【正文】 Shares with special rightsLON26980452/3 Page 46. Subject to the provisions of the Ordinance, the Company may issue shares on the terms that they are, or at the option of the Company or the holder of the shares are liable, to be redeemed on such terms and in such manner as may be provided by these Articles.在符合公司條例及本公司章程之規(guī)定下，本公司可依特別決議，經(jīng)公司選擇或股東發(fā)生責(zé)任時(shí)，于特殊事實(shí)或特定日期，由公司或股東選擇發(fā)行行使贖回權(quán)之股份。 and(d) the pany shall not have power to issue share warrants to bearer. 本公司為私人公司，據(jù)此 (a) 轉(zhuǎn)讓股份的權(quán)利乃以下文所訂明的方式受限制。(b) the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of such employment to be members of the Company) is limited to 50. Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member。ConstructionLON26980452/3 Page 3(g) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation。 (e) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them。(c) words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender and words denoting persons include corporations。3. In these Articles:(a) unless expressly defined in the Articles, words or expressions that are defined in the Ordinance bear the same meaning as in the Ordinance but excluding any statutory modification of the Ordinance not in force when the Articles bee binding on the Company。Secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary。Register means the Register of members of the Company。Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory reenactment or modification thereof for the time being in force。month means calendar month。Hong Kong means the Special Administrative Region of Hong Kong。$ or dollars means Hong Kong Dollars。Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company。Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business。LON26980452/3COMPANY NO. [*****]THE COMPANIES ORDINANCE, CAP. 32A PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOF[****** HOLDINGS LIMITED](Adopted by special resolution passed on [?] 2022)PRELIMINARY1. The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.2. In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:these Articles means these articles of association as from time to time altered by Special Resolution。Auditors means the auditors of the Company。clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect。dividend means dividend or bonus。LON26980452/3 Page 2the holder in relation to shares means the members whose name is entered in the Register as the holder of shares。in writing means written, or produced by any visible substitute for writing, or partly one and partly another and signed shall be construed accordingly。Office means the Registered Office of the Company。paid means paid or credited as paid。Seal means the mon seal of the Company or any official seal that the Company may be permitted to have under the Ordinance。year means year from 1 January to 31 December inclusive。(b) references to a document being executed include references to its being executed under hand or under seal or by any other method。(d) headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles。(f) the word Directors in the context of the exercise of any power contained in these Articles includes any mittee consisting of one or more Directors, any Director holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated。 and(h) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.PRIVATE COMPANY4. The Company is a private pany and accordingly:(a) the right to transfer shares is restricted in the manner hereinafter prescribed。(c) any invitation to the public to subscribe for any shares or debentures of the pany is prohibited。(b) 公司的成員人數(shù)( 不包括受雇用于公司的人，亦不包括先前受雇于公司而在受雇用期間及在終止受雇之后，一直作為公司成員的人)以 50 名為限。7. Subject to the provisions of the Ordinance relating to authority and otherwise, of any resolution of the Company in general meeting passed pursuant thereto and any agreement then existing between the members relating to their relationship as members of the Company, all unissued shares shall be at the disposal of the Directors and the Directors may allot (with or without conferring a right of renunciation) grant options over or otherwise dispose of them to such persons, at such times and on such