making payment in respect of the Shares.
5.3. The written notice of call referred to in Sub-Regulation 5.2 shall name a further date not
earlier than the expiration of 14 days from the date of service of the notice on or before which
the payment required by the notice is to be made and shall contain a statement that in the event
of non-payment at or before the time named in the notice the Shares, or any of them, in respect
of which payment is not made will be liable to be forfeited.
5.4. Where a written notice of call has been issued pursuant to Sub-Regulation 5.3 and the
requirements of the notice have not been complied with, the directors may, at any time before
tender of payment, forfeit and cancel the Shares to which the notice relates.
5.5. The Company is under no obligation to refund any moneys to the Shareholder whose Shares
have been cancelled pursuant to Sub-Regulation 5.4 and that Shareholder shall be discharged
from any further obligation to the Company.
6. TRANSFER OF SHARES
6.1. Shares may be transferred by a written instrument of transfer signed by the transferor and
containing the name and address of the transferee, which shall be sent to the Company at the
office of its registered agent for registration.
6.2. The transfer of a Share is effective when the name of the transferee is entered on the register
of members.
6.3. If the directors of the Company are satisfied that an instrument of transfer relating to Shares
has been signed but that the instrument has been lost or destroyed, they may resolve by
Resolution of Directors:
(a) to accept such evidence of the transfer of Shares as they consider appropriate; and
(b) that the transferee's name should be entered in the register of members
notwithstanding the absence of the instrument of transfer.
6.4. Subject to the Memorandum, the Personal representative of a deceased Shareholder may
transfer a Share even though the Personal representative is not a Shareholder at the time of the
transfer.
7. MEETINGS AND CONSENTS OF SHAREHOLDERS
7.1. Any director of the Company may convene meetings of the Shareholders at such times and in
such manner and places within or outside the British Virgin Islands as the director considers
necessary or desirable.
7.2. Upon the written request of Shareholders entitled to exercise 30 per cent or more of the voting
rights in respect of the matter for which the meeting is requested the directors shall convene a
meeting of Shareholders.
7.3. The director or directors convening a meeting shall give not less than 7 days' notice of a
meeting of Shareholders to:
(a) those Shareholders whose names on the date the notice is given appear as
Shareholders in the register of members of the Company and are entitled to vote at the
meeting; and
(b) the other directors.
7.4. The director or directors convening a meeting of Shareholders may fix as the record date for
determining those Shareholders that are entitled to vote at the meeting the date notice is given
of the meeting, or such other date as may be specified in the notice, being a date not earlier
than the date of the notice.
7.5. A meeting of Shareholders held in contravention of the requirement to give notice is valid if
Shareholders holding at least 90 per cent of the total voting rights on all the matters to be
considered at the meeting have waived notice of the meeting and, for this purpose, the
presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares
which that Shareholder holds.
7.6. The inadvertent failure of a director, or the directors, convening a meeting to give notice of a
meeting to a Shareholder or another director, or the fact that a Shareholder or another director
has not received notice, does not invalidate the meeting.
7.7. A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak
and vote on behalf of the Shareholder.
7.8. The instrument appointing a proxy shall be produced at the place designated for the meeting
before the time for holding the meeting at which the Person named in such instrument
proposes to vote. The notice of the meeting may specify an alternative or additional place or
time at which the proxy shall be presented.
7.9. The instrument appointing a proxy shall be in substantially the following form or such other
form as the chairman of the meeting shall accept as properly evidencing the wishes of the
Shareholder appointing the proxy.
OKX Global Holding Company Limited
I/We being a Shareholder of the above Company HEREBY APPOINT
.............................. .............................. of.............................. or failing him ..............................
of .............................. to be my/our proxy to vote for me/us at the meeting of Shareholders to
be held on the.............................. day of.............................., 20................. and at any
adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this ....... day of..............................20......
Shareholder
7.10. The following applies where Shares are jointly owned:
(a) if two or more Persons hold Shares jointly each of them may be present in Person or
by proxy at a meeting of Shareholders and may speak as a Shareholder;
(b) if only one of the joint owners is present in person or by proxy he may vote on behalf
of all joint owners; and
(c) if two or more of the joint owners are present in person or by proxy they must vote as
one.
7.11. A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by
telephone or other electronic means and all Shareholders participating in the meeting are able
to hear each other.
7.12. A meeting of Shareholders is duly constituted if, at the commencement of the meeting, mere
are present in person or by proxy not less than 50 per cent of the votes of the Shares or, where
there exists more than one class of shares, not less than 50 per cent of each class or series of
Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. A
quorum may comprise a single Shareholder or proxy and then such Person may pass a
Resolution of Shareholders and a certificate signed by such Person accompanied where such
Person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of
Shareholders.
7.13. If within two hours from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other
case it shall stand adjourned to the next business day in the jurisdiction in which the meeting
was to have been held at the same time and place or to such other time and place as the
directors may determine, and if at the adjourned meeting there are present within one hour
from the time appointed for the meeting in person or by proxy not less than one third of the
votes of the Shares or each class or series of Shares entitled to vote on the matters to be
considered by the meeting, those present shall constitute a quorum but otherwise the meeting
shall be dissolved.
7.14. At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the
meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at
the meeting, the Shareholders present shall choose one of their number to be the chairman. If
the Shareholders are unable to choose a chairman for any reason, then the Person representing
the greatest number of voting Shares present in person or by proxy at the meeting shall preside
as chairman failing which the oldest individual Shareholder or representative of a Shareholder
present shall take the chair.
7.15. The chairman may, with the consent of the meeting, adjourn any meeting from time to time,
and from place to place, but no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the adjournment took place.
7.16. At any meeting of the Shareholders the chairman is responsible for deciding in such manner as
he considers appropriate whether any resolution proposed has been carried or not and the
result of his decision shall be announced to the meeting and recorded in the minutes of the
meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution,
he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to
take a poll then any Shareholder present in person or by proxy who disputes the announcement
by the chairman of the result of any vote may immediately following such announcement
demand that a poll be taken and the chairman shall cause a poll to be taken forthwith. If a poll
is taken at any meeting, the result shall be announced to the meeting and recorded in the
minutes of the meeting.
7.17. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of
the chairman and a demand so withdrawn shall not be taken to have invalidated the outcome
of the vote declared before the poll was demanded. In the case of an equality of votes, whether
on a show of hands or on a poll or any other manner by which the decision is taken, the
chairman shall be entitled to a casting vote in addition to any other vote he may have.
7.18. Subject to the specific provisions contained in this Regulation for the appointment of
representatives of Eligible Persons other than individuals the right of any individual to speak
for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by
the documents by which, the Eligible Person is constituted or derives its existence. In case of
doubt, the directors may in good faith seek legal advice from any qualified Person and unless
and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act
upon such advice without incurring any liability to any Shareholder or the Company.
7.19. Any Eligible Person other than an individual which is a Shareholder may by resolution of its
directors or other governing body authorise such individual as it thinks fit to act as its
representative at any meeting of Shareholders or of any class of Shareholders, and the
individual so authorised shall be entitled to exercise the same rights on behalf of the Eligible
Person which he represents as that Eligible Person could exercise if it were an individual.
7.20. The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible
Person other than an individual may call for a notarially certified copy of such proxy or
authority which shall be produced within 7 days of being so requested or the votes cast by
such proxy or on behalf of such Eligible Person shall be disregarded.
7.21. Directors of the Company may attend and speak at any meeting of Shareholders and at any
separate meeting of the holders of any class or series of Shares.
7.22. An action that may be taken by the Shareholders at a meeting may also be taken by a
Resolution of Shareholders consented to in writing, without the need for any notice, but if any
Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all
Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not
consenting to such resolution.
 The consent may be comprised of any one or more documents 3 and may be in the form of
counterparts, each counterpart being signed by one or more Shareholders. If the consent is in
one or more counterparts, and the counterparts bear different dates, then the resolution shall
take effect on the earliest date upon which Eligible Persons holding a sufficient number of
votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by
signed counterparts.
7.23 One or more shareholders of a company may, by agreement in writing, transfer registered
shares to any person, authorised to act as trustee for the purpose of vesting in such person,
who may be designated voting trustee, the right to vote thereon and the following provisions
shall apply:

(a) the period of time for which the trustee may vote shall not exceed 10 years;

(b) subject to paragraph (a), the agreement may contain any other provisions not
inconsistent with the purpose of the agreement;

(c) a copy of the agreement shall be deposited at the registered office of the company and
shall be open to the inspection of members of the company

(i) in the case of any beneficiary of the trust under the agreement, daily during
business hours, and
(ii) in the case of members of the company, subject to the provisions of sub-
regulation 20;

(d) where certificates for registered shares have been issued for shares that are to be
transferred to a trustee pursuant to this section, new certificates shall be issued to the
voting trustee to represent the shares so transferred and the certificates formerly
representing the shares that have been transferred shall be surrendered and cancelled;

(e) where a certificate is issued to a voting trustee, an endorsement shall be made on the
certificate that the shares represented thereby are held by the person named therein
pursuant to an agreement;

(f) there shall be noted in the register of members of the company against the record of
the shares held by the trustee the fact that such an agreement exists;

(g) the voting trustee may vote the shares so issued or transferred during the period
specified in the agreement;

(h) shares registered in the name of the voting trustee may be voted either in person or by
proxy and, in voting the shares, the voting trustee shall not incur any liability as
member or trustee, except in so far as he may be liable for his own conduct or acts;

(i) where two or more persons are designated as voting trustees and the right and method
of voting any shares registered in their names at any meeting of members or on any
resolution of members are not fixed by the agreement appointing the trustees, the right
to vote shall be determined by a majority of the trustees, or if they are equally divided
as to the right and manner of voting the shares in any particular case, the votes of the
shares in such case shall be divided equally among the trustees;

(j) at any time within 2 years prior to the time of expiration of any voting trust agreement
as originally fixed or as last extended as provided in this subsection, one or more
beneficiaries of the trust under the voting trust agreement may, by written agreement
and with the written consent of the voting trustee, extend the duration of the voting
trust agreement for an additional period not exceeding 10 years from the expiration
date of the trust as originally fixed or as last extended, and;
12
BBC Act section 88(2)
 (k) the voting trustee shall, prior to the time of expiration of a voting trust agreement, as
originally fixed or as previously extended, as the case may be, deposit at the registered
office of the company a copy of the extension agreement and of his consent thereto,
and thereupon the duration of the voting trust agreement shall be extended for the
period fixed in the extension agreement, but no extension agreement shall affect the
rights or obligations of persons not parties thereto.

7.24 Two or more members of a company may by agreement in writing provide that in exercising
any voting rights the shares held by them shall be voted
(a) as provided by the agreement;
(b) as the parties may agree, or;
(c) as determined in accordance with such procedure as they may agree upon.

7.25 The validity of any voting trust or other voting agreement is not affected during a period of 10
years from the date when it was created or last extended by reason only of the fact that under
its terms it will or may last beyond a period of 10 years.

7.26 Sub-regulations 7.23, 7.24 and 7.25 shall be deemed not to invalidate any voting or other
agreement among members or any irrevocable proxy that is not otherwise illegal.

8. DIRECTORS
8.1 The first directors of the Company shall be appointed by the first registered agent within 6
months of the date of the incorporation of the Company; and thereafter, the directors shall be
elected by Resolution of Shareholders or by Resolution of Directors for such term as the
Shareholders or directors determine.
8.2 A "reserve director" may be nominated by a shareholder in writing, where the company has
only one shareholder and director who are one and the same individual.
8.3 No Person shall be appointed as a director of the Company unless he has consented in writing
to act as a director.
8.4 No Person shall be nominated as a "reserve director" unless he has consented in writing to the
nomination.
8.5 The minimum number of directors shall be 1 and the maximum number shall be 12.
8.6 Each director holds office for the term, if any, fixed by the Resolution of Shareholders or
Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no
term is fixed on the appointment of a director, the director serves indefinitely until his earlier
death, resignation or removal.
8.7 A "reserve director" shall only assume his responsibilities as a director of the company upon
the death of the sole shareholder/director.
8.8 A director may be removed from office,
(a) with or without cause, by a Resolution of Shareholders passed at a meeting of
Shareholders called for the purposes of removing the director or for purposes
including the removal of the director or by a written resolution passed by a least
seventy five per cent of the Shareholders of the Company entitled to vote; or
 (b) with cause, by a Resolution of Directors passed at a meeting of directors called for the
purpose of removing the director or for purposes including the removal of the
director.
(c) A "reserve director" may have his nomination revoked by a notice of revocation in
writing signed by the sole member/shareholder.
8.9 A director may resign his office by giving written notice of his resignation to the Company and
the resignation has effect from the date the notice is received by the Company at the office of
its registered agent or from such later date as may be specified in the notice. A director shall
resign forthwith as a director if he is, or becomes, disqualified from acting as a director under
the Act.
A "reserve director" may resign his nomination by giving notice of his resignation in writing to the
company.
8.10 The directors may at any time appoint any Person to be a director either to fill a vacancy or as
an addition to the existing directors. Where the directors appoint a Person as director to fill a
vacancy, the term shall not exceed the term that remained when the Person who has ceased to
be a director ceased to hold office.
8.11 The nomination of a person nominated as a "reserve director" of the company ceases to have
effect in the event that the sole member/director ceases to be the sole member/director of the
company.
8.12 A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office
prior to the expiration of his term of office.
8.13 The Company shall keep a register of directors containing:
a) the names and addresses of the Persons who are directors of the Company, or the
person who has been appointed as a reserve director of the Company;
b) the date on which each Person whose name is entered in the register was appointed as
a director of the Company, Or was nominated as a reserve director of the Company;
c) the date on which each Person named as a director or was nominated as a reserve
director ceased to be a director of the Company; and
d) such other information as may be prescribed by the Act.
8.14 The register of directors may be kept in any such form as the directors may approve, but if it is
in magnetic, electronic or other data storage form, the Company must be able to produce
legible evidence of its contents. Until a Resolution of Directors determining otherwise is
passed, the magnetic, electronic or other data storage shall be the original register of directors.
8.15 The directors may, by a Resolution of Directors, fix the emoluments of directors with respect
to services to be rendered in any capacity to the Company.
8.16 A director is not required to hold a Share as a qualification to office.

9. POWERS OF DIRECTORS

9.1 The business and affairs of the Company shall be managed by, or under the direction or
supervision of, the directors of the Company. The directors of the Company have all the
powers necessary for managing, and for directing and supervising, the business and affairs of
the Company. The directors may pay all expenses incurred preliminary to and in connection
with the incorporation of the Company and may exercise all such powers of the Company as
are not by the Act or by the Memorandum or the Articles required to be exercised by the
Shareholders.
9.2 Each director shall exercise his powers for a proper purpose and shall not act or agree to the
Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each
director, in exercising his powers or performing his duties, shall act honestly and in good faith
in what the director believes to be the best interests of the Company.
9.3 If the Company is the wholly owned subsidiary of a holding company, a director of the
Company may, when exercising powers or performing duties as a director, act in a manner
which he believes is in the best interests of the holding company even though it may not be in
the best interests of the Company.
9.4 If the Company is the subsidiary that is not a wholly owned subsidiary of a holding company,
a director of the Company may, with the prior agreement of the shareholders, other than its
holding company, when exercising powers or performing duties as a director, act in a manner
which he believes is in the best interests of the holding company even though it may not be in
the best interests of the Company4.
9.5 Any director which is a body corporate may appoint any individual as its duly authorized
representative for the purpose of representing it at meetings of the directors, with respect to
the signing of consents or otherwise.
9.6 The continuing directors may act notwithstanding any vacancy in their body.
9.7 The directors may by Resolution of Directors exercise all the powers of the Company to incur
indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations
whether of the Company or of any third party.
9.8 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments 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 shall from time to time be
determined by Resolution of Directors.
9.9 For the purposes of Section 175 (Disposition of assets) of the Act, the directors may by
Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition
is in the usual or regular course of the business carried on by the Company and such
determination is, in the absence of fraud, conclusive.
10. PROCEEDINGS OF DIRECTORS
10.1 Any one director of the Company may call a meeting of the directors by sending a written
notice to each other director.
10.2 The directors of the Company or any committee thereof may meet at such times and in such
manner and places within or outside the British Virgin Islands as the directors may determine
to be necessary or desirable.
10.3 A director is deemed to be present at a meeting of directors if he participates by telephone or
other electronic means and all directors participating in the meeting are able to hear each other.
10.4 A director shall be given not less than 3 days' notice of meetings of directors, but a meeting of
directors held without 3 days' notice having been given to all directors shall be valid if all the
directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for
this purpose the presence of a director at a meeting shall constitute waiver by that director. The
inadvertent failure to give notice of a meeting to a director, or the fact that a director has not
received the notice, does not invalidate the meeting.
10.5 A director may by a written instrument appoint an alternate who need not be a director and the
alternate shall be entitled to attend meetings in the absence of the director who appointed him
and to vote or consent in place of the director until the appointment lapses or is terminated.
10.6 A meeting of directors is duly constituted for all purposes if at the commencement of the
meeting there are present in person or by alternate not less than one-half of the total number of
directors, unless there are only 2 directors in which case the quorum is 2.
10.7 If the Company has only one director the provisions herein contained for meetings of directors
do not apply and such sole director has full power to represent and act for the Company in all
matters as are not by the Act, the Memorandum or the Articles required to be exercised by the
Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign
a note or memorandum of all matters requiring a Resolution of Directors.
15
BBC Act section 120(3)
 Such a note or memorandum constitutes sufficient evidence of such resolution for all
purposes.
10.8 At meetings of directors at which the Chairman of the Board is present, he shall preside as
chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board
is not present, the directors present shall choose one of their number to be chairman of the
meeting.
10.9 An action that may be taken by the directors or a committee of directors at a meeting may also
be taken by a Resolution of Directors or a resolution of a committee of directors consented to
in writing by all directors or by all members of the committee, as the case may be, without the
need for any notice. The consent consist of one or more documents, and may be in the form of
counterparts each counterpart being signed by one or more directors. If the consent is in one or
more counterparts, and the counterparts bear different dates, then the resolution shall take
effect on the date upon which the last director has consented to the resolution by signed
counterparts.
11. COMMITTEES
11.1. The directors may, by Resolution of Directors, designate one or more committees, each
consisting of one or more directors, and delegate one or more of their powers, including the
power to affix the Seal, to the committee.
11.2. The directors have no power to delegate to a committee of directors any of the following
powers:
(a) to amend the Memorandum or the Articles;
(b) to designate committees of directors;
(c) to delegate powers to a Committee of directors;
(d) to appoint or remove directors;
(e) to appoint or remove an agent;
(f) to approve a plan of merger, consolidation or arrangement;
(g) to make a declaration of solvency or to approve a liquidation plan; or
(h) to make a determination that, immediately after a proposed distribution, the value of
the Company's assets will exceed its liabilities and the Company will be able to pay its
debts as they fall due.
11.3. Sub-Regulation 11.2(b) and (c) do not prevent a committee of directors, where authorised by
the Resolution of Directors appointing such committee or by a subsequent Resolution of
Directors, from appointing a sub-committee and delegating powers exercisable by the
committee to the sub-committee.
11.4. The meetings and proceedings of each committee of directors consisting of 2 or more directors
shall be governed mutatis mutandis by the provisions of the Articles regulating the
proceedings of directors so far as the same are not superseded by any provisions in the
Resolution of Directors establishing the committee.
11.5. Where the directors delegate their powers to a committee of directors they remain responsible
for the exercise of that power by the committee, unless they believed on reasonable grounds at
all times before the exercise of the power that the committee would exercise the power in
conformity with the duties imposed on directors of the Company under the Act.
12. OFFICERS AND AGENTS
12.1. The Company may by Resolution of Directors appoint officers of the Company at such times
as may be considered necessary or expedient. Such officers may consist of a Chairman of the
Board of Directors, a president and one or more vice-presidents, secretaries and treasurers and
such other officers as may from time to time be considered necessary or expedient. Any
number of offices may be held by the same Person.
12.2. The officers shall perform such duties as are prescribed at the time of their appointment
subject to any modification in such duties as may be prescribed thereafter by Resolution of
Directors. In the absence
 of any specific prescription of duties it shall be the responsibility of the Chairman of the
Board to preside at meetings of directors and Shareholders, the president to manage the day to
day affairs of the Company, the vice-presidents to act in order of seniority in the absence of
the president but otherwise to perform such duties as may be delegated to them by the
president, the secretaries to maintain the register of members, minute books and records (other
than financial records) of the Company and to ensure compliance with all procedural
requirements imposed on the Company by applicable law, and the treasurer to be responsible
for the financial affairs of the Company.
12.3. The emoluments of all officers shall be fixed by Resolution of Directors.
12.4. The officers of the Company shall hold office until their successors are duly appointed, but
any officer elected or appointed by the directors may be removed at any time, with or without
cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may
be filled by Resolution of Directors.
12.5. The directors may, by a Resolution of Directors, appoint any Person, including a Person who
is a director, to be an agent of the Company. An agent of the Company shall have such powers
and authority of the directors, including the power and authority to affix the Seal, as are set
forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent
has any power or authority with respect to the matters specified in Sub-Regulation 11.2. The
Resolution of Directors appointing an agent may authorise the agent to appoint one or more
substitutes or delegates to exercise some or all of the powers conferred on the agent by the
Company. The directors may remove an agent appointed by the Company and may revoke or
vary a power conferred on him.
13. CONFLICT OF INTERESTS
13.1. A director of the Company shall, forthwith after becoming aware of the fact that he is
interested in a transaction entered into or to be entered into by the Company, disclose the
interest to all other directors of the Company.
13.2. For the purposes of Sub-Regulation 13.1, a disclosure to all other directors to the effect that a
director is a member, director or officer of another named entity or has a fiduciary relationship
with respect to the entity or a named individual and is to be regarded as interested in any
transaction which may, after the date of the entry or disclosure, be entered into with that entity
or individual, is a sufficient disclosure of interest in relation to that transaction.
13.3. A director of the Company who is interested in a transaction entered into or to be entered into
by the Company may:
(a) vote on a matter relating to the transaction;
(b) attend a meeting of directors at which a matter relating to the transaction arises and be
included among the directors present at the meeting for the purposes of a quorum; and
(c) sign a document on behalf of the Company, or do any other thing in his capacity as a
director, that relates to the transaction,
and, subject to compliance with the Act shall not, by reason of his office be accountable to the
Company for any benefit which he derives from such transaction and no such transaction shall
be liable to be avoided on the grounds of any such interest or benefit.
14. INDEMNIFICATION
14.1. Subject to the limitations hereinafter provided the Company shall indemnify against all expenses,
including legal fees, and against all judgments, fines and amounts paid in settlement and
reasonably incurred in connection with legal, administrative or investigative proceedings any
Person who:
(a) is or was a party or is threatened to be made a party to any threatened, pending or
completed proceedings, whether civil, criminal, administrative or investigative, by
reason of the fact that the Person is or was a director of the Company; or
(b) is or was, at the request of the Company, serving as a director of, or in any other
capacity is or was acting for, another company or a partnership, joint venture, trust or
other enterprise.
14.2. The indemnity in Sub-Regulation 14.1 only applies if the Person acted honestly and in good
faith with a view to the best interests of the Company and, in the case of criminal proceedings,
the Person had no reasonable cause to believe that their conduct was unlawful.
14.3. The decision of the directors as to whether the Person acted honestly and in good faith and
with a view to the best interests of the Company and as to whether the Person had no
reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient
for the purposes of the Articles, unless a question of law is involved.
14.4. The termination of any proceedings by any judgment, order, settlement, conviction or the
entering of a nolle prosequi does not, by itself, create a presumption that the Person did not act
honestly and in good faith and with a view to the best interests of the Company or that the
Person had reasonable cause to believe that his conduct was unlawful.
14.5. The Company may purchase and maintain insurance in relation to any Person who is or was a
director, officer or liquidator of the Company, or who at the request of the Company is or was
serving as a director, officer or liquidator of, or in any other capacity is or was acting for,
another company or a partnership, joint venture, trust or other enterprise, against any liability
asserted against the Person and incurred by the Person in that capacity, whether or not the
Company has or would have had the power to indemnify the Person against the liability as
provided in the Articles.
15. RECORDS
15.1. The Company shall keep the following documents at the office of its registered agent:
(a) the Memorandum and the Articles;
(b) the register of members, or a copy of the register of members;
(c) the register of directors, or a copy of the register of directors, including any nominated
director; and
(d) copies of all notices and other documents filed by the Company with the Registrar of
Corporate Affairs in the previous 10 years.
15.2. If the Company maintains only a copy of the register of members or a copy of the register of
directors at the office of its registered agent, it shall:
(a) within 15 days of any change in either register, notify the registered agent in writing
of the change; and
(b) provide the registered agent with a written record of the physical address of the place
or places at which the original register of members or the original register of directors
is kept.
15.3. The Company shall keep the following records at the office of its registered agent or at such
other place or places, within or outside the British Virgin Islands, as the directors may
determine:
(a) minutes of meetings and Resolutions of Shareholders and classes of Shareholders;
(b) minutes of meetings and Resolutions of Directors and committees of directors; and
(c) an impression of the Seal, if any.
15.4. Where any original records referred to in this Regulation are maintained other than at the
office of the registered agent of the Company, and the place at which the original records is
changed, the Company shall provide the registered agent with the physical address of the new
location of the records of the Company within 14 days of the change of location.
15.5. The records kept by the Company under this Regulation shall be in written form or either
wholly or partly as electronic records complying with the requirements of the Electronic
Transactions Act (No. 5 of 2001).
 16. REGISTERS OF CHARGES
The Company shall maintain at the office of its registered agent a register of charges in which there
shall be entered the following particulars regarding each mortgage, charge and other
encumbrance created by the Company:
(a) the date of creation of the charge;
(b) a short description of the liability secured by the charge;
(c) a short description of the property charged;
(d) the name and address of the trustee for the security or, if there is no such trustee, the
name and address of the chargee;
(e) unless the charge is a security to bearer, the name and address of the holder of the
charge;
(f) details of any prohibition or restriction contained in the instrument creating the charge
on the power of the Company to create any future charge ranking in priority to or
equally with the charge; and
(g) details of any variation and the date of the certificate of variation. 5
17. SEAL
The Company shall have a Common Seal, and may have more than one Seal and references herein to
the Seal shall be references to every Seal which shall have been duly adopted by Resolution of
Directors. The directors shall provide for the safe custody of the Seal and for an imprint
thereof to be kept at the registered office. Except as otherwise expressly provided herein the
Seal when affixed to any written instrument shall be witnessed and attested to by the signature
of any one director or other Person so authorised from time to time by Resolution of
Directors. Such authorisation may be before or after the Seal is affixed, may be general or
specific and may refer to any number of sealings. The directors may provide for a facsimile of
the Seal and of the signature of any director or authorised Person which may be reproduced by
printing or other means on any instrument and it shall have the same force and validity as if
the Seal had been affixed to such instrument and the same had been attested to as hereinbefore
described.
18. DISTRIBUTIONS BY WAY OF DIVIDEND
18.1. The directors of the Company may, by Resolution of Directors, authorise a distribution by way
of dividend at a time and of an amount they think fit if they are satisfied, on reasonable
grounds, that, immediately after the distribution, the value of the Company's assets will exceed
its liabilities and the Company will be able to pay its debts as they fall due.
18.2. Dividends may be paid in money, shares, or other property.
18.3. Notice of any dividend that may have been declared shall be given to each Shareholder as
specified in Sub-Regulation 21.1 and all dividends unclaimed for 3 years after having been
declared may be forfeited by Resolution of Directors for the benefit of the Company.
18.4. No dividend shall bear interest as against the Company and no dividend shall be paid on
Treasury Shares.
19. ACCOUNTS, ANNUAL RETURN AND AUDIT
19.1. The Company shall keep records that are sufficient to show and explain the Company's
transactions and that will, at any time, enable the financial position of the Company to be
determined with reasonable accuracy.
19.2. Unless exempted under the Act, the Company shall, in respect of each year, file a financial
return (referred to in this Regulation as "annual return") with its registered agent. The annual
return shall (a) be filed within nine (9) months after the end of the year to which the annual
return relates; and (b) contain such information and be in such form as required by the Act.

19
BBC Act Section 164
19.3. The Company may by Resolution of Shareholders call for the directors to prepare periodically
and make available a profit and loss account and a balance sheet. The profit and loss account
and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit
and loss of the Company for a financial period and a true and fair view of the assets and
liabilities of the Company as at the end of a financial period.
19.4. The Company may by Resolution of Shareholders call for the accounts to be examined by
auditors.
19.5. The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be
appointed by a Resolution of Shareholders.
19.6. The auditors may be Shareholders, but no director or other officer shall be eligible to be an
auditor of the Company during their continuance in office.
19.7. An auditor may be removed by a Resolution of Shareholders.
19.8. The remuneration of the auditors of the Company:
(a) in the case of auditors appointed by the directors, may be fixed by Resolution of
Directors; and
(b) subject to the foregoing, shall be fixed by Resolution of Shareholders or in such
manner as the Company may by Resolution of Shareholders determine.
19.9. The auditors shall examine each profit and loss account and balance sheet required to be laid
before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a
written report whether or not:
(a) in their opinion the profit and loss account and balance sheet give a true and fair view
respectively of the profit and loss for the period covered by the accounts, and of the
assets and liabilities of the Company at the end of that period; and
(b) all the information and explanations required by the auditors have been obtained.
19.10. The report of the auditors shall be annexed to the accounts and shall be read at the meeting of
Shareholders at which the accounts are laid before the Company or shall be otherwise given to
the Shareholders.
19.11. Every auditor of the Company shall have a right of access at all times to the books of account
and vouchers of the Company, and shall be entitled to require from the directors and officers
of the Company such information and explanations as he thinks necessary for the performance
of the duties of the auditors.
19.12. The auditors of the Company shall be entitled to receive notice of, and to attend any meetings
of Shareholders at which the Company's profit and loss account and balance sheet are to be
presented.
20. INSPECTION OF DOCUMENTS
20.1 A director of the Company is entitled, on giving reasonable notice, to inspect the documents
and records of the company

(a) in written form;

(b) without charge; and
(c) at a reasonable time specified by the director;

and to make copies of or take extracts from the documents and records.

20.2 Subject to subsection (3), a Shareholder of the Company is entitled, on giving written notice to
the Company, to inspect:

(a) the memorandum and articles;

(b) the register of members;
(c) the register of directors; and
(d) minutes of meetings and resolutions of Shareholders and of those classes of Shareholders
of which he is a member;

and to make copies of or take extracts from the documents and records.
20.3 The directors may, if they are satisfied that it would be contrary to the company's interests to
allow a member to inspect any document, or part of a document, specified in sub-regulation
20.2 (b), (c), or (d), refuse to permit the member to inspect the document or limit the
inspection of the document, including limiting the making of copies or the taking of extracts
from the records.

20.4 The directors shall, as soon as reasonably practicable, notify the Shareholder of any exercise
of their powers under sub-regulation 20.3.

20.5 Where the Company fails or refuses to permit a member to inspect a document or permits a
member to inspect a document subject to limitations, that member may apply to the Court for
an order that he should be permitted to inspect the document or to inspect the document
without limitation.

20.6 On an application under sub-regulation 20.5 the Court may make such order as it considers
just.
21. NOTICES
21.1. Any notice, information or written statement to be given by the Company to Shareholders may
be given by personal service or by mail addressed to each Shareholder at the address shown in
the register of members.
21.2. Any summons, notice, order, document, process, information or written statement to be served
on the Company may be served by leaving it, or by sending it by registered mail addressed to
the Company, at its registered office, or by leaving it with, or by sending it by registered mail
to, the registered agent of the Company.
21.3. Service of any summons, notice, order, document, process, information or written statement to
be served on the Company may be proved by showing that the summons, notice, order,
document, process, information or written statement was delivered to the registered office or
the registered agent of the Company or that it was mailed in such time as to admit to its being
delivered to the registered office or the registered agent of the Company in the normal course
of delivery within the period prescribed for service and was correctly addressed and the
postage was prepaid.
22. VOLUNTARY WINDING UP AND DISSOLUTION
The Company may by a Resolution of Shareholders or by a Resolution of Directors appoint a
voluntary liquidator in accordance with the provisions of the Act6.
23. CONTINUATION
The Company may upon compliance with the provisions of the Act, by Resolution of
Shareholders or by a resolution passed unanimously by all directors of the Company continue
as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands
in the manner provided under those laws.

6
Part XII of the Act contains a number of specifications in this regard.
We, COVERDALE TRUST SERVICES LIMITED of 4 th Floor, Water's Edge Building, Meridian
Plaza, Road Town, Tortola, VG1110, British Virgin Islands for the purpose of incorporating a BVI
Business Company under the laws of the British Virgin Islands hereby sign these Articles of
Association the 18th day of January 2023:

Incorporator

İmza
Knshma Orr-Fraser
Authorised Signatory
Coverdale Trust Services Limited