ASIA DRAGON TRUST PLC COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
ASIA DRAGON TRUST plc
Company Number SC106049
Incorporated on 12 August 1987
As adopted by Special Resolution passed on [25] [October] 2023
E157 05663641.2
CONTENTS | ||
PRELIMINARY | 1 | |
1. | DISAPPLICATION OF STATUTORY REGULATIONS | 1 |
2. | DEFINITIONS AND INTERPRETATION | 1 |
COMPANY NAME | 7 | |
3. | COMPANY NAME | 7 |
LIABILITY OF MEMBERS | 8 | |
4. | LIABILITY OF MEMBERS | 8 |
SHARE CAPITAL | 8 | |
5. | SHARE CAPITAL | 8 |
6. | FRACTIONS OF SHARES | 8 |
CLASS RIGHTS AND MEETINGS | 8 | |
7. | CONSENT REQUIREMENTS AND CLASS MEETINGS | 8 |
8. | SHARES WITH PREFERENTIAL RIGHTS | 9 |
9. | NEW SHARES WITH SPECIAL RIGHTS | 9 |
SHARES | 10 | |
10. | PAYMENT OF COMMISSION | 10 |
11. | RENUNCIATION | 10 |
12. | NON-RECOGNITION OF TRUSTS AND OTHER INTERESTS | 10 |
13. | SHARE WARRANTS | 10 |
SHARE CERTIFICATES AND UNCERTIFICATED HOLDINGS | 11 | |
14. | FORM OF CERTIFICATES | 11 |
15. | ISSUE OF CERTIFICATES | 11 |
16. | TRANSFER OF PART OF A HOLDING | 12 |
17. | REPLACEMENT OF CERTIFICATES | 12 |
18. | UNCERTIFICATED HOLDINGS | 12 |
CALLS ON SHARES | 13 | |
19. | POWER TO MAKE CALLS | 13 |
20. | POWER OF CHARGEE TO MAKE CALLS | 13 |
21. | LIABILITY OF JOINT HOLDERS | 13 |
E157 05663641.2 | i |
22. | INTEREST ON UNPAID CALLS | 13 |
23. | SUMS DUE ON ALLOTMENT DEEMED AS CALLS | 14 |
24. | DIFFERENTIATION IN CALLS | 14 |
25. | PAYMENTS OF CALLS IN ADVANCE | 14 |
FORFEITURE, SURRENDER AND LIEN | 14 | |
26. | NOTICE REQUIRING PAYMENT OF UNPAID CALLS | 14 |
27. | FORFEITURE FOR NON-COMPLIANCE WITH NOTICE | 14 |
28. | NOTICE OF FORFEITURE | 15 |
29. | CANCELLATION OF FORFEITURE | 15 |
30. | POWER TO DEAL WITH FORFEITED SHARES | 15 |
31. | HOLDER LIABLE DESPITE FORFEITURE | 15 |
32. | EFFECT OF FORFEITURE ON CLAIMS | 15 |
33. | SURRENDER IN LIEU OF FORFEITURE | 15 |
34. | COMPANY'S LIEN ON PARTLY PAID SHARES | 16 |
35. | POWER TO SELL SHARES SUBJECT TO A LIEN | 16 |
36. | APPLICATION OF PROCEEDS OF SALE | 16 |
37. | EVIDENCE OF FORFEITURE, SURRENDER OR SALE | 16 |
TRANSFER OF SHARES | 17 | |
38. | FORM AND EXECUTION OF TRANSFERS | 17 |
39. | RIGHT TO REFUSE REGISTRATION | 17 |
40. | RETENTION OF INSTRUMENTS OF TRANSFER | 18 |
41. | NO FEE PAYABLE FOR REGISTRATION OF TRANSFERS | 18 |
TRANSMISSION OF SHARES | 18 | |
42. | TRANSMISSION ON DEATH | 18 |
43. | NOTICE OF ELECTION FOR REGISTRATION OF TRANSFER | 19 |
44. | RIGHTS OF PERSONS ENTITLED BY TRANSMISSION | 19 |
UNTRACED SHAREHOLDERS | 19 | |
45. | NOTICES TO MEMBERS WITH NO KNOWN ADDRESS | 19 |
46. | POWER TO DISPOSE OF SHARES | 20 |
CONVERSION OF SHARES INTO STOCK | 21 | |
E157 05663641.2 | ii |
47. | POWER TO CONVERT AND RECONVERT | 21 |
48. | TRANSFERS OF STOCK | 21 |
49. | RIGHTS OF STOCKHOLDERS | 21 |
GENERAL MEETINGS | 22 | |
50. | ANNUAL GENERAL MEETINGS | 22 |
51. | GENERAL MEETINGS | 22 |
52. | POWER TO CALL GENERAL MEETINGS | 22 |
53. | PARTICIPATION IN GENERAL MEETINGS | 22 |
54. | ELECTRONIC MEETINGS | 23 |
55. | GENERAL MEETING HELD AT MORE THAN ONE PHYSICAL LOCATION | 23 |
NOTICE OF GENERAL MEETINGS | 25 | |
56. | PERIOD OF NOTICE | 25 |
57. | CONTENTS OF NOTICE | 25 |
58. | OMISSION OR NON-RECEIPT OF NOTICE | 26 |
59. | POSTPONEMENT OF GENERAL MEETINGS | 26 |
PROCEEDINGS AT GENERAL MEETINGS | 27 | |
60. | QUORUM | 27 |
61. | ADJOURNMENT | 27 |
62. | NOTICE OF ADJOURNED MEETING | 28 |
63. | CHAIRMAN | 28 |
64. | RIGHT TO ATTEND AND SPEAK | 28 |
65. | SECURITY PROCEDURES | 29 |
66. | AMENDMENTS TO RESOLUTIONS | 29 |
POLLS 29 | ||
67. | VOTING AND DEMANDS FOR A POLL | 29 |
68. | CONDUCT OF POLL | 30 |
69. | TIMING OF POLL | 30 |
VOTES OF MEMBERS | 31 | |
70. | RIGHT TO VOTE | 31 |
71. | VOTES OF JOINT HOLDERS | 31 |
E157 05663641.2 | iii |
72. | MEMBER UNDER INCAPACITY | 31 |
73. | VALIDITY OF VOTING | 31 |
74. | RESULT OF VOTE | 31 |
PROXIES | 32 | |
75. | APPOINTMENT AND PROXY | 32 |
76. | VOTING | 32 |
77. | DELIVERY OF PROXY | 33 |
78. | VALIDITY OF PROXY | 33 |
79. | TERMINATION OF PROXY'S AUTHORITY | 34 |
CORPORATE REPRESENTATIVES | 34 | |
80. | AUTHORITY OF CORPORATE REPRESENTATIVES | 34 |
DISENFRANCHISEMENT | 35 | |
81. | UNPAID CALLS | 35 |
82. | NON-DISCLOSURE OF INTEREST | 35 |
DIRECTORS | 37 | |
83. | NUMBER OF DIRECTORS | 37 |
84. | DIRECTOR NEED NOT BE MEMBER | 37 |
85. | DIRECTORS' FEES | 37 |
86. | ADDITIONAL REMUNERATION | 37 |
87. | DIRECTORS' EXPENSES | 38 |
88. | DIRECTORS' PENSIONS AND OTHER BENEFITS | 38 |
89. | APPOINTMENT OF EXECUTIVE DIRECTORS | 38 |
90. | POWERS OF EXECUTIVE DIRECTORS | 38 |
91. | APPOINTMENT OF CHAIRMAN | 38 |
PROCEEDINGS OF DIRECTORS | 39 | |
92. | MEETINGS OF DIRECTORS | 39 |
93. | QUORUM | 39 |
94. | CHAIRMAN'S CASTING VOTE AT DIRECTORS' MEETINGS | 39 |
95. POWER OF DIRECTORS IF NUMBER FALLS BELOW QUORUM OR MINIMUM.. 39
96. | DIRECTORS' WRITTEN RESOLUTIONS | 39 |
E157 05663641.2 | iv |
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Asia Dragon Trust plc published this content on 22 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2023 15:19:04 UTC.
