Exhibit 3.1

THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS

EXEMPTED COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATION

OF

KILCOY GLOBAL FOODS, LTD.

(As Amended and Adopted by Special Resolution of the Shareholders passed on 31 December, 2019)

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THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
KILCOY GLOBAL FOODS, LTD.

(As Amended and Adopted by Special Resolution of the Shareholders passed on 31 December 2019)

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THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF

KILCOY GLOBAL FOODS, LTD.

(As Amended and Adopted by Special Resolution of the Shareholders passed on 31 December 2019)

Table A

The regulations in Table A in the First Schedule to the Statute (as defined below) do not apply to the Company.

INTERPRETATION

“AA Investors” has the meaning given to it in the Amended and Restated Shareholders Agreement.

“Asia Alternatives” means Asia Alternatives Capital Partners IV, LP.

“ACCE” means ACCE Investment Limited.

“Affiliate” of a Person (the “Subject Person”) means (i) in the case of a Person other than a natural person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with the Subject Person and (ii) in the case of a natural person, any other Person that directly or indirectly is Controlled by the Subject Person or is a Relative of the Subject Person.

“Alternate Director” means an alternate director appointed in accordance with the Articles.

“Amended and Restated Shareholders Agreement” means an Amended and Restated Shareholders Agreement executed by the Shareholders and the Company on December 7, 2018.

“AMG” means AMG CO., LTD.

“Articles” means this Second Amended and Restated Articles of Association of the Company as altered from time to time by a Special Resolution.

“ATOC” means ATOC Investment Limited.

“Auditor” means the auditor of the Company selected by a majority of the Board and appointed in accordance with Article 11, which shall be one of the “Big 4” accounting firms (i.e., PricewaterhouseCoopers, KPMG, Deloitte & Touche or Ernst & Young) or its Affiliates.

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“Board” means the board of directors of the Company 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.

“BonneVie” means BonneVie, Ltd.

“Business” means animal protein production, processing and distribution.

“Business Day” means any day that is not a Saturday, a Sunday or other public holiday in PRC, Hong Kong New York, Singapore or the Cayman Islands.

“Ceres” means CeresPlus, LTD.

“Charter Documents” means, with respect to any Person, the Memorandum of Association, Articles of Association, Certificate of Incorporation, Articles of Incorporation, Bylaws or other relevant organizational documents of such Person.

“Company” means Kilcoy Global Foods, Ltd.

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of more than fifty percent (50%) of the board of directors of such Person; the term “Controlled” has the meaning correlative to the foregoing.

“Delibeef” means Delibeef Co., Ltd.

“Director” means a director of the Company (including any duly appointed Alternate Director).

“EBITDA” means earnings before interest, taxes, depreciation and amortization of the Company on a consolidated basis, excluding any non-recurring items and any adjustments to any prior year financials, based on the annual audited consolidated financial statements of the Company prepared in accordance with the Accounting Standards, but shall include on pro forma basis, in case of the acquisition of other entities or business by any of the Group Companies, the EBITDA of the acquired entities or business for the entire financial year without regard to the timing of such acquisitions.

“Encumbrance” means (i) any mortgage, charge (whether fixed or floating), pledge, lien (other than lien created by operation of law), hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable law, (ii) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any Person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (iv) any adverse claim as to title, possession or use.

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“Equity Securities” means, with respect to any Person, such Person’s capital stock, issued share capital, membership interests, partnership interests, registered capital, joint venture or other ownership interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, issued share capital, membership interests, partnership interests, registered capital, joint venture or other ownership interests (whether or not such derivative securities are issued by such Person).

“Exit Transaction” means any transaction or series of related transactions that constitute (i) any merger, consolidation, share exchange, business combination, scheme of arrangement, amalgamation, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 80% or more of the consolidated assets of the Company or to which 80% or more of the total revenue or EBITDA of the Company are attributable, (ii) any sale, lease, transfer or other disposition of, or joint venture involving, assets or businesses that constitute or represent 80% or more of the total assets, revenue or EBITDA of the Company and its Subsidiaries, taken as a whole, or (iii) any combination of the foregoing. An Exit Transaction shall also include any transaction or series of related transactions that would result in (x) NHI, ATOC and ACCE no longer jointly Controlling the Company or (y) New Hope Group and its Affiliates no longer jointly Controlling NHI.

“Financial Year” means the financial year of the Company, which ends on December 31st.

“Aberdeen Partners” means ABERDEEN ASIA PARTNERS III, L.P.

“Aberdeen Pacific” means ABERDEEN ASIA PACIFIC III, L.P.

“Governmental Authority” means any government or political subdivision thereof; any department, agency or instrumentality of any government or political subdivision thereof; any court or arbitral tribunal; and the governing body of any securities exchange, in each case having competent jurisdiction.

“Greenbacks” means GREENBACKS HOLDINGS LIMITED.

“Group Companies” means the Company and all of its direct or indirect Subsidiaries, and a “Group Company” means any of them.

“Harford” means Harford Global Limited.

“HDL” means New High Lao International Investment Ltd.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“IFC” means International Finance Corporation.

“IFRS” means the international accounting standards or the international financial reporting standards prescribed by the International Accounting Standards Board and its successors.

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“Indebtedness” of any Person means, without duplication, each of the following of such Person: (i) all indebtedness, whether or not contingent, for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business that have not become due), (iii) all obligations, contingent or otherwise, with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations, contingent or otherwise, evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced that are incurred in connection with the acquisition of properties, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all obligations that are, or should have been, capitalized in accordance with the applicable Accounting Standards, (vii) all obligations under banker’s acceptance, letter of credit or similar facilities, (viii) all obligations to purchase, redeem, retire, or otherwise acquire for value any Equity Securities of such Person, (ix) all obligations in respect of any interest rate swap, hedge or cap agreement, (x) all guarantees issued in respect of the Indebtedness referred to in clauses (i) through (ix) above of any other Person, but only to the extent of the Indebtedness guaranteed, and (xi) all Indebtedness referred to in clauses (i) through (ix) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Investor(s)” has the meaning given to it in the Amended and Restated Shareholders Agreement.

“IRR” means internal annual rate of return (determined in US$).

“Memorandum of Association” means this Third Amended and Restated Memorandum of Association of the Company in force and effect, as amended and restated from time to time by Special Resolution.

“New Hope Group” means Sichuan New Hope Group Co., Ltd.

“NewAccord” means New Accord Ventures Limited.

“NHI” means New Hope International (Hong Kong) Limited.

“Ordinary Resolution” means a resolution (i) passed by simple majority of such members as, being entitled to do so, vote in person, or where proxies are allowed, by proxy at a general meeting of the Company on a show of hands or a poll and where a poll is taken regard shall be had in computing a majority to the number of votes to which each member is entitled; or (ii) approved in writing by all of the members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if not more than one, is executed.

“Ordinary Share” means ordinary shares with par value of US$ 0.001 each in the share capital of the Company that may be authorized and issued from time to time.

“Original Shareholder(s)” have the meaning given to it in the Amended and Restated Shareholders Agreement.

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“Oversubscription Pro Rata Share” means with respect to the Oversubscription Right of any Preemptive Shareholder for the Unsubscribed Securities, the proportion that the number of issued Shares held by such Preemptive Shareholder bears to the aggregate number of issued Shares held by all Preemptive Shareholders that are qualified to exercise the Oversubscription Rights in relation to the Unsubscribed Securities immediately prior to the issuance of the Oversubscription Notice (in each case, as determined on an as-converted basis).

“Palace” means Palace Investments Pte. Ltd.

“Permitted Transferee” of any Shareholder, means such Shareholder’s Affiliates.

“Person” means any natural person, firm, company, Governmental Authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).

“Policy Agreement” means the Policy Agreement between the Company and IFC.

“PRC” means the People’s Republic of China and for the purpose of these Articles shall exclude Hong Kong, Taiwan and Macau.

“Preemptive Pro Rata Share” means, with respect to any Shareholder, the proportion that the number of issued Shares held by such Shareholder bears to the aggregate number of issued Shares held by all Shareholders immediately prior to the issuance of the Issuance Notice (in each case determined on a as-converted basis).

“Register of Directors” means the register of directors referred to in these Articles.

“Register of Members” means the register of Members maintained in accordance with the Statute.

“Registered Office” means the registered office for the time being of the Company.

“Related Party Transaction” means any agreement, arrangement or obligation to which any Group Company is a party and which involves any Director, officer, employee or Shareholder of the Company (or any of their Relatives or respective Affiliates), other than employment arrangements.

“Relative” of a natural person means the spouse of such person and any parent, parent-in-law, grandparent, child, child-in-law, grandchild, sibling, uncle, aunt, nephew or niece of such person or spouse.

“Reserved Matters” means the matters set forth in Schedule 1.

“Seal” means the common seal or any official or duplicate seal of the Company;

“Secretary” means 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.

“Shareholder(s)” means a Member, which bears the meaning as ascribed to it in the Statute.

“Shares” means Ordinary Share or any other class or series of shares of the Company, and “Share” shall mean any of them.

“Special Resolution” means a resolution passed at a general meeting (or, if so specified, a meeting of Shareholders holding a class of shares) of the Company: (i) by an approval by the Shareholders holding 100% of the issued and outstanding Shares for matters requiring such approval as set forth in Clause 1 of Schedule 1 (ii) by an approval by the Shareholders holding 90% of the issued and outstanding Shares for matters requiring such approval as set forth in Clause 2 of Schedule 1; (iii) by an approval by the Shareholders holding 85% of the issued and outstanding Shares for matters requiring such approval as set forth in Clause 3 of Schedule 1; (iv) by a majority of two-third the votes cast, in relation to any matter that requires a Special Resolution other than a Reserved Matter set forth in Schedule 1, and also includes a Written Resolution passed by the unanimous consent of all Shareholders entitled to vote.

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“Statute” means the Companies Law (2018 Revision) of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in force.

“Subsidiary” means, with respect to a specific entity, (i) any entity (x) more than fifty percent (50%) of whose shares or other interests entitled to vote in the election of directors or (y) more than a fifty percent (50%) interests in whose profits or capital are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity; (ii) any entity whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with IFRS; or (iii) any entity with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another Subsidiary.

“US$” means United States Dollars, the lawful currency of the United States of America.

“Written resolution” means a resolution passed in accordance with Article 33 or 51.

 

	“Acceptance Notice”		Article 4.3(b)
	“First Issuance Notice Period”		Article 3.3(a)
	“Indemnified Party”		Article 45
	“Investor Exit”		Article 11.2
	“Issuance Notice”		Article 3.2
	“Non-transferring Shareholder”		Article 4.3(b)
	“Offered Shares”		Article 4.3(a)
	“Oversubscription Rights”		Article 3.1
	“Oversubscription Notice”		Article 3.3(b)
	“Preemptive Rights”		Article 3.1
	“Preemptive Shareholder”		Article 3.3(a)
	“Proposed Issuance”		Article 3.2
	“Proposed Recipient”		Article 3.1
	“Proposed Transfer”		Article 4.3(a)
	“Proposed Transferee”		Article 4.3(a)
	“Reserved Matters”		Article 11

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SHARES

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No Shareholder may Transfer, and the Company may not issue, any Restricted Securities in the Company to any of the individuals or entities named on (i) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; or (ii) the World Bank Listing of Ineligible Firms (see www.worldbank.org/debarr).

The Original Shareholders may Transfer their Restricted Securities only if each of the following conditions is satisfied: (i) such Transfer complies with the other provisions of this Article 4; (ii) the consideration to be paid in such Transfer shall include sufficient cash as may be required to purchase all of the Shares of the Investors included in the Tag-Along Sale; (iii) after giving effect to such Transfer, the Original Shareholders, in aggregate, continue to own no less than 65% of the Equity Securities of the Company (as determined on a fully diluted basis); and (iv) such Transfer does not contravene or trigger any provision with respect to any Indebtedness of any Group Company.

Any attempt to Transfer or issue any Restricted Securities in violation of this Article 4.1 shall be null and void ab initio, and the Company shall not register any such Transfer.

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Subject to the Law and these Articles (including without limitation Article 2.1 and Article 11), the Memorandum of Association and any resolution of the Shareholders 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:

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The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

Notice of Liability to Forfeiture for Non-Payment of Call

· (the “Company”)

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 [ ], 200[ ] 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

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A majority of the Board may issue fractions of a Share (calculated to three decimal points) of any class of Shares, and, if so issued, such fractional Shares shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole Share of the same class of Shares.

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RESERVED MATTERS AND MINORITY SHAREHOLDER’S RIGHTS

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REGISTRATION OF SHARES

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:

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.

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ALTERATION OF SHARE CAPITAL

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DIVIDENDS AND CAPITALISATION

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MEETINGS OF SHAREHOLDERS

The Company shall 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 any two Directors shall appoint.

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The Board may, by a majority vote of the Directors, postpone any general meeting called in accordance with the provisions of these Articles provided that notice of postponement is given to each Shareholder before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Shareholder in accordance with the provisions of these Articles.

Shareholders 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.

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In the case of joint Shareholders, the vote of the joint Shareholder who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

Proxy

· (the “Company”)

I/We, [insert names here], being a Shareholder 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 Shareholders held on the [ ] day of [ ], 20[ ] and at any adjournment thereof. (Any restrictions on voting to be inserted here.)

The chairman of a general meeting may, with the consent of the Shareholders 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 Shareholder entitled to attend and vote thereat in accordance with these Articles.

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DIRECTORS AND OFFICERS

The number of Directors constituting the entire Board shall not be less than two.

The Chairman of the Board shall be selected by a majority vote of the Directors. The Chairman shall have a casting vote. Unless otherwise agreed by a majority of the Directors attending, the Chairman 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.

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The office of Director shall be vacated if the Director:

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The Directors shall not be entitled to remuneration. However, the Company shall reimburse the Directors for their reasonable costs of attendance at Board meetings. This article shall not prejudice the entitlement of a Director to remuneration due to such Director being an officer of the Company.

Subject to the approval of the Board, 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 afterwards it be 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, shall be as valid as if every such Person had been duly appointed and was qualified to be a Director.

The business of the Company shall be managed and conducted by the Board in accordance with these Articles. 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.

Only matters that are required by the Law and these Articles to be decided by the Shareholders shall be decided by the Shareholders. All other matters in relation to the Company shall be decided by the Board.

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cause to be entered on the Register of Directors 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.

The Directors of the Company and every former director 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 receipts for 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, dishonesty or gross negligence which may attach to any of the said Persons. Each Shareholder agrees to waive any claim or right of action such Shareholder might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director 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, dishonesty or gross negligence which may attach to such Director.

Subject to the Law, the needs of the Company and these Articles, the Board may, from time to time, establish and revoke committees to undertake the powers and authorities of Board that may be delegated pursuant to these Articles. The procedure of these committees shall be adopted by the Board.

MEETINGS OF THE BOARD OF DIRECTORS

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Meetings of the Board shall take place at least twice per year. Meetings shall be held in a location approved by a majority of the Directors. At any Board meeting, each Director may exercise one vote. Subject to Article 11, the adoption of any resolution of the Board shall require the affirmative vote of a majority of the Board. The Board shall not at any meeting adopt any resolution covering any matter that is not specified on the agenda for such meeting unless approved by a majority of the Board.

A meeting may be called by any Director. And upon such calling being made, the Chairman, or a Director appointed by the Chairman (or if the Chairman fails to do so, any of the Directors calling for the meeting) shall give notice in writing to all Directors of such meeting specifying  the date, time and agenda for such meeting, accompanied by a written agenda specifying the business of such meeting and copies of all papers relevant for such meeting. Not less than ten (10) Business Days’ notice shall be given to all Directors; provided, however, that such notice period (i) shall not apply in the case of an adjourned meeting, and (ii) may be reduced with the written consent of all of the Directors.

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Directors may participate in Board meetings by telephone or video conference; provided that each Director can hear and be heard by all the other Directors throughout the meetings, and such participation shall constitute presence for purposes of the quorum provisions of Article 50.

All meetings of the Board shall require a quorum of at least two Directors.

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

The Board shall cause minutes to be duly entered in books provided for the purpose:

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ACCOUNTS

each Shareholder shall be entitled to conduct its independent inspection of the books and accounts of the Company and any Subsidiary, at its own cost and expense, and shall be provided with all relevant information, including monthly management accounts, operating statistics and such other trading and financial information in such form as it may reasonably require to be properly informed about the business of the Company, provided that such inspection shall neither cause undue burden to the Company nor unreasonably interfere with the operation of the Company.

AUDITS

The accounts of the Company shall be audited annually in accordance with such standard by the Auditor.

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Unless fixed by the Shareholders in general meeting, the remuneration of the Auditor shall be as determined by the Board.

The Auditor shall make a report to the Shareholders on the accounts examined by him and on every set of financial statements laid before the Shareholders in general meeting, or circulated to Shareholders, pursuant to this Article during the Auditor’s tenure of office.

RECORDS AND ETHICAL COMPLIANCE

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Business of the Company shall be conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the Cayman Islands, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered, or enforced by any governmental agency, authority or body.

VOLUNTARY WINDING-UP AND DISSOLUTION

CHANGES TO CONSTITUTION

Subject to the Law, Article 11, and to the conditions contained in its Memorandum of Association, the Company may, by Special Resolution, alter or add to its Articles.

Subject to the Law and Article 11, and to the conditions contained in its 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.

Subject to the Law and Article 11, 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.

RELATED PARTY TRANSACTION

The Company shall not, and shall cause its Subsidiaries not to, undertake any Related Party Transaction except in good faith, in the ordinary course of business and on arm’s length terms.

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Dated [                 ]

[                                   ]

[        ]

[        ]

Witness to the above signature

Address:      [          ]

Occupation: Corporate Administrator

I, Registrar of Companies in and for the Cayman Islands, DO HEREBY CERTIFY that this is a true and correct copy of the Third Amended and Restated Articles of Association of this Company duly registered on the ______ day of __________, 2019.

Registrar of Companies

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Schedule 1

RESERVED MATTERS

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		Filed: 21-Jan-2020 07:59 EST
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