Attached files
| file | filename |
|---|---|
| S-1 - China VantagePoint Acquisition Co | v198984_s1.htm |
| EX-3.1 - China VantagePoint Acquisition Co | v198984_ex3-1.htm |
| EX-23.1 - China VantagePoint Acquisition Co | v198984_ex23-1.htm |
ARTICLES
OF ASSOCIATION
OF
China
VantagePoint Acquisition Company
TABLE
OF CONTENTS
|
Table
A
INTERPRETATION
|
1
|
|
|
1.
|
Definitions
|
1
|
|
SHARES
|
3
|
|
|
2.
|
Power
to Issue Shares
|
3
|
|
3.
|
Redemption
and Purchase of Shares
|
4
|
|
4.
|
Rights
Attaching to Shares
|
4
|
|
5.
|
Calls
on Shares
|
5
|
|
6.
|
Joint
and Several Liability to Pay Calls
|
5
|
|
7.
|
Forfeiture
of Shares
|
5
|
|
8.
|
Share
Certificates
|
6
|
|
9.
|
Fractional
Shares
|
7
|
|
REGISTRATION
OF
SHARES
|
7
|
|
|
10.
|
Register
of Members
|
7
|
|
11.
|
Registered
Holder Absolute Owner
|
7
|
|
12.
|
Transfer
of Registered Shares
|
8
|
|
13.
|
Transmission
of Registered Shares
|
9
|
|
ALTERATION
OF SHARE
CAPITAL
|
10
|
|
|
14.
|
Power
to Alter Capital
|
10
|
|
15.
|
Variation
of Rights Attaching to Shares
|
11
|
|
DIVIDENDS
AND
CAPITALISATION
|
11
|
|
|
16.
|
Dividends
|
11
|
|
17.
|
Power
to Set Aside Profits
|
12
|
|
18.
|
Method
of Payment
|
12
|
|
19.
|
Capitalisation
|
12
|
|
MEETINGS
OF MEMBERS
|
13
|
|
|
20.
|
Annual
General Meetings
|
13
|
|
21.
|
Extraordinary
General Meetings
|
13
|
|
22.
|
Requisitioned
General Meetings
|
13
|
|
23.
|
Notice
|
13
|
|
24.
|
Giving
Notice
|
14
|
|
25.
|
Postponement
of General Meeting
|
15
|
|
26.
|
Participating
in Meetings by Telephone
|
15
|
|
27.
|
Quorum
at General Meetings
|
15
|
|
28.
|
Chairman
to Preside
|
15
|
|
29.
|
Voting
on Resolutions
|
15
|
|
30.
|
Power
to Demand a Vote on a Poll
|
16
|
|
31.
|
Voting
by Joint Holders of Shares
|
17
|
|
32.
|
Instrument
of Proxy
|
17
|
|
33.
|
Representation
of Corporate Member
|
17
|
|
34.
|
Adjournment
of General Meeting
|
18
|
|
35.
|
Written
Resolutions
|
18
|
|
36.
|
Directors
Attendance at General Meetings
|
18
|
|
DIRECTORS
AND OFFICERS
|
19
|
|
|
37.
|
Election
of Directors
|
19
|
|
38.
|
Number
of Directors
|
19
|
|
39.
|
Term
of Office of Directors
|
19
|
|
40.
|
Alternate
Directors
|
19
|
|
41.
|
Removal
of Directors
|
20
|
|
42.
|
Vacancy
in the Office of Director
|
20
|
|
43.
|
Remuneration
of Directors
|
20
|
|
44.
|
Defect
in Appointment of Director
|
21
|
|
45.
|
Directors
to Manage Business
|
21
|
|
46.
|
Powers
of the Board of Directors
|
21
|
|
47.
|
Register
of Directors and Officers
|
22
|
|
48.
|
Officers
|
23
|
|
49.
|
Appointment
of Officers
|
23
|
|
50.
|
Duties
of Officers
|
23
|
|
51.
|
Remuneration
of Officers
|
23
|
|
52.
|
Conflicts
of Interest
|
23
|
|
53.
|
Indemnification
and Exculpation of Directors and Officers
|
24
|
|
MEETINGS
OF THE BOARD
OF
DIRECTORS
|
24
|
|
|
54.
|
Board
Meetings
|
24
|
|
55.
|
Notice
of Board Meetings
|
24
|
|
56.
|
Participation
in Meetings by Telephone
|
25
|
|
57.
|
Quorum
at Board Meetings
|
25
|
|
58.
|
Board
to Continue in the Event of Vacancy
|
25
|
|
59.
|
Chairman
to Preside
|
25
|
|
60.
|
Written
Resolutions
|
25
|
|
61.
|
Validity
of Prior Acts of the Board
|
26
|
|
CORPORATE
RECORDS
|
26
|
|
|
62.
|
Minutes
|
26
|
|
63.
|
Register
of Mortgages and Charges
|
26
|
|
64.
|
Form
and Use of Seal
|
26
|
|
ACCOUNTS
|
27
|
|
|
65.
|
Books
of Account
|
27
|
|
66.
|
Financial
Year End
|
27
|
|
AUDITS
|
27
|
|
|
67.
|
Audit
|
27
|
|
68.
|
Appointment
of Auditors
|
28
|
|
69.
|
Remuneration
of Auditors
|
28
|
|
70.
|
Duties
of Auditor
|
28
|
|
71.
|
Access
to Records
|
28
|
|
VOLUNTARY
WINDING-UP
AND
DISSOLUTION
|
28
|
|
|
72.
|
Winding-Up
|
28
|
|
CHANGES
TO
CONSTITUTION
|
29
|
|
|
73.
|
Changes
to Articles
|
29
|
|
74.
|
Changes
to the Memorandum of Association
|
29
|
|
75.
|
Discontinuance
|
29
|
|
China
VantagePoint Acquisition Company
|
Page
1
|
|
|
REGISTERED
AND FILED
|
|
AS
NO:245001 THIS 3rd
DAY
|
|
OF
September, 2010
|
| /s/ |
|
Asst.
Registrar of Companies
|
|
Cayman
Islands
|
 |
ARTICLES
OF ASSOCIATION
OF
China
VantagePoint Acquisition
Company
|
Table
A
The
regulations in Table A in the First Schedule to the Law (as defined below) do
not apply
to the Company.
INTERPRETATION
|
1.
|
Definitions
|
|
1.1
|
In
these Articles, the following words and expressions shall, where not
inconsistent with the context, have the following meanings,
respectively:
|
|
Alternate
Director
|
an alternate director appointed
in accordance with these
Articles;
|
|
|
Articles
|
these
Articles of Association as altered from time to time;
|
|
|
Auditor
|
includes
an individual or
partnership;
|
|
|
Board
|
the
board of directors appointed or elected pursuant to these Articles and
acting at a meeting of directors at which there is a quorum or by written
resolution in accordance with these Articles;
|
|
|
Company
|
the
company for which these Articles are approved and
confirmed;
|
|
|
Director
|
a
director, including a sole director, for the time being of the Company and
shall include an Alternate Director;
|
|
|
Law
|
The
Companies Law the Cayman Islands and every modification, reenactment or
revision thereof for the time being in force;
|
|
| Member |
the
person registered in the Register of Members as the holder of shares in
the Company and, when two or more persons are so registered as joint
holder of shares, means the person whose name stands first in the Register
of Members as one of such joint holders or all of such persons, as the
context so
requires;
|
[SEAL]
|
China
VantagePoint Acquisition Company
|
Page
2
|
|
|
month
|
calendar
month;
|
|
|
notice
|
written
notice as further provided in these Articles unless
otherwise specifically stated;
|
|
|
Officer
|
any person appointed
by the Board to hold an office in
the Company;
|
|
|
ordinary
resolution
|
a
resolution passed at a general meeting (or, if so specified, a meeting of
Members holding a class of shares) of the Company by a simple majority of
the votes cast, or a written resolution passed by the unanimous consent of
all Members entitled to vote;
|
|
|
paid-up
|
paid-up
or credited as paid-up;
|
|
|
Register
of Directors and Officers
|
the
register of directors and officers referred to in these
Articles;
|
|
|
Register
of Members
|
the
register of Members referred to in these Articles;
|
|
|
Registered
Office
|
the
registered office for the time being of the Company;
|
|
|
Seal
|
the
common seal or any official or duplicate seal of the
Company;
|
|
|
Secretary
|
the
person appointed to perform any or all of the duties of secretary of the
Company and includes any deputy or assistant secretary and any person
appointed by the Board to perform any of the duties of the
Secretary;
|
|
|
share
|
includes
a fraction of a share;
|
|
|
special
resolution
|
a
resolution passed at a general meeting (or, if so specified, a meeting of
Members holding a class of shares) of the Company by a majority of not
less than two thirds of the vote cast, as provided in the Law, or a
written resolution passed by unanimous consent of all Members entitled to
vote;
|
|
China
VantagePoint Acquisition Company
|
Page
3
|
|
|
written
resolution
|
a
resolution passed in accordance with Article 35 or 60;
and
|
|
|
year
|
calendar
year.
|
|
1.2
|
In
these Articles, where not inconsistent with the
context:
|
|
(a)
|
words
denoting the plural number include the singular number and vice
versa;
|
|
(b)
|
words
denoting the masculine gender include the feminine and neuter
genders;
|
|
(c)
|
words
importing persons include companies, associations or bodies of persons
whether corporate or not;
|
|
(d)
|
the
words:-
|
|
(i)
|
“may”
shall be construed as permissive;
and
|
|
(ii)
|
“shall”
shall be construed as imperative;
|
|
(e)
|
a
reference to statutory provision shall be deemed to include any amendment
or re-enactment thereof; and
|
|
(f)
|
unless
otherwise provided herein, words or expressions defined in the Law shall
bear the same meaning in these
Articles.
|
|
1.3
|
In
these Articles expressions referring to writing or its cognates shall,
unless the contrary intention appears, include facsimile, printing,
lithography, photography, electronic mail and other modes of representing
words in visible form.
|
|
1.4
|
Headings
used in these Articles are for convenience only and are not to be used or
relied upon in the construction
hereof.
|
SHARES
|
2.
|
Power to Issue
Shares
|
|
|
2.1
|
Subject
to these Articles and to any resolution of the Members to the contrary,
and without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares, the Board shall have
the power to issue any unissued shares of the Company on such terms and
conditions as it may determine and any shares or class of shares
(including the issue or grant of options, warrants and other rights,
renounceable or otherwise in respect of shares) may be issued with such
preferred, deferred or other special rights or such restrictions, whether
in regard to dividend, voting, return of capital, or otherwise, provided
that no share shall be issued at a discount except in accordance with the
Law.
|
|
China
VantagePoint Acquisition Company
|
Page
4
|
|
|
3.
|
Redemption and Purchase of
Shares
|
|
|
3.1
|
Subject
to the Law, the Company is authorised to issue shares which are to be
redeemed or are liable to be redeemed at the option of the Company or a
Member.
|
|
|
3.2
|
The
Company is hereby authorised to make payments in respect of the redemption
of its shares out of capital or out of any other account or fund which can
be authorised for this purpose in accordance with the
Law.
|
|
|
3.3
|
The
redemption price of a redeemable share, or the method of calculation
thereof, shall be fixed by the Directors at or before the time of
issue.
|
|
|
3.4
|
Every
share certificate representing a redeemable share shall indicate that the
share is redeemable.
|
|
|
3.5
|
Subject
to the law, and with the sanction of an ordinary resolution authorising
the manner and terms of purchase, the Directors may on behalf of the
Company purchase any share in the Company (including a redeemable share)
by agreement with the holder or pursuant to the terms of the issue of the
share and may make payments in respect of such purchase in accordance with
the law.
|
|
|
3.6
|
The
redemption price may be paid in any manner authorised by these Articles
for the payment of dividends.
|
|
|
3.7
|
A
delay in payment of the redemption price shall not affect the redemption
but, in the case of a delay of more than thirty days, interest shall be
paid for the period from the due date until actual payment at a rate which
the Directors, after due enquiry, estimate to be representative of the
rates being offered by Class A banks in the Cayman Islands for thirty day
deposits in the same currency.
|
|
|
3.8
|
The
Directors may exercise as they think fit the powers conferred on the
Company by Section 37(5) of the Law (payment out of capital) but only if
and to the extent that the redemption could not otherwise be made (or not
without making a fresh issue of shares for this
purpose).
|
|
|
3.9
|
Subject
as aforesaid, the Directors may determine, as they think fit all questions
that may arise concerning the manner in which the redemption of the shares
shall or may be effected.
|
|
3.10
|
No
share may be redeemed unless it is fully
paid-up.
|
|
4.
|
Rights Attaching to
Shares
|
Subject
to Article 2.1, 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 shares of a single class the holders of which
shall, subject to the provisions of these Articles:
|
China
VantagePoint Acquisition Company
|
Page
5
|
|
|
(a)
|
be
entitled to one vote per share;
|
|
(b)
|
be
entitled to such dividends as the Board may from time to time
declare;
|
|
(c)
|
in
the event of a winding-up or dissolution of the Company, whether voluntary
or involuntary or for the purpose of a reorganization or otherwise or upon
any distribution of capital, be entitled to the surplus assets of the
Company; and
|
|
(d)
|
generally
be entitled to enjoy all of the rights attaching to
shares.
|
|
5.
|
Calls
on Shares
|
|
|
5.1
|
The
Board may make such calls as it thinks fit upon the Members in respect of
any monies (whether in respect of nominal value or premium) unpaid on the
shares allotted to or held by such Members and, if a call is not paid on
or before the day appointed for payment thereof, the Member may at the
discretion of the Board be liable to pay the Company interest on the
amount of such call at such rate as the Board may determine, from the date
when such call was payable up to the actual date of payment. The Board may
differentiate between the holders as to the amount of calls to be paid and
the times of payment of such calls.
|
|
|
5.2
|
The
Company may accept from any Member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of that
amount has been called up.
|
|
|
5.3
|
The
Company may make arrangements on the issue of shares for a difference
between the Members in the amounts and times of payments of calls on their
shares.
|
|
6.
|
Joint
and Several Liability to Pay Calls
|
The joint
holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
|
7.
|
Forfeiture
of Shares
|
|
|
7.1
|
If
any Member fails to pay, on the day appointed for payment thereof, any
call in respect of any share allotted to or held by such Member, the Board
may, at any time thereafter during such time as the call remains unpaid,
direct the Secretary to forward such Member a notice in writing in the
form, or as near thereto as circumstances admit, of the
following:
|
Notice of
Liability to Forfeiture for Non-Payment of Call
[ ] (the
“Company”)
|
China
VantagePoint Acquisition Company
|
Page
6
|
|
You have
failed to pay the call of [amount of call] made on the [ ] day of [ ], 20[ ], in
respect of the [number] share(s) [number in figures] standing in your name in
the Register of Members of the Company, on the [ ] day of [ ], 20[ ], the day
appointed for payment of such call. You are hereby notified that unless you pay
such call together with interest thereon at the rate of [ ] per annum computed
from the said [ ] day of [ ], 20[ ] at the registered office of the Company the
share(s) will be liable to be forfeited.
|
Dated
this [ ] day of [ ], 20[ ]
|
|
|
|
[Signature
of Secretary] By Order of the
Board
|
|
|
7.2
|
If
the requirements of such notice are not complied with, any such share may
at any time thereafter before the payment of such call and the interest
due in respect thereof be forfeited by a resolution of the Board to that
effect, and such share shall thereupon become the property of the Company
and may be disposed of as the Board shall determine. Without limiting the
generality of the foregoing, the disposal may take place by sale,
repurchase, redemption or any other method of disposal permitted by and
consistent with these Articles and the
Law.
|
|
|
7.3
|
A
Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all calls
owing on such share or shares at the time of the forfeiture and all
interest due thereon.
|
|
|
7.4
|
The
Board may accept the surrender of any shares which it is in a position to
forfeit on such terms and conditions as may be agreed. Subject to those
terms and conditions, a surrendered share shall be treated as if it had
been forfeited.
|
|
8.
|
Share
Certificates
|
|
|
8.1
|
Every
Member shall be entitled to a certificate under the common seal (if any)
or a facsimile thereof of the Company or bearing the signature (or a
facsimile thereof) of a Director or the Secretary or a person expressly
authorised to sign specifying the number and, where appropriate, the class
of shares held by such Member andwhether the same are fully paid up and,
if not, specifying the amount paid on such shares. The Board may by
resolution determine, either generally or in a particular case, that any
or all signatures on certificates may be printed thereon or affixed by
mechanical means.
|
|
|
8.2
|
If
any share certificate shall be proved to the satisfaction of the Board to
have been worn out, lost, mislaid, or destroyed the Board may cause a new
certificate to be issued and request an indemnity for the lost certificate
if it sees ft.
|
|
8.3
|
Share
certificates may not be issued in bearer
form.
|
|
China
VantagePoint Acquisition Company
|
Page
7
|
|
|
9.
|
Fractional
Shares
|
The
Company may issue its shares in fractional denominations and deal with such
fractions to the same extent as its whole shares and shares in fractional
denominations shall have in proportion to the respective fractions represented
thereby all of the rights of whole shares including (but without limiting the
generality of the foregoing) the right to vote, to receive dividends and
distributions and to participate in a windingup.
REGISTRATION
OF SHARES
|
10.
|
Register of
Members
|
The Board
shall cause to be kept in one or more books a Register of Members which may be
kept outside the Cayman Islands at such place as the Directors shall appoint and
shall enter therein the following particulars:-
|
(a)
|
the
name and address of each Member, the number, and (where appropriate) the
class of shares held by such Member and the amount paid or agreed to be
considered as paid on such
shares;
|
|
(b)
|
the
date on which each person was entered in the Register of Members;
and
|
|
(c)
|
the
date on which any person ceased to be a
Member.
|
|
11.
|
Registered Holder Absolute
Owner
|
|
|
11.1
|
The
Company shall be entitled to treat the registered holder of any share as
the absolute owner thereof and accordingly shall not be bound to recognise
any equitable claim or other claim to, or interest in, such share on the
part of any other person.
|
|
|
11.2
|
No
person shall be entitled to recognition by the Company as holding any
share upon any trust and the Company shall not be bound by, or be
compelled in any way to recognise, (even when having notice thereof) any
equitable, contingent, futureor partial interest in any share or any other
right in respect of any share except an absolute right to the entirety of
the share in the holder. If, notwithstanding this Article, notice of any
trust is at the holder’s request entered in the Register of Members or on
a share certificate in respect of a share, then, except as
aforesaid:
|
|
|
(a)
|
such
notice shall be deemed to be solely for the holder’s
convenience;
|
|
(b)
|
the
Company shall not be required in any way to recognise any beneficiary, or
the beneficiary, of the trust as having an interest in the share or shares
concerned;
|
|
(c)
|
the
Company shall not be concerned with the trust in any way, as to the
identity or powers of the trustees, the validity, purposes or terms of the
trust, the question of whether anything done in relation to the shares may
amount to a breach of trust or otherwise;
and
|
|
China
VantagePoint Acquisition Company
|
Page
8
|
|
|
|
(d)
|
the
holder shall keep the Company fully indemnified against any liability or
expense which may be incurred or suffered as a direct or indirect
consequence of the Company entering notice of the trust in the Register of
Members or on a share certificate and continuing to recognise the holder
as having an absolute right to the entirety of the share or shares
concerned.
|
|
12.
|
Transfer
of Registered Shares
|
|
|
12.1
|
An
instrument of transfer shall be in writing in the form of the following,
or as near thereto as circumstances admit, or in such other form as the
Board may accept:
|
Transfer
of a Share or Shares
[ ] (the
“Company”)
FOR VALUE
RECEIVED [amount],
I, [name of transferor]
hereby
sell, assign and transfer unto [transferee] of [address], [number] of shares of
the Company.
DATED
this [ ] day of [ ], 20[ ]
|
Signed
by:
|
In
the presence of:
|
|
|
|
|
|
|
Transferor
|
Witness
|
|
|
|
|
|
|
Transferee
|
Witness
|
|
|
12.2
|
Such
instrument of transfer shall be signed by or on behalf of the transferor
and transferee, provided that, in the case of a fully paid share, the
Board may accept the instrument signed by or on behalf of the transferor
alone. The transferor shall be deemed to remain the holder of such share
until the same has been transferred to the transferee in the Register of
Members.
|
|
|
12.3
|
The
Board may refuse to recognise any instrument of transfer unless it is
accompanied by the certificate in respect of the shares to which it
relates and by such other evidence as the Board may reasonably require to
show the right of the transferor to make the
transfer.
|
|
|
12.4
|
The
joint holders of any share may transfer such share to one or more of such
joint holders, and the surviving holder or holders of any share previously
held by them jointly with a deceased Member may transfer any such share to
the executors or administrators of such deceased
Member.
|
|
China
VantagePoint Acquisition Company
|
Page
9
|
|
|
|
12.5
|
The
Board may in its absolute discretion and without assigning any reason
therefor refuse to register the transfer of a share. If the Board refuses
to register a transfer of any share the Secretary shall, within three
months after the date on which the transfer was lodged with the Company,
send to the transferor and transferee notice of the
refusal.
|
|
13.
|
Transmission
of Registered Shares
|
|
|
13.1
|
In
the case of the death of a Member, the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives
of the deceased Member where the deceased Member was a sole holder, shall
be the only persons recognised by the Company as having any title to the
deceased Member’s interest in the shares. Nothing herein contained shall
release the estate of a deceased joint holder from any liability in
respect of any share which had been jointly held by such deceased Member
with other persons. Subject to the provisions of Section 39 of the Law,
for the purpose of this Article, legal personal representative means the
executor or administrator of a deceased Member or such other person as the
Board may, in its absolute discretion, decide as being properly authorised
to deal with the shares of a deceased
Member.
|
|
|
13.2
|
Any
person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may be registered as a Member upon such evidence
as the Board may deem sufficient or may elect to nominate some person to
be registered as a transferee of such share, and in such case the person
becoming entitled shall execute in favour of such nominee an instrument of
transfer in writing in the form, or as near thereto as circumstances
admit, of the following:
|
Transfer
by a Person Becoming Entitled on Death/Bankruptcy of a Member
[ ]
(the “Company”)
I/We,
having become entitled in consequence of the [death/bankruptcy] of [name and
address of deceased Member] to [number] share(s) standing in the Register of
Members of the Company in the name of the said [name of deceased/bankrupt
Member] instead of being registered myself/ourselves, elect to have [name of
transferee] (the “Transferee”) registered as a transferee of such share(s) and
I/we do hereby accordingly transfer the said share(s) to the Transferee to hold
the same unto the Transferee, his or her executors, administrators and assigns,
subject to the conditions on which the same were held at the time of the
execution hereof; and the Transferee does hereby agree to take the said share(s)
subject to the same conditions.
|
DATED
this [ ] day of [ ], 20[ ]
|
||
|
Signed
by:
|
In
the presence of:
|
|
|
China
VantagePoint Acquisition Company
|
Page
10
|
|
|
Transferor
|
Witness
|
|
|
Transferee
|
Witness
|
|
|
13.3
|
On
the presentation of the foregoing materials to the Board, accompanied by
such evidence as the Board may require to prove the title of the
transferor, the transferee shall be registered as a Member.
Notwithstanding the foregoing, the Board shall, in any case, have the same
right to decline or suspend registration as it would have had in the case
of a transfer of the share by that Member before such Member’s death or
bankruptcy, as the case may be.
|
|
|
13.4
|
Where
two or more persons are registered as joint holders of a share or shares,
then in the event of the death of any joint holder or holders the
remaining joint holder or holders shall be absolutely entitled to the said
share or shares and the Company shall recognise no claim in respect of the
estate of any joint holder except in the case of the last survivor of such
joint holders.
|
ALTERATION
OF SHARE CAPITAL
|
14.
|
Power
to Alter Capital
|
|
|
14.1
|
Subject
to the Law, the Company may from time to time by ordinary resolution alter
the conditions of its Memorandum of Association
to:
|
|
|
(a)
|
increase
its capital by such sum divided into shares of such amounts as the
resolution shall prescribe or, if the Company has shares without par
value, increase its share capital by such number of shares without nominal
or par value, or increase the aggregate consideration for which its shares
may be issued, as it thinks
expedient;
|
|
|
(b)
|
consolidate
and divide all or any of its share capital into shares of largeramount
than its existing shares;
|
|
|
(c)
|
convert
all or any of its paid-up shares into stock, and reconvert that stock into
paid-up shares of any denomination;
|
|
|
(d)
|
subdivide
its shares or any of them into shares of an amount smaller than that fixed
by the Memorandum of Association;
or
|
|
|
(e)
|
cancel
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
capital is divided.
|
|
China
VantagePoint Acquisition Company
|
Page
11
|
|
|
|
14.2
|
For
the avoidance of doubt it is declared that paragraph 14.1 (b), (c) and (d)
do not apply if at any time the shares of the Company have no par
value.
|
|
|
14.3
|
Subject
to the Law, the Company may from time to time by Special Resolution reduce
its share capital.
|
|
15.
|
Variation of Rights Attaching
to
Shares
|
If, at
any time, the share capital is divided into different classes of shares, the
rights attached to any class (unless otherwise provided by the terms of issue of
the shares of that class) may, whether or not the Company is being wound-up, be
varied with the consent in writing of the holders of three-fourths of the issued
shares of that class or with the sanction of a resolution passed by a majority
of the votes cast at a separate general meeting of the holders of the shares of
the class at which meeting the necessary quorum shall be two persons at least
holding or representing by proxy one-third of the issued shares of the class.
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.
DIVIDENDS
AND CAPITALISATION
|
16.
|
Dividends
|
|
16.1
|
The
Board may, subject to these Articles and any direction of the Company in
general meeting, declare a dividend to be paid to the Members, in
proportion to the number of shares held by them, and such dividend may be
paid in cash or wholly or partly by the distribution of specific assets
(which may consist of the shares or securities of any other
company).
|
|
16.2
|
Where
the Directors determine that a dividend shall be paid wholly or partly by
the distribution of specific assets, the Directors may settle all
questions concerning such distribution. Without limiting the generality of
the foregoing, the Directors may fix the value of such specific assets and
vest any such specific assets in trustees on such terms as the Directors
think fit.
|
|
16.3
|
Dividends
may be declared and paid out of profits of the Company, realised or
unrealised, or from any reserve set aside from profits which the Directors
determine is no longer needed, or not in the same amount. Dividends may
also be declared and paid out of share premium account or any other fund
or account which can be authorised for this purpose in accordance with the
Law.
|
|
16.4
|
No
unpaid dividend shall bear interest as against the
Company.
|
|
16.5
|
The
Company may pay dividends in proportion to the amount paid up on each
share where a larger amount is paid up on some shares than on
others.
|
|
China
VantagePoint Acquisition Company
|
Page
12
|
|
|
|
16.6
|
The
Board may declare and make such other distributions (in cash or in specie)
to the Members as may be lawfully made out of the assets of the Company.
No unpaid distribution shall bear interest as against the
Company.
|
|
|
16.7
|
The
Board may fix any date as the record date for determining the Members
entitled to receive any dividend or other distribution, but, unless so
fixed, the record date shall be the date of the Directors’ resolution
declaring same.
|
|
17.
|
Power
to Set Aside Profits
|
|
|
17.1
|
The
Board may, before declaring a dividend, set aside out of the surplus or
profits of the Company, such sum as it thinks proper as a reserve to be
used to meet contingencies or for equalising dividends or for any other
purpose. Pending application, such sums may be employed in the business of
the Company or invested, and need not be kept separate from other assets
of the Company. The Directors may also, without placing the same to
reserve, carry forward any profit which they decide not to
distribute.
|
|
|
17.2
|
Subject
to any direction from the Company in general meeting, the Directors may on
behalf of the Company exercise all the powers and options conferred on the
Company by the Law in regard to the Company’s share premium
account.
|
|
18.
|
Method
of Payment
|
|
|
18.1
|
Any
dividend, interest, or other monies payable in cash in respect of the
shares may be paid by cheque or draft sent through the post directed to
the Member at suchMember’s address in the Register of Members, or to such
person and to such address as the holder may in writing
direct.
|
|
|
18.2
|
In
the case of joint holders of shares, any dividend, interest or other
monies payable in cash in respect of shares may be paid by cheque or draft
sent through the post directed to the address of the holder first named in
the Register of Members, or to such person and to such address as the
joint holders may in writing direct. If two or more persons are registered
as joint holders of any shares any one can give an effectual receipt for
any dividend paid in respect of such
shares.
|
|
|
18.3
|
The
Board may deduct from the dividends or distributions payable to any Member
all monies due from such Member to the Company on account of calls or
otherwise.
|
|
19.
|
Capitalisation
|
|
|
19.1
|
The
Board may resolve to capitalise any sum for the time being standing to the
credit of any of the Company’s share premium or other reserve accounts or
to the credit of the profit and loss account or otherwise available for
distribution by applying such sum in paying up unissued shares to be
allotted as fully paid bonus shares pro rata to the
Members.
|
|
China
VantagePoint Acquisition Company
|
Page
13
|
|
|
|
19.2
|
The
Board may resolve to capitalise any sum for the time being standing to the
credit of a reserve account or sums otherwise available for dividend or
distribution by applying such amounts in paying up in full partly paid or
nil paid shares of those Members who would have been entitled to such sums
if they were distributed by way of dividend or
distribution.
|
MEETINGS OF MEMBERS
|
20.
|
Annual
General Meetings
|
The
Company may in each year hold a general meeting as its annual general meeting.
The annual general meeting of the Company may be held at such time and place as
the Chairman or any two Directors or any Director and the Secretary or the Board
shall appoint.
|
21.
|
Extraordinary
General Meetings
|
|
|
21.1
|
General
meetings other than annual general meetings shall be called extraordinary
general meetings.
|
|
|
21.2
|
The
Chairman or any two Directors or any Director and the Secretary or the
Board may convene an extraordinary general meeting of the Company whenever
in their judgment such a meeting is
necessary.
|
|
22.
|
Requisitioned
General Meetings
|
|
|
22.1
|
The
Board shall, on the requisition of Members holding at the date of the
deposit of the requisition not less than one-tenth of such of the paid-up
share capital of the Company as at the date of the deposit carries the
right to vote at general meetings of the Company, forthwith proceed to
convene an extraordinary general meeting of the Company. To be effective
the requisition shall state the objects of the meeting, shall be in
writing, signed by the requisitionists, and shall be deposited at the
Registered Office. The requisition may consist of several documents in
like form each signed by one or more
requisitionists.
|
|
|
22.2
|
If
the Directors do not within twenty-one days from the date of the
requisition duly proceed to call an extraordinary general meeting, the
requisitionists, or any of them representing more than one half of the
total voting rights of all of them, may themselves convene an
extraordinary general meeting; but any meeting so called shall not be held
more than ninety days after the requisition. An extraordinary general
meeting called by requisitionists shall be called in the same manner, as
nearly as possible, as that in which general meetings are to be called by
the Directors.
|
|
23.
|
Notice
|
|
23.1
|
At
least five days’ notice of an annual general meeting shall be given to
each Member entitled to attend and vote thereat, stating the date, place
and time at which the meeting is to be held and if different, the record
date for determining Members entitled to attend and vote at the general
meeting, and, as far as practicable, the other business to be conducted at
the meeting.
|
|
China
VantagePoint Acquisition Company
|
Page
14
|
|
|
|
23.2
|
At
least five days’ notice of an extraordinary general meeting shall be given
to each Member entitled to attend and vote thereat, stating the date,
place and time at which the meeting is to be held and the general nature
of the business to be considered at the
meeting.
|
|
|
23.3
|
The
Board may fix any date as the record date for determining the Members
entitled to receive notice of and to vote at any general meeting of the
Company but, unless so fixed, as regards the entitlement to receive notice
of a meeting or notice of any other matter, the record date shall be the
date of despatch of the notice and, as regards the entitlement to vote at
a meeting, and any adjournment thereof, the record date shall be the date
of the original meeting.
|
|
|
23.4
|
A
general meeting of the Company shall, notwithstanding that it is called on
shorter notice than that specified in these Articles, be deemed to have
been properly called if it is so agreed by (i) all the Members entitled to
attend and vote thereat in the case of an annual general meeting; and (ii)
in the case of an extraordinary general meeting, by seventy-five percent
of the Members entitled to attend and vote
thereat.
|
|
|
23.5
|
The
accidental omission to give notice of a general meeting to, or the
non-receipt of a notice of a general meeting by, any person entitled to
receive notice shall not invalidate the proceedings at that
meeting.
|
|
24.
|
Giving
Notice
|
|
24.1
|
A
notice may be given by the Company to any Member either by delivering it
to such Member in person or by sending it to such Member’s address in the
Register of Members or to such other address given for the purpose. For
the purposes of this Article, a notice may be sent by letter mail, courier
service, cable, telex, telecopier, facsimile, electronic mail or other
mode of representing words in a legible
form.
|
|
24.2
|
Any
notice required to be given to a Member shall, with respect to any shares
held jointly by two or more persons, be given to whichever of such persons
is named first in the Register of Members and notice so given shall be
sufficient notice to all the holders of such
shares.
|
|
24.3
|
Any
notice shall be deemed to have been served at the time when the same would
be delivered in the ordinary course of transmission and, in proving such
service, it shall be sufficient to prove that the notice was properly
addressed and prepaid, if posted, and the time when it was posted,
delivered to the courier or to the cable company or transmitted by telex,
facsimile, electronic mail, or such other method as the case may
be.
|
|
China
VantagePoint Acquisition Company
|
Page
15
|
|
|
25.
|
Postponement
of General Meeting
|
The Board
may postpone any general meeting called in accordancewith the provisions of
these Articles provided that notice of postponement is given to each Member
before the time for such meeting. Fresh notice of the date, time and place for
the postponed meeting shall be given to each member in accordance with the
provisions of these Articles.
|
26.
|
Participating in Meetings by
Telephone
|
Members
may participate in any general meeting by means of such telephone, electronic or
other communication facilities as permit all persons participating in the
meeting to communicate with each other simultaneously and instantaneously, and
participation in such a meeting shall constitute presence in person at such
meeting.
|
27.
|
Quorum at General
Meetings
|
|
|
27.1
|
At
any general meeting of the Company two or more persons present in person
and representing in person or by proxy in excess of 50% of the total
issued voting shares in the Company throughout the meeting shall form a
quorum for the transaction of business, provided that if the Company shall
at any time have only one Member, one Member present in person or by proxy
shall form a quorum for the transaction of business at any general meeting
of the Company held during such
time.
|
|
|
27.2
|
If
within half an hour from the time appointed for the meeting a quorum is
not present, the meeting shall stand adjourned to the same day one week
later, at the same time and place or to such other day, time or place as
the Board may determine.
|
|
28.
|
Chairman to
Preside
|
Unless
otherwise agreed by a majority of those attending and entitled to vote thereat,
the Chairman, if there be one, shall act as chairman at all meetings of the
Members at which such person is present. In his absence a chairman shall be
appointed or elected by those present at the meeting and entitled to
vote.
|
29.
|
Voting on
Resolutions
|
|
|
29.1
|
Subject
to the provisions of the Law and these Articles, any question proposed for
the consideration of the Members at any general meeting shall be decided
by the affirmative votes of a majority of the votes cast in accordance
with the provisions of these Articles and in the case of an equality of
votes the resolution shall fail.
|
|
|
29.2
|
No
Member shall be entitled to vote at a general meeting unless such Member
has paid all the calls on all shares held by such
Member.
|
|
China
VantagePoint Acquisition Company
|
Page
16
|
|
|
29.3
|
At
any general meeting a resolution put to the vote of the meeting shall, in
the first instance, be voted upon by a show of hands and, subject to any
rights or restrictions for the time being lawfully attached to any class
of shares and subject to theprovisions of these Articles, every Member
present in person and every person holding a valid proxy at such meeting
shall be entitled to one vote and shall cast such vote by raising his
hand.
|
|
|
29.4
|
At
any general meeting if an amendment shall be proposed to any resolution
under consideration and the chairman of the meeting shall rule on whether
the proposed amendment is out of order, the proceedings on the substantive
resolution shall not be invalidated by any error in such
ruling.
|
|
|
29.5
|
At
any general meeting a declaration by the chairman of the meeting that a
question proposed for consideration has, on a show of hands, been carried,
or carried unanimously, or by a particular majority, or lost, and an entry
to that effect in a book containing the minutes of the proceedings of the
Company shall, subject to the provisions of these Articles, be conclusive
evidence of that fact.
|
|
30.
|
Power to
Demand a Vote on
a
Poll
|
|
30.1
|
Notwithstanding
the foregoing, a poll may be demanded by the Chairman or at least one
Member.
|
|
30.2
|
Where
a poll is demanded, subject to any rights or restrictions for the time
being lawfully attached to any class of shares, every person present at
such meeting shall have one vote for each share of which such person is
the holder or for which such person holds a proxy and such vote shall be
counted by ballot as described herein, or in the case of a general meeting
at which one or more Members are present by telephone, in such manner as
the chairman of the meeting may direct and the result of such poll shall
be deemed to be the resolution of the meeting at which the poll was
demanded and shall replace any previous resolution upon the same matter
which has been the subject of a show of hands. A person entitled to more
than one vote need not use all his votes or cast all the votes he uses in
the same way.
|
|
30.3
|
A
poll demanded for the purpose of electing a chairman of the meeting or on
a question of adjournment shall be taken forthwith and a poll demanded on
any other question shall be taken in such manner and at such time and
place atsuch meeting as the chairman of the meeting may direct and any
business other than that upon which a poll has been demanded may be
proceeded with pending the taking of the
poll.
|
|
30.4
|
Where
a vote is taken by poll, each person present and entitled to vote shall be
furnished with a ballot paper on which such person shall record his vote
in such manner as shall be determined at the meeting having regard to the
nature of the question on which the vote is taken, and each ballot paper
shall be signed or initialled or otherwise marked so as to identify the
voter and the registered holder in the case of a proxy. At the conclusion
of the poll, the ballot papers shall be examined and counted by a
committee of not less than two Members or proxy holders appointed by the
chairman for the purpose and the result of the poll shall be declared by
the chairman.
|
|
China
VantagePoint Acquisition Company
|
Page
17
|
|
|
31.
|
Voting by Joint Holders of
Shares
|
In the
case of joint holders, 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 of Members.
|
32.
|
Instrument of
Proxy
|
|
32.1
|
An
instrument appointing a proxy shall be in writing or transmitted by
electronic mail in substantially
the following form or such other form as the chairman of the meeting shall
accept:
|
Proxy
[ ]
(the “Company”)
I/We,
[insert names here], being a Member of the Company with [number] shares, HEREBY
APPOINT [name] of [address] or failing him, [name] of [address] to be my/our
proxy to vote for me/us at the meeting of the Members held on the [ ] day of [
], 20[ ] and at any adjournment thereof. (Any restrictions on voting to be
inserted here.)
|
Signed
this [ ] day of [ ], 20[ ]
|
|
|
Member(s)
|
|
|
32.2
|
The
instrument of proxy shall be signed or, in the case of a transmission by
electronic mail, electronically signed in a manner acceptable to the
chairman, by the appointor or by the appointor’s attorney duly authorised
in writing, or if the appointor is a corporation, either under its seal or
signed or, in the case of a transmission by electronic mail,
electronically signed in a manner acceptable to the chairman, by a duly
authorised officer or attorney.
|
|
|
32.3
|
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.
|
|
|
32.4
|
The
decision of the chairman of any general meeting as to the validity of any
appointment of a proxy shall be
final.
|
|
33.
|
Representation
of Corporate
Member
|
|
|
33.1
|
A
corporation which is a Member may, by written instrument, authorise such
person or persons as it thinks fit to act as its representative at any
meeting of the Members and any person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which such person
represents as that corporation could exercise if it were an individual
Member, and that Member shall be deemed to be present in person at any
such meeting attended by its authorised representative or
representatives.
|
|
China
VantagePoint Acquisition Company
|
Page
18
|
|
|
|
33.2
|
Notwithstanding
the foregoing, the chairman of the meeting may accept such assurances as
he thinks fit as to the right of any person to attend and vote at general
meetings on behalf of a corporation which is a
Member.
|
|
34.
|
Adjournment
of General Meeting
|
The
chairman of a general meeting may, with the consent of the Members at any
general meeting at which a quorum is present, and shall if so directed by the
meeting, adjourn the meeting. Unless the meeting is adjourned to a specific
date, place and time announced at the meeting being adjourned, fresh notice of
the date, place and time for the resumption of the adjourned meeting shall be
given to each Member entitled to attend and vote thereat, in accordance with
these Articles.
|
35.
|
Written
Resolutions
|
|
|
35.1
|
Anything
which may be done by resolution of the Company in general meeting or by
resolution of a meeting of any class of the Members may, without a meeting
and without any previous notice being required, be done by resolution in
writing signed by, or in the case of a Member that is a corporation
whether or not a company within the meaning of the Law, on behalf of, all
the Members who at the date of the resolution would be entitled to attend
the meeting and vote on the
resolution.
|
|
|
35.2
|
A
resolution in writing may be signed by, or in the case of a Member that is
a corporation whether or not a company within the meaning of the Law, on
behalf of, all the Members, or all the Members of the relevant class
thereof, in as many counterparts as may be
necessary.
|
|
|
35.3
|
A
resolution in writing made in accordance with this Article is as valid as
if it had been passed by the Company in general meeting or by a meeting of
the relevant class of Members, as the case may be, and any reference in
any Article to a meeting at which a resolution is passed or to Members
voting in favour of a resolution shall be construed
accordingly.
|
|
|
35.4
|
A
resolution in writing made in accordance with this Article shall
constitute minutes for the purposes of the
Law.
|
|
|
35.5
|
For
the purposes of this Article, the date of the resolution is the date when
the resolution is signed by, or in the case of a Member that is a
corporation whether or not a company within the meaning of the Law, on
behalf of, the last Member to sign and any reference in any Article to the
date of passing of a resolution is, in relation to a resolution made in
accordance with this Article, a reference to such
date.
|
|
36.
|
Directors
Attendance at General Meetings
|
The
Directors of the Company shall be entitled to receive notice of, attend and be
heard at any general meeting.
|
China
VantagePoint Acquisition Company
|
Page
19
|
|
DIRECTORS
AND OFFICERS
|
37.
|
Election
of Directors
|
|
|
37.1
|
The
Board shall be elected or appointed in writing in the first place by the
subscribers to the Memorandum of Association or by a majority of them.
There shall be no shareholding qualification for Directors unless
prescribed by special resolution.
|
|
|
37.2
|
The
Directors may from time to time appoint any person to be a Director,
either to fill a casual vacancy or as an addition to the existing
Directors, subject to any upper limit on the number of Directors
prescribed pursuant to these
Articles.
|
|
|
37.3
|
The
Company may from time to time by ordinary resolution appoint any person to
be a Director.
|
|
38.
|
Number
of Directors
|
The Board
shall consist of not less than one Director or such number in excess thereof as
the Board may determine.
|
39.
|
Term
of Office of Directors
|
An
appointment of a Director may be on terms that the Director shall automatically
retire from office (unless he has sooner vacated office) at the next or a
subsequent annual general meeting or upon any specified event or after any
specified period; but no such term shall be implied in the absence of express
provision.
|
40.
|
Alternate
Directors
|
|
|
40.1
|
A
Director may at any time appoint any person (including another Director)
to be his Alternate Director and may at any time terminate such
appointment. An appointment and a termination of appointment shall be by
notice in writing signed by the Director and deposited at the Registered
Office or delivered at a meeting of the
Directors.
|
|
|
40.2
|
The
appointment of an Alternate Director shall determine on 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.
|
|
|
40.3
|
An
Alternate Director shall be entitled to receive notices of meetings of the
Directors and shall be entitled to attend and vote as a Director at any
such meeting at which his appointor is not personally present and
generally at such meeting to perform all the functions of his appointor as
a Director; and for the purposes of the proceedings at such meeting these
Articles shall apply as if he (instead of his appointor) were a Director,
save that he may not himself appoint an Alternate Director or a
proxy.
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China
VantagePoint Acquisition Company
|
Page
20
|
|
|
40.4
|
If
an Alternate Director is himself a Director or attends a meeting of the
Directors as the Alternate Director of more than one Director, his voting
rights shall be cumulative.
|
|
|
|
40.5
|
Unless
the Directors determine otherwise, an Alternate Director may also
represent his appointor at meetings of any committee of the Directors on
which his appointor serves; and the provisions of this Article shall apply
equally to such committee meetings as to meetings of the
Directors.
|
|
|
40.6
|
Save
as provided in these Articles an Alternate Director shall not, as such,
have any power to act as a Director or to represent his appointor and
shall not be deemed to be a Director for the purposes of these
Articles.
|
|
|
40.7
|
A
Director who is not present at a meeting of the Directors, and whose
Alternate Director (if any) is not present at the meeting, may be
represented at the meeting by a proxy duly appointed, in which event the
presence and vote of the proxy shall be deemed to be that of the Director.
All the provisions of these Articles regulating the appointment of proxies
by Members shall apply equally to the appointment of proxies by
Directors.
|
|
41.
|
Removal
of Directors
|
The
Company may from time to time by ordinary resolution remove any Director from
office, whether or not appointing another in his stead.
|
42.
|
Vacancy
in the Office of Director
|
The
office of Director shall be vacated if the Director:
|
|
(a)
|
is
removed from office pursuant to these
Articles;
|
|
|
(b)
|
dies
or becomes bankrupt, or makes any arrangement or composition with his
creditors generally;
|
|
|
(c)
|
is
or becomes of unsound mind or an order for his detention is made under the
Mental Health Law of the Cayman Islands or any analogous law of a
jurisdiction outside the Cayman Islands, or dies;
or
|
|
|
(d)
|
resigns
his office by notice in writing to the
Company.
|
|
43.
|
Remuneration
of Directors
|
The
remuneration (if any) of the Directors shall, subject to any direction that may
be given by the Company in general meeting, be determined by the Directors as
they may from time to time determine and shall be deemed to accrue from day to
day. The Directors may also be paid all travel, hotel and other expenses
properly incurred by them in attending and returning from the meetings of the
Board, any committee appointed by the Board, general meetings of the Company, or
in connection with the business of the Company or their dutiesas Directors
generally.
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China
VantagePoint Acquisition Company
|
Page
21
|
|
|
44.
|
Defect
in Appointment of Director
|
All acts
done in good faith by the Board or by a committee of the Board or by any person
acting as a Director shall, notwithstanding that it be afterwards discovered
that there was some defect in the appointment of any Director or person acting
as aforesaid, or that they or any of them were disqualified, be as valid as if
every such person had been duly appointed and was qualified to be a
Director.
|
45.
|
Directors
to Manage Business
|
The
business of the Company shall be managed and conducted by the Board. In managing
the business of the Company, the Board may exercise all such powers of the
Company as are not, by the Law or by these Articles, required to be exercised by
the Company in general meeting subject, nevertheless, to these Articles, the
provisions of the Law and to such directions as may be prescribed by the Company
in general meeting.
|
46.
|
Powers
of the Board of Directors
|
Without
limiting the generality of Article 45, the Board may:
|
|
(a)
|
appoint,
suspend, or remove any manager, secretary, clerk, agent or employee of the
Company and may fix their remuneration and determine their
duties;
|
|
|
(b)
|
exercise
all the powers of the Company to borrow money and to mortgage or charge or
otherwise grant a security interest in its undertaking, property and
uncalled capital, or any part thereof, and may issue debentures, debenture
stock and other securities whether outright or as security for any debt,
liability or obligation of the Company or any third
party;
|
|
|
(c)
|
appoint
one or more Directors to the office of managing director or chief
executive officer of the Company, who shall, subject to the control of the
Board, supervise and administer all of the general business and affairs of
the Company;
|
|
|
(d)
|
appoint
a person to act as manager of the Company’s day-to-day business and may
entrust to and confer upon such manager such powers and duties as it deems
appropriate for the transaction or conduct of such
business;
|
|
|
(e)
|
by
power of attorney, appoint any company, firm, person or body of persons,
whether nominated directly or indirectly by the Board, to be an attorney
of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Board)
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 so vested in the
attorney;
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|
China
VantagePoint Acquisition Company
|
Page
22
|
|
|
|
(f)
|
procure
that the Company pays all expenses incurred in promoting and incorporating
the Company;
|
|
|
(g)
|
delegate
any of its powers (including the power to sub-delegate) to a committee of
one or more persons appointed by the Board and every such committee shall
conform to such directions as the Board shall impose on them. Subject to
any directions or regulations made by the Directors for this purpose, the
meetings and proceedings of any such committee shall be governed by the
provisions of these Articles regulating the meetings and proceedings of
the Board, including provisions for written
resolutions;
|
|
|
(h)
|
delegate
any of its powers (including the power to sub-delegate) to any person on
such terms and in such manner as the Board sees
fit;
|
|
|
(i)
|
present
any petition and make any application in connection with the liquidation
or reorganisation of the Company;
|
|
|
(j)
|
in
connection with the issue of any share, pay such commission and brokerage
as may be permitted by law; and
|
|
|
(k)
|
authorise
any company, firm, person or body of persons to act on behalf of the
Company for any specific purpose and in connection therewith to execute
any agreement, document or instrument on behalf of the
Company.
|
|
47.
|
Register
of Directors and Officers
|
|
|
47.1
|
The
Board shall cause to be kept in one or more books at the registered office
of the Company a Register of Directors and Officers in accordance with the
Law and shall enter therein the following particulars with respect to each
Director and Officer:
|
|
|
(a)
|
first
name and surname; and
|
|
|
(b)
|
address.
|
|
|
47.2
|
The
Board shall, within the period of thirty days from the occurrence
of:-
|
|
|
(a)
|
any
change among its Directors and Officers;
or
|
|
|
(b)
|
any
change in the particulars contained in the Register of Directors and
Officers,
|
cause to
be entered on the Register of Directors and Officers the particulars of such
change and the date on which such change occurred, and shall notify the
Registrar of Companies of any such change that takes place.
|
China
VantagePoint Acquisition Company
|
Page
23
|
|
|
48.
|
Officers
|
The
Officers shall consist of a Secretary and such additional Officers as the Board
may determine all of whom shall be deemed to be Officers for the purposes of
these Articles.
|
49.
|
Appointment
of Officers
|
The
Secretary (and additional Officers, if any) shall be appointed by the Board from
time to time.
|
50.
|
Duties
of Officers
|
The
Officers 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 Board from time to time.
|
51.
|
Remuneration
of Officers
|
The
Officers shall receive such remuneration as the Board may
determine.
|
52.
|
Conflicts
of Interest
|
|
|
52.1
|
Any
Director, or any Director’s firm, partner or any company with whom any
Director is associated, may act in any capacity for, be employed by or
render services to the Company and such Director or such Director’s firm,
partner or company shall be entitled to remuneration as if such Director
were not a Director. Nothing herein contained shall authorise a Director
or Director’s firm, partner or company to act as Auditor to the
Company.
|
|
|
52.2
|
A
Director who is directly or indirectly interested in a contract or
proposed contract or arrangement with the Company shall declare the nature
of such interest as required by
law.
|
|
|
52.3
|
Following
a declaration being made pursuant to this Article, and unless disqualified
by the chairman of the relevant Board meeting, a Director may vote in
respect of any contract or proposed contract or arrangement in which such
Director is interested and may be counted in the quorum for such
meeting.
|
|
China
VantagePoint Acquisition Company
|
Page
24
|
|
|
53.
|
Indemnification
and Exculpation of Directors and
Officers
|
|
|
53.1
|
The
Directors, Officers and Auditors of the Company and any trustee for the
timebeing acting in relation to any of the affairs of the Company and
every former director, officer, auditor or trustee and their respective
heirs, executors, administrators, and personal representatives (each of
which persons being referred to in this Article as an “indemnified party”)
shall be indemnified and secured harmless out of the assets of the Company
from and against all actions, costs, charges, losses, damages and expenses
which they or any of them 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, or in their respective offices or trusts, and no
indemnified party shall be answerable for the acts, receipts, neglects or
defaults of the others of them or for joining in any receiptsfor 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 the said
persons. Each Member agrees to waive any claim or right of action such
Member might have, whether individually or by or in the right of the
Company, against any Director or Officer on account of any action taken by
such Director or Officer, or the failure of such Director or Officer 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 or
Officer.
|
|
|
53.2
|
The
Company may purchase and maintain insurance for the benefit of any
Director or Officer of the Company against any liability incurred by him
in his capacity as a Director or Officer of the Company or indemnifying
such Director or Officer in respect of any loss arising or liability
attaching to him by virtue of any rule of law in respect of any
negligence, default, breach of duty or breach of trust of which the
Director or Officer may be guilty in relation to the Company or any
subsidiary thereof.
|
MEETINGS
OF THE BOARD OF DIRECTORS
|
54.
|
Board
Meetings
|
The Board
may meet for the transaction of business, adjourn and otherwise regulate its
meetings as it sees fit. A resolution put to the vote at a meeting of the Board
shall be carried by the affirmative votes of a majority of the votes cast and in
the case of an equality of votes the resolution shall fail.
|
55.
|
Notice
of Board Meetings
|
A
Director may, and the Secretary on the requisition of a Director shall, at any
time summon a meeting of the Board. Notice of a meeting of the Board shall be
deemed to be duly given to a Director if it is given to such Director verbally
(in person or by telephone) or otherwise communicated or sent to such Director
by post, cable, telex, telecopier, facsimile, electronic mail or other mode of
representing words in a legible form at such Director’s last known address or
any other address given by such Director to the Company for this
purpose.
|
China
VantagePoint Acquisition Company
|
Page
25
|
|
|
56.
|
Participation
in Meetings by Telephone
|
Directors
may participate in any meeting of the Board by means of such telephone,
electronic or other communication facilities as permit all persons participating
in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence
in person at such meeting.
|
57.
|
Quorum
at Board Meetings
|
The
quorum necessary for the transaction of business at a meeting of the Board shall
be two Directors, provided that if there is only one Director for the time being
in office the quorum shall be one.
|
58.
|
Board
to Continue in the Event of Vacancy
|
The Board
may act notwithstanding any vacancy in its number.
|
59.
|
Chairman
to Preside
|
Unless
otherwise agreed by a majority of the Directors attending, the Chairman, if
there be one, shall act as chairman at all meetings of the Board at which such
person is present. In his absence a chairman shall be appointed or elected by
the Directors present at the meeting.
|
60.
|
Written
Resolutions
|
|
|
60.1
|
Anything
which may be done by resolution of the Directors may, without a meeting
and without any previous notice being required, be done by resolution in
writing signed by, or in the case of a Director that is a corporation
whether or not a company within the meaning of the Law, on behalf of, all
the Directors. For the purposes of this Article only, “the Directors”
shall not include an Alternate
Director.
|
|
|
60.2
|
A
resolution in writing may be signed by, or in the case of a Director that
is a corporation whether or not a company within the meaning of the Law,
on behalf of, all the Directors in as many counterparts as may be
necessary.
|
|
|
60.3
|
A
resolution in writing made in accordance with this Article is as valid as
if it had been passed by the Directors in a directors’ meeting, and any
reference in any Article to a meeting at which a resolution is passed or
to Directors voting in favour of a resolution shall be construed
accordingly.
|
|
|
60.4
|
A
resolution in writing made in accordance with this Article shall
constitute minutes for the purposes of the
Law.
|
|
|
60.5
|
For
the purposes of this Article, the date of the resolution is the date when
the resolution is signed by, or in the case of a Director that is a
corporation whether or not a company within the meaning of the Law, on
behalf of, the last Director to sign and any reference in any Article to
the date of passing of a resolution is, in relation to a resolution made
in accordance with this Article, a reference to such
date.
|
|
China
VantagePoint Acquisition Company
|
Page
26
|
|
|
61.
|
Validity
of Prior Acts of the Board
|
No
regulation or alteration to these Articles made by the Company in general
meeting shall invalidate any prior act of the Board which would have been valid
if that regulation or alteration had not been made.
CORPORATE
RECORDS
|
62.
|
Minutes
|
The Board
shall cause minutes to be duly entered in books provided for the
purpose:
|
|
(a)
|
of
all elections and appointments of
Officers;
|
|
|
(b)
|
of
the names of the Directors present at each meeting of the Board and of any
committee appointed by the Board;
and
|
|
|
(c)
|
of
all resolutions and proceedings of general meetings of the Members,
meetings of the Board, meetings of managers and meetings of committees
appointed by the Board.
|
|
63.
|
Register
of Mortgages and Charges
|
|
|
63.1
|
The
Directors shall cause to be kept the Register of Mortgages and Charges
required by the Law.
|
|
|
63.2
|
The
Register of Mortgages and Charges shall be open to inspection in
accordance with the Law, at the office of the Company on every business
day in the Cayman Islands, subject to such reasonable restrictions as the
Board may impose, so that not less than two hours in each such business
day be allowed for inspection.
|
|
64.
|
Form
and Use of Seal
|
|
|
64.1
|
The
Company may adopt a seal in such form as the Board may determine. The
Board may adopt one or more duplicate seals for use in or outside Cayman;
and, if the Directors think fit, a duplicate Seal may bear on its face of
the name of the country, territory, district or place where it is to be
issued.
|
|
|
64.2
|
The
Seal (if any) shall only be used by the authority of the Directors or of a
committee of the Directors authorised by the Directors in that behalf;
and, until otherwise determined by the Directors, the Seal shall be
affixed in the presence of a Director or the Secretary or an assistant
secretary or some other person authorised for this purpose by the
Directors or the committee of
Directors.
|
|
China
VantagePoint Acquisition Company
|
Page
27
|
|
|
|
64.3
|
Notwithstanding
the foregoing, the Seal (if any) may without further authority be affixed
by way of authentication to any document required to be filed with the
Registrar of Companies in the Cayman Islands, and may be so affixed by any
Director, Secretary or assistant secretary of the Company or any other
person or institution having authority to file the document as
aforesaid.
|
ACCOUNTS
|
65.
|
Books
of Account
|
|
|
65.1
|
The
Board shall cause to be kept proper records of account with respect to all
transactions of
the Company and in particular with respect
to:-
|
|
|
(a)
|
all
sums of money received and expended by the Company and the matters in
respect of which the receipt and expenditure
relates;
|
|
|
(b)
|
all
sales and purchases of goods by the Company;
and
|
|
|
(c)
|
all
assets and liabilities of the
Company.
|
|
|
65.2
|
Such
records of account shall be kept and proper books of account shall not be
deemed to be kept with respect to the matters aforesaid if there are not
kept, at such place as the Board thinks fit, such books as are necessary
to give a true and fair view of the state of the Company’s affairs and to
explain its transactions.
|
|
|
65.3
|
No
Member (not being a Director) shall have any right of inspecting any
account or book or document of the
Company.
|
|
66.
|
Financial
Year End
|
The
financial year end of the Company shall be 31st
December in each year but, subject to any direction of the Company in general
meeting, the Board may from time to time prescribe some other period to be the
financial year, provided that the Board may not without the sanction of an
ordinary resolution prescribe or allow any financial year longer than eighteen
months.
AUDITS
|
67.
|
Audit
|
Nothing
in these Articles shall be construed as making it obligatory to appoint
Auditos.
|
China
VantagePoint Acquisition Company
|
Page
28
|
|
|
68.
|
Appointment
of Auditors
|
|
|
68.1
|
The
Company may in general meeting appoint Auditors to hold office for such
period as the Members may
determine.
|
|
|
68.2
|
Whenever
there are no Auditors appointed as aforesaid the Directors may appoint
Auditors to hold office for such period as the Directors may determine or
earlier removal from office by the Company in general
meeting.
|
|
|
68.3
|
The
Auditor may be a Member but no Director, Officer or employee of the
Company shall, during his continuance in office, be eligible to act as an
Auditor of the Company.
|
|
69.
|
Remuneration
of Auditors
|
Unless
fixed by the Company in general meeting the remuneration of the Auditor shall be
as determined by the Directors.
|
70.
|
Duties
of Auditor
|
The
Auditor shall make a report to the Members on the accounts examined by him and
on every set of financial statements laid before the Company in general meeting,
or circulated to Members, pursuant to this Article during the Auditor’s tenure
of office.
|
71.
|
Access
to Records
|
|
|
71.1
|
The
Auditor shall at all reasonable times have access to the Company’s books,
accounts and vouchers and shall be entitled to require from the Company’s
Directors and Officers such information and explanations as the Auditor
thinks necessary for the performance of the Auditor’s duties and, if the
Auditor fails to obtain all the information and explanations which, to the
best of his knowledge and belief, are necessary for the purposes of their
audit, he shall state that fact in his report to the
Members.
|
|
|
71.2
|
The
Auditor shall be entitled to attend any general meeting at which any
financial statements which have been examined or reported on by him are to
be laid before the Company and to make any statement or explanation he may
desire with respect to the financial
statements.
|
VOLUNTARY
WINDING-UP AND DISSOLUTION
|
72.
|
Winding-Up
|
|
|
72.1
|
The
Company may be voluntarily wound-up by a special resolution of the
Members.
|
|
|
72.2
|
If
the Company shall be wound up the liquidator may, with the sanction of a
special resolution, divide amongst the Members in specie or in kind the
whole or any part of the assets of the Company (whether they shall consist
of property of the same kind or not) and may, for such purpose, set such
value as he deems fair upon any property to be divided as aforesaid 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
sanction, vest the whole or any part of such assets in the trustees upon
such trusts for the benefit of the Members as the liquidator shall think
fit, but so that no Member shall be compelled to accept any shares or
other securities or assets whereon there is any
liability.
|
|
China
VantagePoint Acquisition Company
|
Page
29
|
|
CHANGES
TO CONSTITUTION
|
73.
|
Changes
to Articles
|
Subject
to the Law and to the conditions contained in its memorandum, the Company may,
by special resolution, alter or add to its Articles.
|
74.
|
Changes
to the Memorandum of Association
|
Subject
to the Law and these Articles, the Company may from time to time by Special
Resolution alter its Memorandum of Association with respect to any objects,
powers or other matters specified therein.
|
75.
|
Discontinuance
|
The Board
may exercise all the powers of the Company to transfer by way of continuation
the Company to a named country or jurisdiction outside the Cayman Islands
pursuant to the Law.
Dated
this 3rd day of September, 2010
Codan
Trust Company (Cayman) Limited, a Cayman Islands Company of George Town, Grand
Cayman
|
/s/
Sharon Pierson
|
|
Sharon
Pierson
|
|
/s/
Theresa L. Pearson-Thomas
|
|
Theresa
L. Pearson-Thomas
|
|
Witness
to the above signature
|
|
Address:
|
Cricket
Square, Hutchins Drive
|
PO Box
2681
Grand
Cayman KY1-1111
Cayman
Islands
|
Occupation:
|
Corporate
Administrator
|
|
JW/#337644
|
|
CERTIFIED
TO BE A TRUE AND CORRECT COPY
|
|
|
SIG.
|
/s/ Flossiebell M.
Maragh
|
|
Flossiebell
M. Maragh
Assistant
Registrar
|
|
|
Date.
|
3rd
September, 2010
|
[SEAL]