{"url_path":"/sec/dtckf/10-k/2026/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1949478/0001683168-26-004027-index.html","accession_number":"0001683168-26-004027","cik":"0001949478","ticker":"DTCKF","issuer_name":"DAVIS COMMODITIES Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1949478/0001683168-26-004027-index.html","primary_entity_key":"0001949478","primary_entity_name":"DAVIS COMMODITIES Ltd"},"word_count":7632,"has_tables":true,"body_markdown":"EX-2.2\n2\ndavis_ex0202.htm\nDESCRIPTION OF SECURITIES\n\n**Exhibit 2.2**\n\n**Description of Rights of Each Class of Securities\nRegistered under Section 12 of the Securities Exchange Act of 1934, as Amended (the “Exchange Act”)**\n\nAs of the date of this annual report, Davis Commodities\nLimited (“we,” “our,” “our company,” or “us”) has two classes of ordinary shares issued\nand outstanding: class A ordinary shares, par value US$0.00000860216 per share (“Class A Ordinary Shares”), and class B ordinary\nshares, par value US$0.00000860216 per share (“Class B Ordinary Shares” and, together with the Class A Ordinary Shares, “Ordinary\nShares”). Only our Class A Ordinary Shares are registered under Section 12(b) of the Exchange Act. Our Class A Ordinary Shares were\npreviously listed on the Nasdaq Capital Market under the symbol “DTCK.” Trading on Nasdaq was suspended at the open of business\non March 25, 2026, and our Class A Ordinary Shares are currently quoted on the OTC Markets under the symbol “DTCKF.” This\nexhibit contains a description of the rights of the holders of our Ordinary Shares.\n\n**Description of Ordinary Shares**\n\nThe following is a summary of material provisions\nof our third amended and restated memorandum and articles of association as well as the Companies Act (As Revised) of the Cayman Islands\n(the “Companies Act”) insofar as they relate to the material terms of our Ordinary Shares. Notwithstanding this, because it\nis a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should\nread the entirety of our third amended and restated memorandum and articles of association, which have been filed with the U.S. Securities\nand Exchange Commission as exhibits to our Form 6-K, initially filed with the U.S. Securities and Exchange Commission on June 24, 2025.\n\n**Type and Class of Securities (Item 9.A.5 of Form 20-F)**\n\nAs of the date of this annual report, each Class\nA Ordinary Share and each Class B Ordinary Share has a par value of US$0.00000860216 per share (after the 1-for-20 share consolidation\neffective on February 5, 2026). The number of Class A Ordinary Shares and Class B Ordinary Shares, par value US$0.000000430108 per share,\nissued and outstanding as of the last day of the financial year ended December 31, 2025 is provided on the cover of the annual report\non Form 20-F filed on May 15, 2026 (the “Form 20-F”). Our Ordinary Shares may be held in either certificated or uncertificated\nform.\n\n**Preemptive Rights (Item 9.A.3 of Form 20-F)**\n\nThe holders of our Ordinary Shares do not have\npre-emptive rights applicable to the issuance by us of new Class A Ordinary Shares or Class B Ordinary Shares under the Companies Act\nor pursuant to our third amended and restated memorandum and articles of association.\n\n**Limitations or Qualifications (Item 9.A.6 of Form 20-F)**\n\nHolders of Class A Ordinary Shares are entitled\nto one vote per share, and holders of Class B Ordinary Shares are entitled to thirty votes per share, on all matters subject to a vote\nat general meetings of our company. The Class A Ordinary Shares and Class B Ordinary Shares will vote together as one class on all matters\nsubmitted to a vote of shareholders, except as may be required by applicable law and/or regulations or our third amended and restated\narticles of association.\n\nWe may not issue shares to bearer. No Class B\nOrdinary Shares shall be allotted, issued or granted by our company to any person other than the Founders (as defined in our third amended\nand restated articles of association) or an Affiliate (as defined in our third amended and restated articles of association) of any Founder.\nNo further Class B Ordinary Shares shall be allotted, issued or granted by our company, except with the prior written consent of at least\none of the Founders.\n\n**Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)**\n\nNot applicable.\n\n1\n\n**Rights of Ordinary Shares (Item 10.B.3 of Form 20-F)**\n\n*Ordinary Shares*\n\nAs of the date of this annual report, we are authorized\nto issue 11,625,000,000 shares of a nominal or par value of US$0.00000860216 each comprising of (a) 11,624,000,000 Class A Ordinary Shares,\npar value US$0.00000860216 per share, and (b) 1,000,000 Class B Ordinary Shares, par value US$0.00000860216 per share. All of our issued\nand outstanding Ordinary Shares are fully paid. Our Ordinary Shares are issued in registered form and are issued when registered in our\nregister of members. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and\nvote their shares.\n\n*Dividends*\n\nHolders of Class A Ordinary Shares and holders\nof Class B Ordinary Shares are entitled to such dividends as our board of directors may from time to time declare on a *pari passu*\nbasis. Our third amended and restated memorandum and articles of association provide that dividends may be declared and paid out of the\nfunds of our company lawfully available therefor. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit\nor share premium account; provided that in no circumstances may a dividend be paid out of our share premium if this would result in our\ncompany being unable to pay its debts as they fall due in the ordinary course of business.\n\n*Voting Rights*\n\nVoting at any meeting of shareholders is by way of a poll save that\nin the case of a physical meeting, the chairman of the meeting may decide that a vote be on a show of hands unless a poll is demanded\nby:\n\n·\nat least three shareholders present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative for the time being entitled to vote at the meeting; or\n\n·\nshareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or\n\n·\nshareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative and holding shares in us conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.\n\n* *\n\nHolders of Class A Ordinary Shares are entitled\nto one (1) vote per share, and holders of Class B Ordinary Shares are entitled to thirty (30) votes per share, on all matters subject\nto a vote at general meetings of our company. The Class A Ordinary Shares and Class B Ordinary Shares will vote together as one class\non all matters submitted to a vote of shareholders, except as may be required by applicable law and/or regulations or our third amended\nand restated articles of association.\n\nAn ordinary resolution to be passed at a meeting\nby the shareholders requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting,\nwhile a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the issued and outstanding\nOrdinary Shares at a meeting. A special resolution will be required for important matters such as a change of name, making changes to\nour third amended and restated memorandum and articles of association, a reduction of our share capital and a voluntary winding up of\nour company (unless our company is unable to pay its debts in which case such voluntary winding up can be authorized by an ordinary resolution).\nOur shareholders may, among other things, divide or combine their shares by ordinary resolution.\n\n2\n\n*Conversion of Class B Ordinary Shares*\n\nSubject to the provisions of our third amended\nand restated articles of association and to compliance with the Companies Act and all other laws and regulations applicable thereto, a\nholder of Class B Ordinary Shares shall have the right to convert all of any of his/its Class B Ordinary Shares into Class A Ordinary\nShares. Each Class B Ordinary Share held by the Founders or an Affiliate of any Founder shall be converted at the option of the holder,\nat any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Share. A holder of Class A\nOrdinary Shares shall have no right to convert all their Class A Ordinary Shares into Class B Ordinary Shares under any circumstances.\n\nPursuant to our third amended and restated articles\nof association, upon any sale, transfer, assignment or disposal of any Class B Ordinary Shares by the holder thereof or the transfer or\nassignment of the voting power attached to such number of Class B Ordinary Shares through a voting proxy or otherwise by the holder thereof\nto any person or entity which is neither a Founder nor another holder of Class B Ordinary Shares or an Affiliate of any Founder, all Class\nB Ordinary Shares held by the new holder or (in the case of a transfer/assignment of voting power) all the related Class B Ordinary Shares\nshall be automatically and immediately converted into an equal number of Class A Ordinary Shares.\n\n* *\n\n*General Meetings of Shareholders*\n\n* *\n\nAs a Cayman Islands exempted company, we are not\nobliged by the Companies Act to call shareholders’ annual general meetings. Our third amended and restated memorandum and articles\nof association provide that we shall, if required by the Companies Act, in each year hold a general meeting as our annual general meeting,\nand shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as\nmay be determined by our board of directors. All general meetings (including an annual general meeting, any adjourned general meeting\nor postponed meeting) may be held as a physical meeting at such times and in any part of the world and at one or more locations, as a\nhybrid meeting or as an electronic meeting, as may be determined by our board of directors in its absolute discretion.\n\nShareholders’ general meetings may be convened\nby the chairperson of our board of directors or by a majority of our board of directors. Advance notice of not less than ten clear days\nis required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders.\nNo business other than the appointment of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present\nat the commencement of the business. A quorum required for any general meeting of shareholders consists of two shareholders holding shares\nwhich carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to issued and outstanding shares in\nour company entitled to vote at such general meeting.\n\nThe Companies Act does not provide shareholders\nwith any right to requisition a general meeting or to put any proposal before a general meeting. However, these rights may be provided\nin a company’s articles of association. Our third amended and restated memorandum and articles of association provide that upon\nthe requisition of any one or more of our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching\nto the issued and outstanding shares of our company entitled to vote at general meetings, our board of directors will convene an extraordinary\ngeneral meeting and put the resolutions so requisitioned to a vote at such meeting within two months after the deposit of such requisition.\nIf within twenty-one days of such deposit, our board fails to proceed to convene such meeting, the requisitionist(s) may do so in the\nsame manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of our board to convene such meeting\nshall be reimbursed by the company. However, our third amended and restated memorandum and articles of association do not provide our\nshareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.\n\n*Transfer of Ordinary Shares*\n\nSubject to the restrictions set out below, any\nof our shareholders may transfer all or any of his or her Ordinary Shares by an instrument of transfer in the usual or common form or\nin a form prescribed by the relevant stock exchange or any other form approved by our board of directors. Notwithstanding the foregoing,\nClass A Ordinary Shares may also be transferred in accordance with the applicable rules and regulations of the relevant stock exchange.\n\n3\n\nOur board of directors may, in its absolute discretion,\ndecline to register any transfer of any Ordinary Share which is not fully paid up or on which we have a lien. Our board of directors may\nalso decline to register any transfer of any Ordinary Share unless:\n\n·\nthe instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;\n\n·\nthe instrument of transfer is in respect of only one class of Ordinary Shares;\n\n·\nthe instrument of transfer is properly stamped, if required;\n\n·\nin the case of a transfer to joint holders, the number of joint holders to whom the Ordinary Share is to be transferred does not exceed four; and\n\n·\na fee of such maximum sum as the relevant stock exchange may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.\n\nIf our directors refuse to register a transfer\nthey shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee\nnotice of such refusal.\n\nThe registration of transfers may, after compliance\nwith any notice required in accordance with the rules of the relevant stock exchange, be suspended and the register closed at such times\nand for such periods as our board of directors may from time to time determine; provided, however, that the registration of transfers\nshall not be suspended nor the register closed for more than 30 days in any year as our board of directors may determine.\n\nPursuant to our third amended and restated articles\nof association, upon any sale, transfer, assignment or disposal of any Class B Ordinary Shares by the holder thereof or the transfer or\nassignment of the voting power attached to such number of Class B Ordinary Shares through a voting proxy or otherwise by the holder thereof\nto any person or entity which is neither a Founder nor another holder of Class B Ordinary Shares or an Affiliate of any Founder, all Class\nB Ordinary Shares held by the new holder or (in the case of a transfer/assignment of voting power) all the related Class B Ordinary Shares\nshall be automatically and immediately converted into an equal number of Class A Ordinary Shares.\n\n*Liquidation*\n\nIn the event of a winding up or dissolution of\nour company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital,\nthe holders of Class A Ordinary Shares and the holders of Class B Ordinary Shares shall be entitled to the surplus assets of our company\non a *pari passu* basis. On the winding up of our company, if the assets available for distribution amongst our shareholders shall\nbe more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed\namongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a\ndeduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise.\nIf our assets available for distribution are insufficient to repay all of the paid-up capital, such assets will be distributed so that,\nas nearly as may be, the losses are borne by our shareholders in proportion to the par value of the shares held by them.\n\n*Calls on Shares and Forfeiture of Shares*\n\nOur board of directors may from time to time make\ncalls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified\ntime and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.\n\n*Redemption, Repurchase and Surrender of Shares*\n\nWe may issue shares on terms that such shares\nare subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined\nby our board of directors. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by\nour board of directors. Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits,\nshare premium account or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of\ncapital if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In\naddition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption\nor repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company\nmay accept the surrender of any fully paid share for no consideration.\n\n4\n\n*Issuance of Additional Shares*\n\nOur third amended and restated memorandum and\narticles of association authorizes our board of directors to issue additional Ordinary Shares from time to time as our board of directors\nshall determine, to the extent of available authorized but unissued shares.\n\nOur third amended and restated memorandum and\narticles of association also authorizes our board of directors to establish from time to time one or more series of preference shares\nand to determine, with respect to any series of preference shares, the terms and rights of that series, including, among other things:\n\n·\nthe designation of the series;\n\n·\nthe number of shares of the series;\n\n·\nthe dividend rights, conversion rights and voting rights; and\n\n·\nthe rights and terms of redemption and liquidation preferences.\n\nOur board of directors may issue preference shares\nwithout action by our shareholders to the extent of available authorized but unissued shares. Issuance of these shares may dilute the\nvoting power of holders of Ordinary Shares.\n\n*Inspection of Books and Records*\n\nHolders of our Ordinary Shares will have no general\nright under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, our third amended\nand restated memorandum and articles of association have provisions that provide our register of shareholders be opened to inspection\nfor such times and on such days as our board of directors shall determine without charge by our shareholders, and to receive our annual\naudited financial statements.\n\n** **\n\n**Requirements to Change the Rights of Holders\nof Ordinary Shares (Item 10.B.4 of Form 20-F)**\n\n*Variations of Rights of Shares*\n\nThe rights attached to any class of our shares\n(including the Class A Ordinary Shares and the Class B Ordinary Shares) may, subject to any rights or restrictions for the time being\nattached to any class, only be varied with the sanction of a resolution passed by a majority of not less than two-thirds of the votes\ncast at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class\nissued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class,\nbe deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with such existing class of shares.\n\n**Limitations on the Rights to Own Ordinary\nShares (Item 10.B.6 of Form 20-F)**\n\nThere are no limitations under the Companies Act\nor imposed by our third amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders\nto hold or exercise voting rights on our shares.\n\n5\n\n**Provisions Affecting Any Change of Control\n(Item 10.B.7 of Form 20-F)**\n\n*Anti-Takeover Provisions*\n\nSome provisions of our third amended and restated\nmemorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders\nmay consider favorable, including provisions that:\n\n•\n\nprovide for a dual-class share structure under\nwhich holders of Class B Ordinary Shares are entitled to thirty votes per share, while holders of Class A Ordinary Shares are entitled\nto one vote per share, which concentrates voting control with the holders of Class B Ordinary Shares and limits the ability of holders\nof Class A Ordinary Shares to influence corporate matters, including a change of control;\n\n·\nauthorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and\n\n·\nlimit the ability of shareholders to requisition and convene general meetings of shareholders.\n\nHowever, under Cayman Islands law, our directors\nmay only exercise the rights and powers granted to them under our third amended and restated memorandum and articles of association for\na proper purpose and for what they believe in good faith to be in the best interests of our company.\n\n**Ownership Threshold (Item 10.B.8 of Form\n20-F)**\n\nThere are no provisions in our third amended and\nrestated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.\n\n**Differences Between the Law of Different\nJurisdictions (Item 10.B.9 of Form 20-F)**\n\nThe Companies Act is derived, to a large extent,\nfrom the older Companies Acts of England but does not follow recent English statutory enactments and accordingly there are significant\ndifferences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs from laws applicable\nto U.S. corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of\nthe Companies Act applicable to us and the comparable laws applicable to companies incorporated the State of Delaware in the United States\nand their shareholders.\n\n*Mergers and Similar Arrangements.* The\nCompanies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman\nIslands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting\nof their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation”\nmeans the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and\nliabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent\ncompany must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the\nshareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s\narticles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to\nthe solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking\nthat a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that\nnotification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger\nor consolidation which is effected in compliance with these statutory procedures.\n\n6\n\nA merger between a Cayman parent company and its\nCayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of\nthe plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose,\na company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of\nthe votes at a general meeting of the subsidiary.\n\nThe consent of each holder of a fixed or floating\nsecurity interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.\n\nSave in certain limited circumstances, a shareholder\nof a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which,\nif not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provided\nthe dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude\nthe exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares,\nsave for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.\n\nSeparate from the statutory provisions relating\nto mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation\nof companies by way of schemes of arrangement, provided that the arrangement is approved by seventy-five per cent in value of the members\nor class of members, as the case may be, with whom the arrangement is to be made or a majority in number of each class of creditors with\nwhom the arrangement is to be made and who must in addition represent seventy-five per cent in value of each such class of creditors,\nas the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The\nconvening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting\nshareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to\napprove the arrangement if it determines that:\n\n·\nthe statutory provisions as to the required majority vote have been met;\n\n·\nthe shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;\n\n·\nthe arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and\n\n·\nthe arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.\n\nThe Companies Act also contains a statutory power\nof compulsory acquisition which may facilitate the “squeeze out” of a dissentient minority shareholder upon a tender offer.\nWhen a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month\nperiod commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to\nthe offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed\nin the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.\n\nIf an arrangement and reconstruction by way of\nscheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, in accordance with the foregoing statutory\nprocedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may\napply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to\nmake, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment\nin cash for the judicially determined value of the shares.\n\n7\n\nThe Companies Act also contains statutory provisions\nwhich provide that a company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer\non the grounds that the company (a) is or is likely to become unable to pay its debts within the meaning of section 93 of the Companies\nAct; and (b) intends to present a compromise or arrangement to its creditors (or classes thereof) either, pursuant to the Companies Act,\nthe law of a foreign country or by way of a consensual restructuring. The petition may be presented by a company acting by its directors,\nwithout a resolution of its members or an express power in its articles of association. On hearing such a petition, the Cayman Islands\ncourt may, among other things, make an order appointing a restructuring officer or make any other order as the court thinks fit.\n\n* *\n\n*Shareholders’ Suits.* In\nprinciple, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder.\nHowever, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands\ncourts can be expected to follow and apply the common law principles (namely the rule in *Foss v. Harbottle* and the exceptions\nthereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name\nof the company to challenge actions where:\n\n·\na company acts or proposes to act illegally or ultra vires;\n\n·\nthe act complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which have actually been obtained; and\n\n·\nthose who control the company are perpetrating a “fraud on the minority.”\n\nA shareholder may have a direct right of action\nagainst us where the individual rights of that shareholder have been infringed or are about to be infringed.\n\n* *\n\n*Indemnification of Directors and Executive\nOfficers and Limitation of Liability*. Cayman Islands law does not limit the extent to which a company’s\nmemorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision\nmay be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the\nconsequences of committing a crime. Our third amended and restated memorandum and articles of association provide that that we shall indemnify\nour directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages\nor liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, wilful default or fraud,\nin or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution\nor discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,\nexpenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings\nconcerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the\nsame as permitted under the Delaware General Corporation Law for a Delaware corporation.\n\nIn addition, we have entered into indemnification\nagreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in\nour third amended and restated memorandum and articles of association.\n\n* *\n\nInsofar as indemnification for liabilities arising\nunder the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have\nbeen informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is\ntherefore unenforceable.\n\n*Directors’ Fiduciary Duties*. Under\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has\ntwo components: the duty of care and the duty of loyalty. The duty of care requires that a director acts in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires\nthat a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate\nposition for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation\nand its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the\nshareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the\nhonest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence\nof a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must\nprove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n8\n\nAs a matter of Cayman Islands law, a director\nof a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes\nthe following duties to the company - a duty to act in good faith in the best interests of the company, a duty not to make a personal\nprofit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the\ninterests of the company conflict with his personal interest or his duty to a third-party and a duty to exercise powers for the purpose\nfor which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It\nwas previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably\nbe expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard\nwith regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their\nduty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended from time to time.\nThe Companies Act also imposes a number of statutory duties on a director.\n\n* *\n\n*Shareholder Action by Written Consent*. Under\nthe Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to\nits certificate of incorporation. Our third amended and restated memorandum and articles of association provide that a resolution in writing\nsigned by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of our\ncompany shall be treated as a resolution duly passed at a general meeting of our company and, where relevant, as a special resolution\nso passed.\n\n*Shareholder Proposals*. Under\nthe Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided\nit complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other\nperson authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.\n\nThe Companies Act does not provide shareholders\nwith any right to requisition a general meeting or to put any proposal before a general meeting. However, these rights may be provided\nin a company’s articles of association. Our third amended and restated articles of association allow our shareholders holding shares\nwhich carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled to\nvote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board of directors is\nobliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than\nthis right to requisition a shareholders’ meeting, our third amended and restated memorandum and articles of association do not\nprovide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings not called\nby such shareholders. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.\n\n* *\n\n*Cumulative Voting*. Under\nthe Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate\nof incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on\na board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation\nto cumulative voting under the laws of the Cayman Islands but our third amended and restated memorandum and articles of association do\nnot provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders\nof a Delaware corporation.\n\n*Removal of Directors*. Under\nthe Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval\nof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our third\namended and restated memorandum and articles of association, subject to certain restrictions as contained therein, directors may be removed\nwith or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall\nautomatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any\nspecified event or after any specified period in a written agreement between the company and the director, if any; but no such term shall\nbe implied in the absence of express provision. Under our third amended and restated memorandum and articles of association, a director’s\noffice shall be vacated if the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds\nwith his creditors; (ii) becomes of unsound mind or dies; (iii) resigns his office by notice in writing to our company; (iv) without\nspecial leave of absence from our board of directors, is absent from three consecutive meetings of the board of directors and the board\nresolves that his office be vacated; (v) is prohibited by law from being a director; or (vi) is removed from office pursuant to the\nlaws of the Cayman Islands or any other provisions of our third amended and restated articles of association.\n\n* *\n\n* *\n\n* *\n\n**\n\n9\n\n* *\n\n*Transactions with Interested Shareholders*. The\nDelaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation\nhas specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging\nin certain business combinations with an “interested shareholder” for three years following the date that such person becomes\nan interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s\noutstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered\nbid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to\nthe date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination\nor the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware\ncorporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\n\nCayman Islands law has no comparable statute.\nAs a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although\nCayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions\nmust be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.\n\n* *\n\n*Dissolution; Winding up*. Under\nthe Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by\nshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors\nmay it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include\nin its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\n\nUnder Cayman Islands law, a company may be wound\nup by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay\nits debts, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances\nincluding where it is, in the opinion of the court, just and equitable to do so.\n\n*Variation of Rights of Shares*. Under\nthe Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding\nshares of such class, unless the certificate of incorporation provides otherwise. Under our third amended and restated memorandum and\narticles of association, if our share capital is divided into more than one class of shares, the rights attached to any such class may\nonly be varied with the sanction of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting\nof the holders of the shares of that class.\n\n* *\n\n*Amendment of Governing Documents*. Under\nthe Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the\noutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Cayman Islands law, our third amended\nand restated memorandum and articles of association may only be amended with a special resolution of our shareholders.\n\n* *\n\n*Rights of Non-resident or Foreign Shareholders*. There\nare no limitations imposed by our third amended and restated memorandum and articles of association on the rights of non-resident or foreign\nshareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our third amended and restated memorandum\nand articles of association governing the ownership threshold above which shareholder ownership must be disclosed.\n\n**Changes in Capital (Item 10.B.10 of Form\n20-F)**\n\nSubject to the Companies Act, our shareholders\nmay, by ordinary resolution:\n\n(a)\nincrease our share capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;\n\n(b)\nconsolidate and divide all or any of our share capital into shares of larger amount than our existing shares;\n\n10\n\n(c)\nsub-divide our shares or any of them into shares of smaller amount than is fixed by our third amended and restated memorandum of association, subject nevertheless to the Companies Act, and the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the others as we have power to attach to unissued or new shares;\n\n(d)\ncancel any shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person, and diminish the amount of our share capital by the amount of the shares so cancelled; and\n\n(e)\ndivide our shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares, attach to the shares respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination in a general meeting of our company may be determined by our directors.\n\n** **\n\nWe may, by special resolution, subject to any\nconfirmation or consent required by the Companies Act, reduce our share capital or any capital redemption reserve in any manner permitted\nby law.\n\n** **\n\n**Debt Securities (Item 12.A of Form 20-F)**\n\nNot applicable.\n\n**Warrants and Rights (Item 12.B of Form 20-F)**\n\nNot applicable.\n\n**Other Securities (Item 12.C of Form 20-F)**\n\nNot applicable.\n\n**Description of American Depositary Shares (Items\n12.D.1 and 12.D.2 of Form 20-F)**\n\nNot applicable.\n\n11"}