Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
| ● | duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
| ● | duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
| ● | duty
to not improperly fetter the exercise of future discretion; |
| ● | duty
to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of
shareholders; |
| ● | duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
| ● | duty
to exercise independent judgment. |
|