What is Park Ha Biological Technology (BYAH) asking shareholders to approve on share capital?

Park Ha Biological Technology seeks approval to increase authorised share capital from 3,000,000,000 to 300,000,000,000 ordinary shares at US$0.001 par value. This creates large future issuance capacity but does not itself issue new Class A or Class B shares.

What flexibility is BYAH’s board seeking on share consolidations and subdivisions?

The board is seeking three-year authority to implement dual-class share consolidations with aggregate ratios between 2-for-1 and 5,000-for-1 and subdivisions between 2-for-1 and 100-for-1. Any actions must follow Nasdaq notification and disclosure requirements before becoming effective.

Park Ha Biological (NASDAQ: BYAH) seeks 300B-share authorisation and 100-vote Class B stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. is asking shareholders to approve a major increase in authorised share capital to 300,000,000,000 ordinary shares, split into 240,000,000,000 Class A and 60,000,000,000 Class B shares, each with US$0.001 par value.

The company is also seeking three-year authority for the board to execute dual-class share consolidations (reverse splits) with aggregate ratios between 2-for-1 and 5,000-for-1, and dual-class share subdivisions between 2-for-1 and 100-for-1, without further shareholder votes, subject to Nasdaq rules. Shareholders are asked to adopt amended and restated memorandum and articles that, among other changes, formalize these mechanics and meeting procedures.

Separately, Class A shareholders and the sole Class B holder are being asked to approve a variation that would increase the voting power of each Class B Ordinary Share from 20 votes to 100 votes, significantly strengthening the super-voting class while Class A shares remain at one vote each. Record-date outstanding shares were 5,930,216 Class A and 381,000 Class B as of July 2, 2026.

Positive

None.

Negative

The proposal to increase Class B voting rights from 20 to 100 votes per share would significantly concentrate control in the super-voting class relative to one-vote Class A shares.
Authorised share capital would rise from 3,000,000,000 to 300,000,000,000 shares, creating substantial capacity for future issuance and potential dilution, even though no specific issuance is approved now.

Insights

Huge authorised share increase and stronger super-voting B shares concentrate future control.

Park Ha Biological Technology is proposing to expand authorised capital from US$3,000,000 (3,000,000,000 shares) to US$300,000,000 (300,000,000,000 shares). This does not itself issue new shares but creates very large future issuance capacity across both classes.

The company also seeks broad three-year authority for the board to run dual-class share consolidations up to 5,000-for-1 and subdivisions up to 100-for-1, with no fractional shares and rounding up. These tools can be used to manage Nasdaq listing requirements and trading dynamics, while leaving economic rights per share unchanged.

A key governance change is the Class B variation: each Class B Ordinary Share would carry 100 votes instead of 20, while Class A remains one vote. Given only 381,000 Class B shares were outstanding as of July 2, 2026, this structure would allow relatively few B shares to command substantial voting control. The proposed amended and restated memorandum and articles codify this, shorten meeting notice to five clear days, and give the meeting chair a casting vote except where higher thresholds or class votes are required.

Key Figures

Current authorised share capital: US$3,000,000 (3,000,000,000 shares) Proposed authorised share capital: US$300,000,000 (300,000,000,000 shares) Record-date outstanding Class A shares: 5,930,216 shares +5 more

8 metrics

Current authorised share capital US$3,000,000 (3,000,000,000 shares) Before proposed increase; 2.4B Class A, 600M Class B

Proposed authorised share capital US$300,000,000 (300,000,000,000 shares) After proposed increase; 240B Class A, 60B Class B

Record-date outstanding Class A shares 5,930,216 shares Outstanding as of July 2, 2026

Record-date outstanding Class B shares 381,000 shares Outstanding as of July 2, 2026

Current Class B voting rights 20 votes per share Before proposed Class B Variation

Proposed Class B voting rights 100 votes per share If Class B Variation and Amended M&A adopted

Reverse split authority range 2-for-1 to 5,000-for-1 Aggregate range for Dual Class Share Consolidations over three years

Forward split authority range 2-for-1 to 100-for-1 Aggregate range for Dual Class Share Subdivisions over three years

Key Terms

Dual Class Share Consolidations, Dual Class Share Subdivisions, Amended and Restated Memorandum and Articles of Association, Class B Variation, +2 more

6 terms

Amended and Restated Memorandum and Articles of Association regulatory

"approve the adoption of the Amended and Restated Memorandum and Articles of Association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

Class B Variation financial

"the proposal to approve the variation of the voting rights attaching to the Class B Ordinary Shares"

special resolution regulatory

"IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, subject to the separate approvals"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

quorum regulatory

"For the Extraordinary General Meeting, one or more persons holding or representing no less than 30% of the votes... shall constitute a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 07/06/2026 - 11:43 AM Accepted by SEC EDGAR 07/06/2026 - 11:42 AM

FAQ

How will the dual-class structure of BYAH’s shares work if proposals are adopted?

If approved, Class A Ordinary Shares will continue to carry one vote, while each Class B Ordinary Share will carry 100 votes. Economic terms remain ordinary shares, but the Class B super-voting stock would hold much greater influence over shareholder decisions than Class A.

How many BYAH shares were outstanding on the July 2, 2026 record date?

On the July 2, 2026 record date, Park Ha Biological Technology had 5,930,216 Class A Ordinary Shares and 381,000 Class B Ordinary Shares outstanding. These figures determine which shareholders may vote at the meetings or act through the Class B written resolution process.

What changes are included in BYAH’s proposed Amended and Restated Memorandum and Articles?

The proposed Amended and Restated Memorandum and Articles implement the new authorisation, address Class B voting variation, allow directors to handle fractional shares from consolidations or subdivisions, reduce meeting notice to five clear days, and grant a casting vote to the meeting chair in specified circumstances.

How and when can BYAH shareholders vote on these proposals?

Shareholders of record on July 2, 2026 can vote at the Extraordinary General Meeting and Class A Meeting on July 13, 2026 or by proxy. The sole Class B shareholder is being asked to approve the Class B voting variation via written resolution returned by 9:00 P.M. local time on July 10, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42453

Park Ha Biological Technology Co., Ltd.

901 & 901-2, Building C

Phase 2, Wuxi International Life Science Innovation Campus

196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province

People’s Republic of China 214000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Notice of the Extraordinary General Meeting and Class A Meeting
99.2		Form of Proxy for the Extraordinary General Meeting
99.3		Form of Proxy for Class A Meeting
99.4		Form of Class B Written Resolution
99.5		Form of Amended and Restated Memorandum and Articles of Association

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Park Ha Biological Technology Co., Ltd.

Date: July 6, 2026	By:	/s/ Xiaoqiu Zhang
	Name:	Xiaoqiu Zhang
	Title:	Chief Executive Officer, Chairperson of the Board of Directors

Exhibit 99.1

PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

(incorporated in the Cayman Islands with limited liability)

(NASDAQ: BYAH)

901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui

East Road, Xinwu District, Wuxi, Jiangsu Province People’s Republic of China 214000

July 6, 2026

Dear Shareholders:

You are cordially invited to attend two consecutive meetings of shareholders of Park Ha Biological Technology Co., Ltd. to be held on July 13, 2026 at 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province People’s Republic of China 214000, as follows:

●

2026 Extraordinary General Meeting (the “Extraordinary General Meeting”) at 10:30 A.M. (local time);

●

meeting of holders of class A ordinary shares (the “Class A Ordinary Shares”) of the Company (the “Class A Meeting”) at 11:00 A.M. (local time), or as soon thereafter as the Extraordinary General Meeting has concluded or been adjourned.

In addition, the Company is seeking the approval of the holders of class B ordinary shares of the Company (the “Class B Ordinary Shares”) by written resolution in connection with each of the proposals described herein, in lieu of holding a separate meeting of holders of Class B Ordinary Shares, as permitted by the Companies Act of the Cayman Islands and the Company’s memorandum and articles of association. No separate class meeting will be held.

The matters to be acted upon at the Extraordinary General Meeting and the Class A Meeting, and by the holders of Class B Ordinary Shares by written resolution, are set forth and described in this combined notice and proxy statement. We request that you read all of them carefully.

We hope that you will attend the Extraordinary General Meeting and/or the Class A Meeting. Whether or not you expect to attend in person, we urge you to sign, date and return the enclosed separate proxy cards (one for the Extraordinary General Meeting and one for the Class A Meeting) in the enclosed postage prepaid envelope (if mailed in the United States) as promptly as possible in accordance with the instructions printed on each card. Each proxy card must be received not less than 48 hours before the time appointed for the meeting to which it relates in accordance with the Company’s currently effective memorandum and articles of association. For holders of Class B Ordinary Shares, please complete, sign, date and return the enclosed Class B Written Resolution Form by 9:00 P.M. local time on July 10, 2026. Holders of Class B Ordinary Shares do not need to attend any meeting in order to act by written resolution.

You may, of course, attend the Extraordinary General Meeting or the Class A Meeting and vote in person even if you have signed and returned the corresponding proxy card to us.

Sincerely,

/s/ ZHANG Xiaoqiu
ZHANG Xiaoqiu
Chief Executive Officer and Chairperson of the Board

PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

(incorporated in the Cayman Islands with limited liability)

(NASDAQ: BYAH)

NOTICE OF THE 2026 EXTRAORDINARY GENERAL MEETING AND CLASS A MEETING, AND SOLICITATION OF WRITTEN RESOLUTION FROM HOLDERS OF CLASS B ORDINARY SHARES

To be held on July 13, 2026, at 10:30 A.M. and 11:00 A.M. (local time), consecutively

This notice to shareholders is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Park Ha Biological Technology Co., Ltd. (the “Company”) for use at the following meetings of the Company and at all adjournments and postponements thereof, and in connection with the solicitation of written resolutions from holders of Class B Ordinary Shares:

●

2026 Extraordinary General Meeting (the “Extraordinary General Meeting”) – to be held at 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province, People’s Republic of China 214000 on July 13, 2026, at 10:30 A.M. local time;

●

Class A Meeting – to be held at the same place on July 13, 2026, at 11:00 A.M. local time, or as soon thereafter as the Extraordinary General Meeting has concluded or been adjourned;

●

Class B Written Resolution – holders of Class B Ordinary Shares are being asked to act by written resolution in lieu of a separate class meeting. No separate class meeting will be held for holders of Class B Ordinary Shares.

At the Extraordinary General Meeting, the Company’s shareholders are being asked to consider and approve the following proposals:

As an ordinary resolution, the authorised share capital of the Company be and is hereby increased from US$3,000,000 divided into 3,000,000,000 ordinary shares of par value US$0.001 each, comprising 2,400,000,000 Class A Ordinary Shares and 600,000,000 Class B Ordinary Shares, to US$300,000,000 by creating additional 297,000,000,000 ordinary shares of par value US$ 0.001 each to rank pari passu in all respects with the existing shares in the capital of the Company such that the Company will be authorised to issue 300,000,000,000 ordinary shares of par value US$0.001 each, comprising 240,000,000,000 Class A Ordinary Shares and 60,000,000,000 Class B Ordinary Shares; (the “Proposal No. 1”);

As an ordinary resolution, the Board be and is hereby authorised, in its sole discretion, to effect one or more consolidations of all of the Company’s authorised, issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares at any time during the three (3)-year period following the date of the Extraordinary General Meeting, with the exact consolidation ratio and effective time to be determined by the Board in its sole discretion, provided that the aggregate consolidation ratio resulting from any and all such share consolidations shall not be less than 2-for-1 nor greater than 5,000-for-1, and that the consolidated shares shall have the same rights and be subject to the same restrictions (other than any adjustment to par value) as the corresponding shares immediately prior to such share consolidation under the Company’s then effective Amended and Restated Memorandum and Articles of Association (the “Proposal No. 2”);

As an ordinary resolution, the Board be and is hereby authorised, in its sole discretion, to effect one or more subdivisions of all of the Company’s authorised, issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares at any time during the three (3)-year period following the date of the Extraordinary General Meeting, with the exact subdivision ratio and effective time to be determined by the Board in its sole discretion, provided that the aggregate subdivision ratio resulting from any and all such share subdivisions shall not be less than 2-for-1 nor greater than 100-for-1, and that the subdivided shares shall have the same rights and be subject to the same restrictions (other than any adjustment to par value) as the corresponding shares immediately prior to such share subdivision under the Company’s then effective Amended and Restated Memorandum and Articles of Association (the “Proposal No. 3”);

As a special resolution, subject to the approval of Proposal No. 1 , and the separate approvals by the holders of the Class A Ordinary Shares and Class B Ordinary Shares in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, the Company to adopt the Amended and Restated Memorandum and Articles of Association in the form produced to the Extraordinary General Meeting and the Class A Meeting and attached as Appendix 1 to this Notice, in substitution for, and to the exclusion of, the Company’s existing Amended and Restated Memorandum and Articles of Association (the “Proposal No. 4”).

At the Class A Meeting and by written resolutions of the holders of the Class B Ordinary Shares, the Company’s shareholders are being asked to consider and approve the following proposal separately:

As a special resolution, the voting rights attaching to each Class B Ordinary Share be increased from 20 (twenty) votes for each Class B Ordinary Share they hold to 100 (one hundred) votes for each Class B Ordinary Share they hold, with effect from the date specified by the Board (the “Class A Meeting Proposal No. 1”).

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE PROPOSALS ABOVE AT THE EXTRAORDINARY GENERAL MEETING AND THE CLASS A MEETING, AND RECOMMENDS THAT HOLDERS OF CLASS B ORDINARY SHARES APPROVE THE PROPOSAL ABOVE BY WRITTEN RESOLUTION.

Holders of record of the Company’s shares at the close of business on July 2, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Extraordinary General Meeting and the Class A Meeting, as applicable. Holders of Class B Ordinary Shares as of the Record Date are being asked to execute and return the Class B Written Resolution Form in lieu of a Class B meeting, as further described below.

●

At the Extraordinary General Meeting, each Class A Ordinary Share entitles the holder to one vote and each Class B Ordinary Share entitles the holder to twenty (20) votes.

●

At the Class A Meeting, only holders of Class A Ordinary Shares are entitled to vote, with each Class A Ordinary Share carrying one vote.

●

For the Class B Written Resolution, only holders of Class B Ordinary Shares are entitled to act, with each Class B Ordinary Share carrying one vote for purposes of the Class B Written Resolution.

Your vote or written resolution is important, regardless of the number of shares you own. Even if you plan to attend the Extraordinary General Meeting or the Class A Meeting in person, it is strongly recommended that you complete the enclosed proxy cards before the meeting date to ensure that your shares will be represented if you are unable to attend. Holders of Class B Ordinary Shares are urged to complete, sign, date and return the enclosed Class B Written Resolution Form promptly.

This notice and the enclosed proxy statement are first being mailed to shareholders on or about July 6, 2026.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares or deliver your written resolution.

By Order of the Board of Directors,

/s/ ZHANG Xiaoqiu
ZHANG Xiaoqiu
Chief Executive Officer and Chairperson of the Board

July 6, 2026

IF YOU RETURN A PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS PRESENTED AT THE APPLICABLE MEETING. HOLDERS OF CLASS B ORDINARY SHARES MUST CLEARLY INDICATE THEIR APPROVAL OF A PROPOSAL ON THE CLASS B WRITTEN RESOLUTION FORM FOR SUCH FORM TO BE COUNTED AS APPROVAL OF THAT PROPOSAL. IF A CLASS B WRITTEN RESOLUTION FORM IS UNCLEAR OR INCOMPLETE, THE COMPANY MAY BE UNABLE TO COUNT IT AS APPROVAL OF THE APPLICABLE PROPOSAL.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting and Class A Meeting to be held on July 13, 2026, at 10:30 A.M. and 11:00 A.M. local time, and the Solicitation of Written Resolution from Holders of Class B Ordinary Shares

The Notice of Meetings, this proxy statement and the Class B Written Resolution Form are available at www.sec.gov.

PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

Notice to Shareholders

Combined Notice of 2026 Extraordinary General Meeting and Class A Meeting, and Solicitation of Written Resolution from Holders of Class B Ordinary Shares

To be held or acted upon on July 13, 2026, at 10:30 A.M. and 11:00 A.M. local time, consecutively, with Class B action by written resolution

901 & 901-2, Building C Phase 2, Wuxi International Life Science

Innovation Campus, 196 Jinghui East Road, Xinwu District,

Wuxi, Jiangsu Province People’s Republic of China 214000

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving this proxy statement?

This proxy statement describes the proposals on which our Board would like you, as a shareholder, to vote at two consecutive meetings to be held on July 13, 2026:

●

Extraordinary General Meeting at 10:30 A.M. local time,

●

Class A Meeting at 11:00 A.M. local time, or as soon thereafter as the Extraordinary General Meeting has concluded or been adjourned,

both at the address above. In addition, holders of Class B Ordinary Shares are being asked to act by written resolution in lieu of a separate class meeting. No separate class meeting will be held for holders of Class B Ordinary Shares.

Shareholders are being asked to consider and vote upon, or approve by written resolution, proposals to (i) approve the increase in the Company’s authorised share capital; (ii) authorise the Board to effect one or more share consolidations of the Company’s authorised, issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares during the three (3)-year period following the Extraordinary General Meeting, at such consolidation ratio or ratios as determined by the Board within the approved range; (iii) authorise the Board to effect one or more share subdivisions of the Company’s authorised, issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares during the three (3)-year period following the Extraordinary General Meeting, at such subdivision ratio or ratios as determined by the Board within the approved range;; and (iv) approve the adoption of the Amended and Restated Memorandum and Articles of Association. The voting eligibility and voting rights differ as set forth below.

Furthermore, Class A Ordinary Shareholders are asked to consider and vote upon, the proposal to approve the variation of the voting rights attaching to the Class B Ordinary Shares, increasing the voting rights from twenty (20) votes to one hundred (100) votes per Class B Ordinary Share, subject to the approval of the holders of Class B Ordinary Shares in accordance with the Company’s Amended and Restated Memorandum and Articles of Association.

This proxy statement also gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your vote is important. You are encouraged to submit each proxy card that applies to your shares, or the Class B Written Resolution if you are a holder of Class B Ordinary Shares, as soon as possible after carefully reviewing this proxy statement.

In this proxy statement, we refer to Park Ha Biological Technology Co., Ltd. as the “Company”, “we”, “us” or “our.”

Who can vote at the Extraordinary General Meeting and the Class A Meeting, and who can act by written resolution?

Shareholders who are the registered owners of our shares on July 2, 2026 (the “Record Date”) may attend and vote at the applicable meeting. There were 5,930,216 Class A Ordinary Shares and 381,000 Class B Ordinary Shares outstanding on the Record Date.

At the Extraordinary General Meeting: Holders of record of both Class A Ordinary Shares and Class B Ordinary Shares on the Record Date may attend and vote. Each Class A Ordinary Share carries one vote, and each Class B Ordinary Share carries twenty (20) votes.

At the Class A Meeting: Only holders of Class A Ordinary Shares on the Record Date may vote. Each Class A Ordinary Share carries one vote.

For Class B Shareholders: No separate class meeting will be held. Instead, holders of Class B Ordinary Shares on the Record Date are being asked to execute and return the signed Class B written resolution in accordance with the instructions provided. Each Class B Ordinary Share carries one vote for purposes of the Class B written resolution. Holders of Class B Ordinary Shares do not need to attend any meeting in order to participate in this action.

What are the proxy cards and the Class B Written Resolution Form?

The enclosed package contains:

	●	a proxy card for the Extraordinary General Meeting,

	●	a proxy card for the Class A Meeting, and

●

a form of the written resolution for holders of Class B Ordinary Shares, in lieu of a class meeting (the “Class B Written Resolution Form”).

By completing and returning the Extraordinary General Meeting proxy card, you authorize the proxy to vote your shares at the Extraordinary General Meeting. By completing and returning the Class A Meeting proxy card, you authorize the proxy to vote your Class A Ordinary Shares at the Class A Meeting. By signing and returning the Class B Written Resolution Form, you are indicating your approval of, or dissent from, the proposals as set forth therein. Holders of Class B Ordinary Shares do not need to attend any meeting in order to participate.

How does the Board recommend that I vote?

Our Board unanimously recommends that shareholders vote “FOR” all proposals at the Extraordinary General Meeting and the Class A Meeting, and recommends that holders of Class B Ordinary Shares approve the proposal by written resolution.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Certain of our shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record/Registered Shareholders

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Transhare Corporation, you are a “Shareholder of Record” who may vote at the Extraordinary General Meeting or the Class A Meeting, and we are sending these proxy materials directly to you. As the Shareholder of Record, you have the right to direct the voting of your shares by returning the enclosed proxy cards or to vote in person at the applicable meeting. If you are a holder of Class B Ordinary Shares, you may also act by returning the signed Class B Written Resolution Form. Whether or not you plan to attend the Extraordinary General Meeting or the Class A Meeting, please read, complete, sign, date and return each applicable proxy card and, if applicable, the Class B Written Resolution Form in accordance with the instructions set out therein to ensure that your vote or written resolution is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee, who is considered the Shareholder of Record for purposes of voting at the meetings or acting by written resolution. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares or, if applicable, how to act with respect to the Class B Written Resolution. However, since you are not the Shareholder of Record, you may not vote these shares in person at the Extraordinary General Meeting or the Class A Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. If you are a beneficial owner of Class B Ordinary Shares, you must instruct your broker, bank or nominee how to act with respect to the Class B Written Resolution.

How do I vote or deliver my written resolution?

If you are a Shareholder of Record on the Record Date, you may vote in person at the Extraordinary General Meeting or the Class A Meeting, or by submitting a proxy. If you are a holder of Class B Ordinary Shares, you may act by written resolution.

(1) You may submit your proxies by mail. You may submit your proxies by mail by completing, signing and dating each proxy card you wish to return and mailing it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to the relevant meeting and if you mark your voting instructions on the proxy card, your shares will be voted at that specific meeting as you instruct. We encourage you to examine each proxy card closely to make sure you are voting all of your shares in the Company.

If you return a signed proxy card for a particular meeting, but do not provide voting instructions on that card, your shares will be voted at that meeting:

●

FOR the Increase of Share Capital;

●

FOR the Dual Class Share Consolidations;

●

FOR the Dual Class Share Subdivisions

●

FOR the adoption of the New Amended and Restated Memorandum and Articles of Association, including the associated amendments in relation to the Increase of Share Capital;

●

FOR the Class B Variation (applicable to holders of Class A Ordinary Shares only in the Class A Meeting);

●

according to the best judgment of your proxy if a proposal comes up for a vote at that meeting that is not on the proxy card.

(2) You may submit your proxies by email. You may submit your proxies by completing, signing and dating your proxy cards and returning scanned copies of your proxy cards by emailing them to ir@parkha.cn. Your votes by email must be received by 9:00 P.M. local time on July 10, 2026.

(3) You may vote in person at the Extraordinary General Meeting or the Class A Meeting. We will pass out written ballots to any Shareholder of Record who wants to vote at the applicable meeting.

(4) Holders of Class B Ordinary Shares may act by written resolution. If you are a holder of Class B Ordinary Shares, you may indicate your approval of, or dissent from, the proposal contained in the Class B Written Resolution Form by completing, signing and dating the enclosed Class B Written Resolution Form and returning it in the enclosed envelope or by email to ir@parkha.cn. Your Class B Written Resolution Form must be received by 9:00 P.M. local time on July 10, 2026. You do not need to attend any meeting by written resolution

If I plan on attending the Extraordinary General Meeting or the Class A Meeting, should I return my proxy card?

Yes. Whether or not you plan to attend, after carefully reading and considering the information contained in this proxy statement, please complete, sign and return each applicable proxy card. Returning proxy cards as soon as possible helps ensure that your shares may be represented at the applicable meeting.

May I change my mind after I return my proxy?

Yes. You may revoke a proxy for any specific meeting at any time before the polls close at that meeting by:

●

sending a written notice to the Secretary of the Company stating that you would like to revoke your proxy of a particular date for that specific meeting;

●

signing another proxy card with a later date for that same meeting and returning it to the Secretary before the polls close at that meeting; or

●

attending that specific meeting and voting in person.

Revoking your proxy for one meeting will not affect your proxy for the other meeting.

What does it mean if I receive more than one proxy card?

You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards and all Class B Written Resolution Forms that apply to you to ensure that all of your shares are voted or counted.

What happens if I do not indicate how to vote my proxy or return the completed, signed and dated Class B Written Resolution Form?

Signed and dated proxy cards received by the Company without an indication of how the shareholder desires to vote on a proposal at the meeting to which that specific proxy card relates will be voted in favor of each proposal presented at that meeting.

Holders of Class B Ordinary Shares must clearly indicate their approval of a proposal on the Class B Written Resolution Form by returning a completed, signed and dated Class B Written Resolution Form before the deadline.

Will my shares be voted if I do not sign and return my proxy card or Class B Written Resolution Form?

If you do not sign and return the proxy card for a particular meeting, your shares will not be voted at that meeting unless you vote in person at that meeting. Returning a proxy card for one meeting does not constitute voting instructions for the other meeting.

For holders of Class B Ordinary Shares, if you do not sign and return the Class B Written Resolution Form, your Class B Ordinary Shares will not be counted as approving the proposals for purposes of the Class B written resolution action.

How many votes are required to approve the proposals?

Proposals No. 1, 2 and 3: Approval of these proposals require a simple majority of the votes cast by shareholders entitled to vote at the Extraordinary General Meeting, as well as a simple majority of the votes cast by holders of Class A Ordinary Shares at the Class A Meeting.

Proposal No. 4: Approval of this proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote at the Extraordinary General Meeting in person or, in the case of any shareholder being a corporation, by its duly authorized representative or by proxy at the Extraordinary General Meeting.

In addition, not less than two-thirds of the votes cast by holders of Class A Ordinary Shares at the Class A Meeting must be in favor for the Class B Variation. Furthermore, written approval must be obtained from holders of Class B Ordinary Shares representing not less than two-thirds of the Class B Ordinary Shares, with each Class B Ordinary Share carrying one vote.

Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of any proposal at the Extraordinary General Meeting or the Class A Meeting. For purposes of the Class B Written Resolution, Class B Ordinary Shares for which a signed Class B Written Resolution Form is not received will not be counted as approving the applicable proposal.

Is my vote kept confidential?

Proxies, ballots, Class B Written Resolution Forms and voting tabulations identifying shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.

Where do I find the voting results?

We will announce voting results at the Extraordinary General Meeting and the Class A Meeting and furnish a report on Form 6-K with the SEC reporting the voting results. The results of the Class B written resolution solicitation will also be disclosed in such report.

Who can help answer my questions?

You can contact the investor relations team of the Company at +86 400 012 7562 or by sending a letter to the offices of the Company at 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province, People’s Republic of China 214000, or by email at ir@parkha.cn with any questions about the proposals described in this proxy statement or how to vote or deliver your Class B Written Resolution Form.

THE EXTRAORDINARY GENERAL MEETING AND CLASS A MEETING; CLASS B ACTION BY WRITTEN RESOLUTION

General

We are furnishing this proxy statement as part of the solicitation of proxies for use at the Extraordinary General Meeting and the Class A Meeting to be held on July 13, 2026, and as part of the solicitation of written resolutions from holders of Class B Ordinary Shares. This proxy statement is first being furnished to shareholders on or about July 6, 2026.

Date, Time and Place of the Extraordinary General Meeting and Class A Meeting; Deadline for Class B Written Resolution

The Extraordinary General Meeting and Class A Meeting will be held on July 13, 2026, at the address above, at the following times:

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Extraordinary General Meeting: 10:30 A.M. local time,

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Class A Meeting: 11:00 A.M. local time, or as soon thereafter as the Extraordinary General Meeting has concluded or been adjourned.

No separate Class B meeting will be held. Holders of Class B Ordinary Shares are requested to act by written resolution. The deadline for returning the Class B Written Resolution Form is 9:00 P.M. local time on July 10, 2026.

Purpose of the Extraordinary General Meeting, Class A Meeting and Class B Written Resolution

At the Extraordinary General Meeting and the Class A Meeting, the Company will ask shareholders to consider and vote upon the following proposals. Holders of Class B Ordinary Shares are also being asked to approve the same proposals by written resolution in lieu of a separate Class B meeting:

Subject to the approval of Proposal No. 1 and the separate approvals by the holders of the Class A Ordinary Shares and Class B Ordinary Shares in accordance with Article 6 the Company’s existing amended and restated memorandum and articles of association, , the Company to adopt the Amended and Restated Memorandum and Articles of Association in the form produced to the Extraordinary General Meeting and the Class A Meeting and attached as Appendix 1 to the Notice of Meetings, in substitution for, and to the exclusion of, the Company’s existing Amended and Restated Memorandum and Articles of Association (the “Proposal No. 4”).

Record Date and Voting Power

Our Board fixed the close of business on July 2, 2026 as the record date for the determination of the outstanding shares entitled to notice of, and to vote on, the matters presented at the Extraordinary General Meeting and the Class A Meeting, and for the determination of the holders of Class B Ordinary Shares entitled to act by written resolution. As of the Record Date, there were 5,930,216 Class A Ordinary Shares and 381,000 Class B Ordinary Shares outstanding.

At the Extraordinary General Meeting, each Class A Ordinary Share entitles the holder thereof to one vote and each Class B Ordinary Share entitles the holder thereof to twenty (20) votes. Accordingly, a total of 13,550,216 votes may be cast at the Extraordinary General Meeting.

At the Class A Meeting, each Class A Ordinary Share entitles the holder thereof to one vote. Accordingly, a total of 5,930,216 votes may be cast at the Class A Meeting.

For the Class B Written Resolution, each Class B Ordinary Share entitles the holder thereof to one vote. Accordingly, a total of 7,620,000 votes may be counted for purposes of the Class B Written Resolution.

Quorum and Required Vote

For the Extraordinary General Meeting, one or more persons holding or representing (or, in the case of a corporate shareholder, by its duly authorized representative) no less than 30% of the votes of the issued and outstanding shares of the Company shall constitute a quorum. For the Class A Meeting, the necessary quorum shall be one or more persons holding or representing by proxy one-third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

The required vote for each proposal is as stated in the Q&A above. Please note that the voting body differs for each meeting or action:

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Extraordinary General Meeting: holders of Class A Ordinary Shares and Class B Ordinary Shares vote on all proposals, with Class A Ordinary Shares carrying one vote per share and Class B Ordinary Shares carrying twenty (20) votes per share.

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Class A Meeting: only holders of Class A Ordinary Shares vote on all proposals, with each Class A Ordinary Share carrying one vote.

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Class B Written Resolution: only holders of Class B Ordinary Shares act on all proposals by written resolution, with each Class B Ordinary Share carrying one vote for purposes of the Class B Written Resolution.

Proposal No. 1, Proposal No. 2 and Proposal No. 3 require the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or by proxy at the Extraordinary General Meeting, and Proposal No. 4 requires the affirmative vote of not less than two-thirds of the votes cast by such shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or by proxy at the 2026 Extraordinary General Meeting.

Class A Meeting Proposal No. 1 requires the affirmative vote of not less than two-thirds of the votes cast by Class A Ordinary Shareholders as, being entitled so to do, vote in person or, in the case of any shareholder being a corporation, by its duly authorized representative or by proxy at the Class A Meeting.

No quorum requirement applicable to the Class B Written Resolution Form. In order to approve the Class B Variation, the consent in writing of the holders of two-thirds of the issued Class B Ordinary Shares must be obtained.

Revocability of Proxies

Any proxy may be revoked by the shareholder of record giving it at any time before it is voted, as described in the Q&A above, to the extent permitted by the Companies Act of the Cayman Islands and the Company’s memorandum and articles of association.

If the shares are held by a broker or bank as nominee or agent, such beneficial owners should follow the instructions provided by their broker or bank.

Proxy Solicitation Costs

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying forms of proxy and Class B Written Resolution Form, and the cost of soliciting proxies and written resolutions relating to the Extraordinary General Meeting, the Class A Meeting and the Class B written resolution solicitation, will be borne by the Company. If any additional solicitation is deemed necessary, we, through our directors and officers, anticipate making such solicitation directly. The solicitation by mail may be supplemented by telephone, email and personal solicitation by officers, directors and other employees of the Company, but no additional compensation will be paid to such individuals.

No Right of Appraisal

Neither Cayman Islands law nor our memorandum and articles of association provides for appraisal or other similar rights for dissenting shareholders in connection with any of the proposals to be voted upon at the Extraordinary General Meeting or the Class A Meeting or to be acted upon by Class B written resolution. Accordingly, our shareholders will have no right to dissent and obtain payment for their shares.

Who Can Answer Your Questions about Voting Your Shares or Delivering Your Class B Written Resolution Form?

Principal Offices

The principal executive offices of our Company are located at 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province, People’s Republic of China 214000. The Company’s telephone number at such address is +86 400 012 7562.

EXTRAORDINARY GENERAL MEETING PROPOSAL NO. 1
INCREASE OF SHARE CAPITAL

The Board has approved, and directed that there be submitted to the shareholders of the Company for approval, an increase in the Company’s authorised share capital from US$3,000,000 divided into 3,000,000,000 ordinary shares of par value US$0.001 each, comprising 2,400,000,000 class A ordinary shares of par value US$0.001 each and 600,000,000 class B ordinary shares of par value US$0.001 each, to US$300,000,000 divided into 300,000,000,000 ordinary shares of par value US$0.001 each, comprising 240,000,000,000 class A ordinary shares and 60,000,000,000 class B ordinary shares by creating additional 297,000,000,000 ordinary shares by the creation of additional each to rank pari passu in all respects with the existing shares in the capital of the Company (the “Increase of Share Capital”).

Following the Increase of Share Capital, each Class A Ordinary Share would be entitled to one vote and each Class B Ordinary Share would be entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company and with such other rights, preferences and privileges as set forth in the Company’s then effective memorandum and articles of association, unless and until the Class B Variation described in Proposal No. 4 becomes effective.

The resolution to be proposed shall be as follows:

IT IS RESOLVED THAT by way of ordinary resolutions (the “Proposal No. 1”):

(a) the Increase of Share Capital is in the best interests of and of commercial benefit to the Company and its shareholders;

(b) the Increase of Share Capital be approved, such that the Company’s authorised share capital shall be increased from US$3,000,000.00 divided into 3,000,000,000 ordinary shares of par value US$0.001 each, comprising 2,400,000,000 class A ordinary shares of par value US$0.001 each and 600,000,000 class B ordinary shares of par value US$0.001 each to US$300,000,000.00 divided into 300,000,000,000 ordinary shares of par value US$0.001 each divided into (i) 240,000,000,000 Class A ordinary shares with a par value of US$0.001 and (ii) 60,000,000,000 Class B ordinary shares with a par value of US$0.001, by the creation of additional 297,000,000,000 ordinary shares of par value US$0.001 each to rank pari passu in all respects with the existing shares in the capital of the Company, with effect immediately ;

(d) the transfer agent of the Company be directed to update the listed register of members of the Company maintained with the transfer agent in connection with the Increase of Share Capital, and, if required, cancel the original share certificate or certificates in respect of the existing issued Ordinary Shares and issue new share certificate or certificates to the shareholders as a result of the Increase of Share Capital.

At the Extraordinary General Meeting, Proposal No. 1 will be approved if the affirmative vote of a simple majority of the votes cast by shareholders entitled to vote at the Extraordinary General Meeting vote “FOR” the proposal. At the Class A Meeting, the Class A Meeting Proposal No. 1 will be approved if the affirmative vote of a simple majority of the votes cast by holders of Class A Ordinary Shares entitled to vote at the Class A Meeting vote “FOR” the proposal. For holders of Class B Ordinary Shares acting by written resolution, the Class A Meeting Proposal No. 1 will be approved if the Class B Written Resolution Forms received represent a simple majority of the Class B Ordinary Shares, with each Class B Ordinary Share carrying one vote. Abstentions and broker non-votes will have no effect on the result of the vote at the Extraordinary General Meeting or the Class A Meeting. For purposes of the Class B Written Resolution, Class B Ordinary Shares for which a signed Class B Written Resolution Form is not received, or for which approval is not clearly indicated, will not be counted as approving the proposal.

The Increase of Share Capital will become effective upon approval of our shareholders.

The proposed Increase of Share Capital will not affect in any way the validity or transferability of share certificates outstanding, the capital structure of the Company or the trading of the Company’s shares on the Nasdaq Capital Market. If the amendment is passed by our shareholders, it will not be necessary for shareholders to surrender their existing share certificates. Instead, when certificates are presented for transfer, new certificates representing Class A Ordinary Shares or Class B Ordinary Shares, as the case may be, will be issued.

EXTRAORDINARY GENERAL MEETING PROPOSAL NO. 2
DUAL CLASS SHARE CONSOLIDATIONS

The Board has approved, and is seeking shareholder approval to approve, conditional upon the determination of a consolidation ratio by the Board, the consolidation of all of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares of the Company (collectively, the “Shares”) at any one time or multiple times within a period of three (3) years after the date of passing of this resolution at the consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the aggregate consolidation ratio for all such share consolidations (together, the “Dual Class Share Consolidations”, and each a “Dual Class Share Consolidation”) shall not be less than 2-for-1 nor greater than 5,000-for-1, with such consolidated Shares having the same rights and being subject to the same restrictions, other than as to par value, as the existing Shares of such class as set out in the Company’s memorandum and articles of association, and provided further that each such Dual Class Share Consolidation shall be implemented in compliance with applicable Nasdaq notification and disclosure requirements, including the filing of a Company Event Notification Form under Nasdaq Listing Rule 5250(e)(7) at least ten (10) calendar days prior to the effective date of such consolidation and public disclosure under Nasdaq Listing Rule 5250(b)(4) at least two (2) business days prior to the effective date of such consolidation.

IT IS FURTHER NOTED THAT, in determining whether to implement any Dual Class Share Consolidation, the applicable consolidation ratio and the treatment of any fractional Shares, the Board shall consider the expected impact of such Dual Class Share Consolidation and fractional share treatment on the Company’s continued listing on the Nasdaq Capital Market, including the number of publicly held shares, the market value of publicly held shares, the number of public holders, the minimum bid price requirement and any other applicable continued listing requirements.

The resolution to be proposed shall be as follows:

IT IS RESOLVED THAT, by way of ordinary resolutions, and conditional upon the approval of the Board in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”) (the “Proposal No. 2”):

(a) all of the issued and unissued shares of the Company (collectively, the “Shares”) be consolidated, at any one time or multiple times during a period of up to three (3) years from the date of the Extraordinary General Meeting and the Class A Meeting, in each case, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the aggregate consolidation ratio for any and all such Dual Class Share Consolidation(s) shall not be less than 2-for-1 nor greater than 5,000-for-1, and provided further that the actual consolidation ratio for each such Dual Class Share Consolidation shall be publicly disclosed at least two (2) business days prior to its effective date, with such consolidated Shares having the same rights and being subject to the same restrictions, other than as to par value, as the existing Shares of such class as set out in the then effective memorandum and articles of association of the Company;

(b) no fractional Shares be issued in connection with the Dual Class Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon a Dual Class Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share, and any such rounding shall be applied consistently to all shareholders of the same class;

(c) in determining the treatment of fractional Shares in connection with any Dual Class Share Consolidation, the Board shall consider, among other things, the potential impact of such treatment on the number of public holders, the number of publicly held shares and the market value of publicly held shares for purposes of the Company’s continued listing on the Nasdaq Capital Market, and shall be authorised to take such actions as it considers necessary or advisable to preserve compliance with applicable Nasdaq continued listing requirements, subject to the Companies Act, the memorandum and articles of association and applicable law;

(d) the registered office provider be instructed and directed to make the necessary filings with the Registrar;

(e) any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Dual Class Share Consolidation(s), including the reduction of the number of authorised shares, be and is hereby approved, such amendment to be determined by the Board in its sole discretion, provided that such change shall not take effect until the relevant filing with the Cayman Islands Companies Registry has been made; and

(f) any one director or officer of the Company (each, an “Authorised Person”) be and is hereby authorised for and on behalf of the Company to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Dual Class Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion, including, without limitation, making all necessary filings with Nasdaq, including the Company Event Notification Form under Rule 5250(e)(7), causing the required public disclosure under Rule 5250(b)(4), and coordinating with The Depository Trust & Clearing Corporation regarding the eligibility of any new CUSIP numbers in connection therewith.

The purpose of seeking this authority is to provide the Board with flexibility to implement one or more share consolidations if it determines that doing so is in the best interests of the Company and its shareholders, including to maintain an appropriate capital structure, facilitate compliance with applicable listing requirements, or achieve other corporate objectives.

The Board is not required to implement any share consolidation and may determine not to proceed with any share consolidation if it concludes that doing so would not be in the best interests of the Company and its shareholders.

At the Extraordinary General Meeting, Proposal No. 2 will be approved if the affirmative vote of a simple majority of the votes cast by shareholders entitled to vote at the Extraordinary General Meeting vote “FOR” the proposal. At the Class A Meeting, Proposal No. 2 will be approved if the affirmative vote of a simple majority of the votes cast by holders of Class A Ordinary Shares entitled to vote at the Class A Meeting vote “FOR” the proposal. For holders of Class B Ordinary Shares acting by written resolution, Proposal No. 2 will be approved if the Class B Written Resolution Forms received represent a simple majority of the Class B Ordinary Shares, with each Class B Ordinary Share carrying one vote. Abstentions and broker non-votes will have no effect on the result of the vote at the Extraordinary General Meeting or the Class A Meeting. For purposes of the Class B Written Resolution, Class B Ordinary Shares for which a signed Class B Written Resolution Form is not received, or for which approval is not clearly indicated, will not be counted as approving the proposal.

EXTRAORDINARY GENERAL MEETING PROPOSAL NO. 3
DUAL CLASS SHARE SUBDIVISIONS

The Board has approved, and is seeking shareholder approval to approve, conditional upon the determination of a subdivision ratio by the Board, the subdivision of all of the Company’s issued and unissued Class A Ordinary Shares and Class B Ordinary Shares of the Company (collectively, the “Shares”) at any one time or multiple times within a period of three (3) years after the date of passing of this resolution at the subdivision ratio and effective time as the Board may determine in its sole discretion, provided always that the aggregate subdivision ratio for all such share subdivisions (together, the “Dual Class Share Subdivisions”, and each a “Dual Class Share Subdivision”) shall not be less than 2-for-1 nor greater than 100-for-1, with such subdivided Shares having the same rights and being subject to the same restrictions, other than as to par value, as the existing Shares of such class as set out in the Company’s memorandum and articles of association, and provided further that the actual subdivision ratio for each such Dual Class Share Subdivision shall be publicly disclosed prior to its effective date;

The resolution to be proposed shall be as follows:

IT IS RESOLVED THAT, by way of ordinary resolutions and conditional upon the approval of the Board in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”) (the “Proposal No. 3”):

(a) all of the issued and unissued outstanding shares of the Company (collectively, the “Shares”) be subdivided, at any one time or multiple times during a period of up to three (3) years from the date of the Extraordinary General Meeting and the Class A Meeting, in each case, at the exact subdivision ratio and effective time as the Board may determine in its sole discretion, provided always that the aggregate subdivision ratio for any and all such Dual Class Share Subdivision(s) shall not be less than 2-for-1 nor greater than 100-for-1, with such subdivided Shares having the same rights and being subject to the same restrictions, other than as to par value, as the existing Shares of such class as set out in the then effective memorandum and articles of association of the Company;

(b) no fractional Shares be issued in connection with the Dual Class Share Subdivision(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon a Dual Class Share Subdivision, the total number of Shares to be received by such shareholder be rounded up to the next whole Share, and any such rounding shall be applied consistently to all shareholders of the same class;

(d) any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Dual Class Share Subdivision(s), be and is hereby approved, such amendment to be determined by the Board in its sole discretion, provided that such change shall not take effect until the relevant filing with the Cayman Islands Companies Registry has been made; and

(e) any Authorised Person be and is hereby authorised for and on behalf of the Company to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Dual Class Share Subdivision(s), if and when deemed advisable by the Board in its sole discretion, including, without limitation, making all necessary filings with Nasdaq, causing the required public disclosure, and coordinating with The Depository Trust & Clearing Corporation regarding the eligibility of any new CUSIP numbers in connection therewith.

The Board is not required to implement any share subdivision and may determine not to proceed with any share subdivision if it concludes that doing so would not be in the best interests of the Company and its shareholders

At the Extraordinary General Meeting, Proposal No. 3 will be approved if the affirmative vote of a simple majority of the votes cast by shareholders entitled to vote at the Extraordinary General Meeting vote “FOR” the proposal. At the Class A Meeting, Proposal No. 3 will be approved if the affirmative vote of a simple majority of the votes cast by holders of Class A Ordinary Shares entitled to vote at the Class A Meeting vote “FOR” the proposal. For holders of Class B Ordinary Shares acting by written resolution, Proposal No. 3 will be approved if the Class B Written Resolution Forms received represent a simple majority of the Class B Ordinary Shares, with each Class B Ordinary Share carrying one vote. Abstentions and broker non-votes will have no effect on the result of the vote at the Extraordinary General Meeting or the Class A Meeting. For purposes of the Class B Written Resolution, Class B Ordinary Shares for which a signed Class B Written Resolution Form is not received, or for which approval is not clearly indicated, will not be counted as approving the proposal.

EXTRAORDINARY GENERAL MEETING PROPOSAL NO. 4
ADOPTION OF AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board has approved, and is seeking shareholder approval to amend the currently effective memorandum and articles of association by adopting the proposed Amended and Restated Memorandum and Articles of Association (the “Amended M&A”), to (i) effect variation of the rights of Class B Ordinary Shares of the Company separately considered by the holders of Class A Ordinary Shares and Class B Ordinary Shares of the Company; (ii) enable directors of the Company to deal with fractional shares resulting from share consolidations and share subdivisions; (iii) reduce the notice period for general meetings of the Company to five (5) clear days, with the calculation of “clear days” to be expressly set forth in the Amended M&A, excluding the day of service and the day of the meeting; (iv) grant a second or casting vote to the chairman of a general meeting in the case of an equality of votes, provided that such second or casting vote shall not apply to any separate class meeting or any resolution where the Companies Act of the Cayman Islands (as revised), the memorandum and articles of association of the Company, the Nasdaq Listing Rules or applicable law requires approval by a specified majority or by a separate class of shareholders; and (vi) make other consequential and administrative updates. The draft of the Amended M&A is attached as Appendix 1 hereto

The resolution to be proposed shall be as follows:

IT IS RESOLVED AS A SPECIAL RESOLUTION THAT, subject to the separate approvals by the Class A Ordinary Shareholders at the Class A Meeting and by the Class B Ordinary Shareholders by way of written consent, as applicable in accordance with Article 6 of the Company’s existing amended and restated memorandum and articles of association (the “Proposal No. 5”):

(a) the adoption of the Amended M&A is in the best interests of and of commercial benefit to the Company and its shareholders;

(c) the Amended M&A be adopted as the memorandum and articles of association of the Company in their entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company; and

(d) the registered office provider be instructed and directed to make the necessary filings with the Cayman Islands Companies Registry in connection with the Amended M&A.

At the Extraordinary General Meeting, Proposal No. 4 will be approved if the affirmative vote of not less than two-thirds of the votes cast by shareholders entitled to vote at the Extraordinary General Meeting vote “FOR” the proposal. Unless otherwise instructed on the applicable proxy card, shares represented by executed proxies will be voted “FOR” this proposal. Abstentions and broker non-votes will not be counted as votes cast and will not affect the outcome of this proposal at the Extraordinary General Meeting or the Class A Meeting, although they will be counted for purposes of determining whether there is a quorum present.

CLASS A MEETING PROPOSAL NO. 1

CLASS B VARIATION

The Board has approved, subject to the separate approval of the holders of Class B Ordinary Shares and Class A Ordinary Shares in accordance with Article 6 of the Company’s Amended and Restated Memorandum and Articles of Association, the variation of the voting rights attaching to the Class B Ordinary Shares such that each Class B Ordinary Share will carry one hundred (100) votes instead of twenty (20) votes.

The resolution to be proposed shall be as follows:

IT IS RESOLVED THAT, by way of a special resolution, subject to the approval of the holders of Class B Ordinary Shares by way of written consent in accordance with Article 6 of the Company’s existing amended and restated memorandum and articles of association, the voting rights attaching to each Class B Ordinary Share be varied such that each Class B Ordinary Share shall carry one hundred (100) votes instead of twenty (20) votes, and any Authorised Person be and is hereby authorised for and on behalf of the Company to do all such acts and things as such Authorised Person considers necessary or desirable to implement, carry out and give effect to the foregoing (the “Class A Meeting Proposal No. 1”).

At the Class A Meeting, the Class A Meeting Proposal No. 1will be approved if the affirmative vote of not less than two-thirds of the votes cast by holders of Class A Ordinary Shares entitled to vote at the Class A Meeting vote “FOR” the proposal.

OTHER MATTERS

Our Board knows of no other matter to be presented at the Extraordinary General Meeting or the Class A Meeting. If any additional matter should properly come before either meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters. No matters other than those described in this proxy statement are contemplated for the Class B written resolution solicitation.

OTHER INFORMATION

Proxy Solicitation

The solicitation of proxies is made on behalf of the Board and we will bear the cost of soliciting proxies and written resolutions. Proxies and written resolutions may be solicited through the mail and through telephonic, email or other communications to, or by meetings with, shareholders or their representatives by our directors, officers and other employees who will receive no additional compensation therefor. We may also retain a proxy solicitation firm to assist us in obtaining proxies and written resolutions by mail, facsimile or email from record and beneficial holders of shares for the Extraordinary General Meeting, the Class A Meeting and the Class B written resolution solicitation. If we retain a proxy solicitation firm, we expect to pay such firm reasonable and customary compensation for its services, including out-of-pocket expenses.

We request persons such as brokers, nominees and fiduciaries holding ordinary shares in their names for others, or holding ordinary shares for others who have the right to give voting or written resolution instructions, to forward proxy materials and Class B Written Resolution Forms to their principals and to request authority for the execution of the proxy or Class B Written Resolution Form. We will reimburse such persons for their reasonable expenses.

Delivery of Proxy Materials to Households

Only one copy of this proxy statement is being delivered to multiple registered shareholders who share an address unless we have received contrary instructions from one or more of the shareholders. A separate form of proxy for the Extraordinary General Meeting, a separate form of proxy for the Class A Meeting, and a separate Class B Written Resolution Form are being included for each account at the shared address, as applicable. Registered shareholders who share an address and would like to receive a separate copy of this proxy statement, or have questions regarding the householding process, may contact the investor relations team of the Company by email at ir@parkha.cn or by written request to the Company’s address. Promptly upon request, a separate copy of this proxy statement will be sent. By contacting the investor relations team of the Company at ir@parkha.cn, registered shareholders sharing an address can also (i) notify the Company that the registered shareholders wish to receive separate proxy statements and/or notices in the future or (ii) request delivery of a single copy of proxy statements in the future if registered shareholders at the shared address are receiving multiple copies.

Many brokers, brokerage firms, broker/dealers, banks and other holders of record have also instituted “householding,” which is the delivery of one copy of materials to multiple shareholders who share an address. If your family has one or more “street name” accounts under which you beneficially own shares of our ordinary shares, you may have received householding information from your broker, brokerage firm, broker/dealer, bank or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding.

Where You Can Find Additional Information

The Company is subject to the informational requirements of the Exchange Act and, in accordance therewith, furnishes or files reports and other information with the SEC. Such reports and other information are available on the SEC’s website at *www.sec.gov*. Shareholders who have questions regarding any aspect of the matters discussed in this proxy statement should contact the investor relations team of the Company at 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province, People’s Republic of China 214000, by telephone at +86 400 012 7562, or by email at ir@parkha.cn.

Exhibit 99.2

PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation
Campus 196 Jinghui East Road Xinwu District, Wuxi, Jiangsu
Province People’s Republic of China 214000

PROXY FOR THE 2026 EXTRAORDINARY GENERAL MEETING
To Be Held at 10:30 A.M. local time on July 13, 2026
(Record Date — July 2, 2026)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints ZHANG Xiaoqiu, as proxy of the undersigned, with full power to appoint her substitute, and hereby authorizes her to represent and to vote all the shares of PARK HA BIOLOGICAL TECHNOLOGY CO., LTD., which the undersigned is entitled to vote, as specified below on this card, at the 2026 Extraordinary General Meeting of PARK HA BIOLOGICAL TECHNOLOGY CO., LTD. on July 13, 2026, at 10:30 A.M., local time, at 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province People’s Republic of China 214000 and at any adjournment or postponement thereof. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share entitles the holder to twenty (20) votes.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote in his discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
EACH PROPOSAL SET FORTH BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK

PROPOSAL NO. 1: As an ordinary resolution, to approve an increase in the authorised share capital of the Company from US$3,000,000.00 divided into 3,000,000,000 ordinary shares of par value US$0.001 each, comprising 2,400,000,000 Class A Ordinary Shares and 600,000,000 Class B Ordinary Shares, to US$300,000,000 by creating additional 297,000,000,000 ordinary shares of par value US$ 0.001 each to rank pari passu in all respects with the existing shares in the capital of the Company such that the Company will be authorised to issue 300,000,000,000 ordinary shares of par value US$0.001 each, comprising 240,000,000,000 Class A Ordinary Shares and 60,000,000,000 Class B Ordinary Shares.

For		Against		Abstain
☐		☐		☐

PROPOSAL NO. 2: As an ordinary resolution, to approve that the Board be and is hereby authorised, in its sole discretion, to effect one or more consolidations of all of the Company’s authorised, issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares at any time during the three (3)-year period following the date of the Extraordinary General Meeting, with the exact consolidation ratio and effective time to be determined by the Board in its sole discretion, provided that the aggregate consolidation ratio resulting from any and all such share consolidations shall not be less than 2-for-1 nor greater than 5,000-for-1, and that the consolidated shares shall have the same rights and be subject to the same restrictions (other than any adjustment to par value) as the corresponding shares immediately prior to such share consolidation under the Company’s then effective Amended and Restated Memorandum and Articles of Association.

For		Against		Abstain
☐		☐		☐

PROPOSAL NO. 3: As an ordinary resolution, to approve that Board be and is hereby authorised, in its sole discretion, to effect one or more subdivisions of all of the Company’s authorised, issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares at any time during the three (3)-year period following the date of the Extraordinary General Meeting, with the exact subdivision ratio and effective time to be determined by the Board in its sole discretion, provided that the aggregate subdivision ratio resulting from any and all such share subdivisions shall not be less than 2-for-1 nor greater than 100-for-1, and that the subdivided shares shall have the same rights and be subject to the same restrictions (other than any adjustment to par value) as the corresponding shares immediately prior to such share subdivision under the Company’s then effective Amended and Restated Memorandum and Articles of Association.

For		Against		Abstain
☐		☐		☐

PROPOSAL NO. 4: As a special resolution, subject to the approval of Proposal No.1 and the separate approvals by the holders of the Class A Ordinary Shares and Class B Ordinary Shares in accordance with the Company’s existing amended and restated memorandum and articles of association, to approve the Company’s adoption of the Amended and Restated Memorandum and Articles of Association in the form produced to the Meeting and attached as Appendix 1 to the Notice of Extraordinary General Meeting, in substitution for, and to the exclusion of, the Company’s existing Amended and Restated Memorandum and Articles of Association.

For		Against		Abstain
☐		☐		☐

Please indicate if you intend to attend this meeting ☐ YES ☐ NO

This Proxy is solicited on behalf of the management of PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.

TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy

Enter Your Control Number:

TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com

TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616

TO VOTE BY MAIL: Please sign, date and mail to:

Proxy Team

Transhare Corporation

17755 US Highway 19 N

Suite 140

Clearwater FL 33764

Signature of Shareholder:				Account Number (if any):
Date:				Stock Certificate Number(s):
No. of Shares Entitled to Vote:

Note:

Please sign exactly as your name or names appear in the Company’s stock transfer books. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.

If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person.

Please provide any change of address information in the spaces below in order that we may update our records:

Address: _______________________________________

Exhibit 99.3

PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation
Campus 196 Jinghui East Road Xinwu District, Wuxi, Jiangsu
Province People’s Republic of China 214000

PROXY FOR THE CLASS A MEETING
To Be Held at 11:00 A.M. local time on July 13, 2026

(Or as soon thereafter as the Extraordinary General Meeting has concluded or been adjourned)
(Record Date — July 2, 2026)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints ZHANG Xiaoqiu, as proxy of the undersigned, with full power to appoint her substitute, and hereby authorizes her to represent and to vote all the shares of PARK HA BIOLOGICAL TECHNOLOGY CO., LTD., which the undersigned is entitled to vote, as specified below on this card, at the meeting of holders of our Class A Ordinary Shares (the “Class A Meeting”) of PARK HA BIOLOGICAL TECHNOLOGY CO., LTD. on July 13, 2026, at 11:00 A.M., local time (or as soon thereafter as the Extraordinary General Meeting has concluded or been adjourned), at 901 & 901-2, Building C Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Xinwu District, Wuxi, Jiangsu Province People’s Republic of China 214000 and at any adjournment or postponement thereof. Each Class A Ordinary Share is entitled to one vote.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR THE PROPOSAL. This proxy authorizes the above designated proxy to vote in his discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE PROPOSAL SET FORTH BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK

PROPOSAL NO. 1: By a special resolution, to approve that the voting rights attaching to each Class B Ordinary Share be increased from 20 (twenty) votes to 100 (one hundred) votes for each Class B Ordinary Share of which he is the holder.

For		Against		Abstain
☐		☐		☐

Please indicate if you intend to attend this meeting ☐ YES ☐ NO

This Proxy is solicited on behalf of the management of PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposal described above.

TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy

Enter Your Control Number:

TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com

TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616

TO VOTE BY MAIL: Please sign, date and mail to:

Proxy Team

Transhare Corporation

17755 US Highway 19 N

Suite 140

Clearwater FL 33764

Signature of Shareholder:

Account Number (if any):

Date:

Stock Certificate Number(s):

No. of Shares Entitled to Vote:

Note:

Please provide any change of address information in the spaces below in order that we may update our records:

Address: _______________________________________

Exhibit 99.4

Park Ha Biological Technology Co., Ltd.

Incorporated in the Cayman Islands with company number 394659

(the Company)

Written resolutions by the sole shareholder of Class B Ordinary Shares of the Company

The sole shareholder of Class B Ordinary Shares of the Company passes the resolutions set out below. Capitalised terms not otherwise defined in these resolutions shall have the meanings given to them in the Company’s current amended and restated articles of association (the Articles).

Background

It is noted that:

The Company proposes to ask the sole shareholder to approve the variation of the rights of shares in the Company so that each holder of Class B Ordinary Shares shall be entitled to exercise 100 votes for each Class B Ordinary Share they hold (the Class B Variation).

To effect the Class B Variation, Article 6 provides that if, at any time, the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied:

by, or with the approval of, the Directors without the consent of the holders of the Shares of that class if the Directors determine that the variation or abrogation is not materially adverse to the interests of those Shareholders; or

with the consent in writing of the holders of two-thirds of the issued Shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall, mutatis mutandis, apply, but so that the necessary quorum shall be one or more persons holding or representing by proxy one-third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

The Company proposes to hold

an extraordinary general meeting of holders of Class A Ordinary Shares (the Class A EGM), at which, among other things, holders of Class A Ordinary Shares will be asked to pass a Special Resolution consenting to the Class B Variation in accordance with Article 6.2; and

an extraordinary general meeting of all shareholders (the EGM), at which, among other things, shareholders will be asked to pass a Special Resolution adopting amended and restated articles of association in substitution for, and to the exclusion of, the Articles which shall reflect (among other things) the Class B Variation.

It is proposed that the sole shareholder of Class B Ordinary Shares consents to the Class B Variation by written resolution passed in accordance with Article 6.2(b) prior to the EGM.

Resolution

It is resolved, as a Special Resolution in accordance with Article 6.2(b), that the variation of the rights attaching to Class B Ordinary Shares resulting from the number of votes holders of Class B Ordinary Share are entitled to cast on a poll being increased from 20 votes to 100 votes for each Class B Ordinary Share she holds is approved.


Name: ZHANG Xiaoqiu		Date signed

Exhibit 99.5

THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS

AMENDED AND RESTATED

MEMORANDUM

ASSOCIATION

PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

(ADOPTED PURSUANT TO SPECIAL SHAREHOLDER RESOLUTIONS DATED [date])

An Exempted Company Limited By Shares

NAME

The name of the Company is Park Ha Biological Technology Co., Ltd.

STATUS

The Company is a company limited by shares.

REGISTERED OFFICE

The registered office of the Company is at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.

OBJECTS AND CAPACITY

Subject to paragraph 9 of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. The Company is a body corporate capable of exercising all the functions of a natural person of full capacity, irrespective of any question of corporate benefit.

SHARE CAPITAL

The share capital of the Company is USD300,000,000.00 divided into 300,000,000,000 ordinary shares of par value US$0.001 each divided into (i) 240,000,000,000 Class A ordinary shares with a par value of US$0.001 each with 1 vote per share and (ii) 60,000,000,000 Class B ordinary shares with a par value of US$0.001 each with 100 votes per share.

LIABILITY OF MEMBERS

The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.

CONTINUATION

The Company may exercise the powers contained in the Companies Act to transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be de-registered in the Cayman Islands.

DEFINITIONS

Capitalised terms used and not defined in this Memorandum of Association shall bear the same meaning as those given in the Articles of Association of the Company.

EXEMPTED COMPANY

The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

FINANCIAL YEAR

The financial year end of the Company is 31 October or such other date as the Directors may from time to time decide and annex to this Memorandum.

AMENDED AND RESTATED

ARTICLES

ASSOCIATION

PARK HA BIOLOGICAL TECHNOLOGY CO., LTD.

(ADOPTED PURSUANT TO SPECIAL SHAREHOLDER RESOLUTIONS DATED [date])

DEFINITIONS AND INTERPRETATION

1.1

The Regulations contained in Table A in the First Schedule to the Companies Act do not apply to the Company. In these Articles of Association, if not inconsistent with the context, the following words and expressions shall have the following meanings:

Articles means these Articles of Association;

Auditor means the auditor or auditors for the time being of the Company;

Board of Directors means the Directors (as defined below) assembled as a board or assembled as a committee appointed by that board;

Class A Ordinary Share means the class A ordinary shares of a nominal or par value of US$0.001 each of the Company, which have the rights set forth in these Memorandum and Articles.

Class B Ordinary Share means the class B ordinary shares of a nominal or par value of US$0.001 each of the Company, which have the rights set forth in these Memorandum and Articles.

Clear day(s) means in relation to a period of notice, that the period excludes both the day on which the notice is given (or deemed to be given) and the day of the event for which the notice is given.

Companies Act means the Companies Act (Revised), as amended or re-enacted from time to time;

Company means the above named company;

Conversion Date means in respect of a Conversion Notice means the day on which that Conversion Notice is delivered;

Conversion Notice means a written notice delivered to the Company at its office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 6.1(b);

Director means a director of the Company appointed in accordance with these Articles;

Distribution means a distribution, dividend (including an interim dividend) or other payment or transfer of property of the Company on or in respect of a Share (save in respect of its redemption or repurchase);

Electronic Transactions Act means the Electronic Transactions Act of the Cayman Islands;

Member or Shareholder means a person whose name is entered in the Register of Members as a holder of one or more Shares;

Memorandum means the Memorandum of Association of the Company;

Officer means any person appointed by the Directors to hold an office in the Company;

Ordinary Resolution means a resolution:

(a)

passed by a majority of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or

(b)

approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments signed in the aggregate by all such 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 more than one, is signed.

Register of Directors and Officers means the register of Directors and Officers maintained by the Company in accordance with these Articles;

Register of Members means the register of Members referred to in these Articles;

Registrar means the Registrar of Companies and includes the Deputy Registrar of Companies;

Registered Office means the registered office for the time being of the Company;

Seal means any seal which has been duly adopted as the common seal of the Company and includes every duplicate seal;

Secretary means the person appointed to perform any or all of the duties of secretary of the Company, including any assistant secretary;

Share means , together, Class A Ordinary Shares and Class B Ordinary Shares in the capital of the Company, including a fraction of such share issued or authorised to be issued by the Company;

Special Resolution means a special resolution passed in accordance with Section 60 of the Companies Act, being a resolution:

(a)

passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given and where a poll is taken regard shall be had in computing such a majority to the number of votes to which each Shareholder is entitled; or

(b)

approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments signed in the aggregate by all such Members, and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments if more than one, is executed;

Treasury Share means a Share that has been repurchased, redeemed, surrendered to or otherwise acquired by the Company and not cancelled; and

Written includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange and electronic mail in accordance with the Electronic Transactions Act and in writing shall be construed accordingly.

1.2

In the Memorandum and these Articles, unless the context otherwise requires a reference to:

(a)

words importing the masculine gender include the feminine gender;

(b)

any Cayman Islands law or regulation, is a reference to such law or regulation as amended or re-enacted from time to time;

(c)

the singular includes the plural and vice versa;

(d)

a person includes all legal persons and natural persons; and

(e)

legal persons include all forms of corporate entity and any other person having capacity to act in its own name created by or in accordance with the laws or regulations of any jurisdiction.

1.3

Headings are for ease of reference only and shall be disregarded in interpreting the Memorandum and the Articles.

COMMENCEMENT OF BUSINESS

2.1

Commencement. The business of the Company may be commenced at such time as determined by the Directors.

2.2

Commencement Costs and Expenses. The Directors may pay, out of capital or other money of the Company, all costs and expenses incurred in the establishment and registration of the Company.

REGISTERED SHARES

3.1

Registered Shares. The Company shall issue registered Shares only.

3.2

No Bearer Shares. The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares.

SHARE CERTIFICATES

4.1

Share Certificates. Unless and until the Directors resolve to issue share certificates, no share certificate shall be issued, and the records of the shareholdings of each Member shall be in uncertified book entry form. If the Directors do resolve to issue share certificates in respect of any one or more classes of Shares, then every Member holding such Shares shall be entitled, upon written request only, to a certificate signed by a Director or Secretary, or any other person authorised by a resolution of the Directors, or under the Seal specifying the class and number of Shares held by him and the signature of the Director, Secretary or authorised person and the Seal may be facsimiles or affixed by electronic means pursuant to the Electronic Transactions Act.

4.2

Indemnity and Replacement. Any Member receiving a certificate shall indemnify and hold the Company and its Directors and Officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed or, in connection with any proposed share transfer, a new certificate may be issued, on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by the Directors.

4.3

Joint Holders. If several Members are registered as joint holders of any Shares, any one of such Members may give an effectual receipt for any share certificate.

ISSUE OF SHARES

5.1

Issue. Subject to the provisions, if any, of the Memorandum and directions given by any Ordinary Resolution and the rights attaching to any class of existing Shares, the Directors may issue, allot, grant options over or otherwise dispose of Shares (including any fractions of Shares) and other securities of the Company at such times, to such persons, for such consideration and on such terms as the Directors may determine.

5.2

Preferred Shares. Shares and other securities of the Company may be issued by the Directors with such preferred, deferred or other special rights, restrictions or privileges whether in regard to voting, Distributions, a return of capital, or otherwise and in such classes and series, if any, as the Directors may determine.

5.3

Ordinary Shares. Subject to Article 6.1, where the Directors issue a Share having no preferred, deferred, redemption or other special rights, it shall be issued as an ordinary Share and entitle the holder, subject to any other Share having any preferred, deferred, redemption or other special rights, to:

(a)

receive notice of, attend and vote at any general meeting of the Company and on any Ordinary Resolution or Special Resolution;

(b)

an equal share in any dividend or other Distribution paid by the Company; and

(c)

an equal share in the distribution of the surplus assets of the Company.

5.4

Consideration for Share Issue. A Share may be issued for consideration in any form, including money, a promissory note or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.

5.5

Register of Members. The Register of Members kept by the Company shall contain:

(a)

the names and addresses of each Member;

(b)

a statement of the Shares held by each Member;

(c)

the distinguishing numbers of the Shares of each Member (if any);

(d)

the amount paid, or agreed to be considered as paid, on the Shares of each Member;

(e)

the date on which the name of each person was entered on the register as a Member; and

(f)

the date on which any person ceased to be a Member.

5.6

Commission. The Company is authorised to pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares.

VARIATION OF RIGHTS

6.1

Subject to the Memorandum and any Special Resolution to the contrary and without prejudice to any special rights conferred thereby on the holders of any other Shares or class of Shares, Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another in all respects other than as set out below:

Voting Rights:

(a)

Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company; whereas, each Class B Ordinary Share shall be entitled to one hundred (100) votes on all matters subject to the vote at general meetings of the Company; and

Conversion Rights:

(b)

each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into such number of fully paid Class A Ordinary Shares and non-assessable calculated on a one-for-one basis. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates in respect of the relevant Class B Ordinary Shares and/or such other evidence (if any) as the directors may reasonably require to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity as the directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.

6.2

Class Variation. If, at any time, the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied:

(a)

(b)

6.3

No Variation on Further Issue. The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

6.4

Fractional Share(s). The Directors shall have full authority, in their absolute discretion, to deal with any fractional shares resulting from any subdivision, consolidation, or other alteration of the share capital of the Company, including by rounding down or cancelling any fractional shares to the nearest whole number of Shares. The Directors may determine that no fractional shares shall be issued or allotted and may make such arrangements as they consider appropriate for the rounding down or cancellation of fractions. No compensation shall be payable in respect of any fractional shares thus rounded down or cancelled, unless otherwise determined by the Directors.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES AND TREASURY SHARES

7.1

Redemption, Purchase and Surrender. Subject to the provisions of the Companies Act and to the rights attaching to any class of Share, the Company may:

(a)

issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such Shares, determine;

(b)

purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors determine;

(c)

make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act including out of capital; and

(d)

permit the surrender of fully paid Shares for no consideration.

7.2

Effect of Redemption, Purchase and Surrender. Shares that the Company redeems, purchases, accepts by way of surrender or otherwise acquires pursuant to Article 7.1 may:

(a)

be cancelled; or

(b)

be held as Treasury Shares on such terms and in such manner as the Directors determine prior to such acquisition.

7.3

Treasury Shares. All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share, other than as set out in this Article. The Company may:

(a)

cancel the Treasury Shares on such terms and in such a manner as the Directors may determine; and

(b)

transfer the Treasury Shares in accordance with Article 12.

7.4

No Participation. Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

7.5

No other Redemption. The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.

7.6

Redemption in Kind. The Directors may, when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payments either in cash or in kind.

LIEN

8.1

All Monies Payable. The Company shall have a first and paramount lien on every Share, whether or not it is a fully paid Share, for all moneys, whether presently payable or not, called or payable at a fixed time in respect of that Share and for all debts, liabilities or other obligations owed, whether presently or not, by the Member or by one or more joint Members or by any of their estates to the Company (together, the Lien Amounts) but the Directors may, at any time, declare any Share to be wholly or in part exempt from this Article. The Company’s lien, if any, on a Share shall extend to all Distributions payable thereon. Any registration of the transfer of a Share shall operate to extinguish the Company’s lien on that Share.

8.2

Sale. The Company may sell, in such manner as the Directors think fit, any Shares in which the Company has a lien, but no sale shall be made unless some amount in respect of which the lien exists is presently payable and the period of fourteen (14) days has elapsed after the Company has given a notice in writing, stating and demanding payment of such part of the presently payable amount, to the relevant Member.

8.3

Registration of Purchase. The Directors may authorise any person to transfer the Shares sold in accordance with this Article to the purchaser of such Shares. The purchaser shall be registered as the holder of the Shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale of the Shares in accordance with this Article.

8.4

Application of Proceeds. The proceeds of the sale, net of any costs incurred by the Company in relation to the sale, shall be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently payable. The Company shall retain and have a lien over such part of the remainder of the proceeds as is equal to the Lien Amounts which exist but are not presently payable by the Member and may apply such proceeds against the Lien Amounts as and when they become payable and the residue shall be paid to the person entitled to the Shares at the date of the sale.

CALLS ON SHARES

9.1

Calls. The Directors may, from time to time, make calls upon the Members in respect of some or all of any moneys unpaid on their Shares, whether in respect of their par value or the premium payable on those Shares; each Member shall (subject to receiving at least fourteen (14) days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his Shares. A call may be required to be paid in instalments. The Directors may revoke or postpone a call at any time.

9.2

Joint Holders. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof and the holder or joint holders of a Share at the time of a call shall remain liable to pay the call on that Share, notwithstanding any subsequent transfer of the Share being registered by the Company.

9.3

Interest on Calls. If a sum called in respect of a Share is not paid before or on the day appointed for payment of that call, the Member from whom such amount is due shall pay interest upon the sum at such rate as the Directors may determine from the day appointed for payment of the call to the time of the actual payment. The Directors shall have the discretion to waive payment of any such interest in full or in part.

9.4

Fixed Payment Dates. The provisions contained in these Articles in respect of calls shall apply to payments, whether on account of the amount of the Share, or by way of premium, to be made on the allotment of a Share or any date fixed on the issue of the Share as if the same had become payable by virtue of a call duly made and notified.

FORFEITURE

10.1

Failure to pay Call. If a Member fails to pay any call or instalment of a call in respect of Shares on the day appointed for payment, the Directors may serve a notice on such Member naming a further date not earlier than the expiration of fourteen (14) days from the date of service on or before which the payment required by the notice is to be made and containing a statement that in the event of non-payment the Shares, or any of them, will be liable to be forfeited.

10.2

Forfeiture. If the requirements of the notice referenced in this Article are not complied with the Company may forfeit the Shares together with any Distributions declared payable in respect of the forfeited Shares and not paid at any time before tender of payment.

10.3

No Refund. The Company is under no obligation to refund any moneys to the Member whose Shares have been forfeited.

10.4

Sale of Forfeited Share. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. The proceeds of any sale or disposition of the forfeited Share may be received and used by the Company as the Directors determine.

10.5

Outstanding Liability. A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares together with interest.

10.6

Certificate of Forfeiture. A certificate in writing under the hand of a Director or Officer stating that a Share has been duly forfeited on the date stated in the certificate shall be conclusive evidence of the facts stated in the certificate as against all persons claiming to be entitled to the Share. The Directors may authorize any person to transfer the Shares sold in accordance with this Article to the purchaser of such Shares. The purchaser shall be registered as the holder of the Shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale of the Shares in accordance with this Article.

10.7

Fixed Payment Dates. The provisions of this Article applying to forfeiture for failure to pay any call or instalment of a call shall apply to the failure to make payments, whether on account of the amount of the Share, or by way of premium, to be made on the allotment of a Share or any date fixed on the issue of the Share as if the same had become payable by virtue of a call duly made and notified.

TRANSMISSION OF SHARES

11.1

Legal Personal Representative. The legal personal representative of a deceased sole holder of a Share shall be the only person recognised by the Company as having any title to the Share. In the case of a Share registered in the names of two or more holders, the survivors, survivor or the legal personal representatives of the deceased survivor, shall be the only person(s) recognised by the Company as having any title to the Share.

11.2

Transmission. Any person becoming entitled to a Share in consequence of the death or bankruptcy of or any analogous event affecting a Member (each such event a Transmission Event and each such person a Representative) shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Member in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the Member could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by such Member before the occurrence of a Transmission Event.

11.3

Pre-Registration Status. Representatives shall be entitled to the same notices, dividends and other advantages to which he would be entitled if he were the registered holder of the Share, except that he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

11.4

Requirement for Registration. The Directors may at any time give notice requiring a Representative to elect either to be registered himself or to have some person nominated by him become the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before the Transmission Event). If the notice is not complied with within ninety (90) days the Directors may thereafter withhold payment of all Dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

TRANSFER OF SHARES

12.1

Directors’ Consent. Shares and Treasury Shares are transferable, subject to the consent of the Directors who may, in their absolute discretion, refuse to consent to any transfer and decline to register the transfer without giving any reason.

12.2

Instrument of Transfer. The instrument of transfer shall be in writing in such form as may be acceptable to the Directors and shall be executed by or on behalf of the transferor and, if required by the Directors, signed by the transferee.

12.3

Certificates. Subject to Article 4.2, where the Company has issued a certificate in respect of a Share proposed to be transferred, the transferor shall lodge, with the instrument of transfer, the original certificate relating to the Share being transferred.

12.4

Effective Date. The transfer of a Share is effective when the name of the transferee is entered on the Register of Members. Until such time, the transferor shall be deemed to remain a Member.

12.5

Lost Certificate. If the Directors are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may, on receipt of such indemnities as they may require:

(a)

accept such evidence of the transfer of Shares as they consider appropriate; and

(b)

proceed to register the transferee’s name in the Register of Members.

12.6

Notification of Refusal. Where the Directors refuse to register a transfer of a Share, they shall, within two months after the date on which the transfer was lodged with the Company, notify the transferee of the refusal.

12.7

Transfer of Treasury Shares. The transfer of Treasury Shares may be for valuable consideration or otherwise, and at a discount to the par value of the Shares.

REGISTERED HOLDER DEEMED ABSOLUTE OWNER

13.1

The registered holder of a Share shall be treated as the absolute owner of such Share. No person shall be recognised by the Company as holding any Share upon trust and the Company shall not register nor be bound by or required to recognise any equitable or other interest of whatever nature in a Share other than an absolute right to the Share, irrespective of whether the Company has notice of such interest.

ALTERATION OF SHARE CAPITAL

14.1

Increase or Amendment. The Company may by Ordinary Resolution:

(a)

increase the share capital by such sum, to be divided into Shares of such amount, and with such rights, privileges, priorities and restrictions attached to them as the resolution shall prescribe;

(b)

consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

(c)

subject to section 13 of the Companies Act, sub-divide its existing Shares, or any of them, into Shares of smaller amounts than is fixed by the Memorandum; and

(d)

cancel any Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

14.2

Reduction. Subject to the provisions of the Companies Act and these Articles, the Company may, by Special Resolution, reduce its share capital and any capital redemption reserve in any manner.

MEETINGS AND CONSENTS OF MEMBERS

15.1

Meetings. All meetings of Members shall be referred to as extraordinary general meetings unless the general meeting is an annual general meeting. The Company may but shall not be obliged to hold an annual general meeting.

15.2

Directors Convene and Cancel. The Directors may convene a general meeting at such time and in such manner and place within or outside the Cayman Islands as the Directors consider necessary or desirable and the Directors may cancel a general meeting with such notice, in such manner and for such reason as the Directors consider necessary.

15.3

Members Convene. Upon the written request of Members entitled to exercise 10 % or more of the voting rights in respect of the matter for which the meeting is requisitioned, any one or more of the Directors shall forthwith proceed to convene a meeting of Members. The written request of Members to requisition a meeting must state the objects of the meeting and must be signed by the Members requisitioning the meeting. The written request must be lodged at the Registered Office and may be delivered in counterpart.

15.4

Failure to Convene. If the Directors do not proceed to convene a meeting of Members within twenty-one (21) days of the written request to requisition a meeting being lodged the requisitionists, or any of them together holding at least half of the voting rights of all of them, may convene the meeting of Members in the same manner as nearly as possible as that in which a meeting of Members may be convened by a Director. Where the requisitionists fail to convene the meeting of Members within three months of their right to convene the meeting arising, the right to convene the meeting of Members shall lapse.

15.5

Notice of Meeting. The Director convening a meeting shall give not less than five (5) clear days’ notice of a meeting of Members to:

(a)

those Members whose names on the date the notice is given appear as Members in the Register of Members and are entitled to vote at the meeting; and

(b)

each of the Directors.

15.6

Failure to Give General Notice. A meeting of Members held in contravention of the requirement to give notice is valid if Members holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares which that Member holds.

15.7

Failure to give Individual Notice. The inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a Member or another Director, or the fact that a Member or another Director has not received notice, does not invalidate the meeting.

15.8

Voting. No person shall be entitled to vote at any meeting of Members unless he is registered as a Member on the record date for such meeting and all calls or other moneys payable by him in respect of Shares have been paid at or before the record date. Subject to the rights and restrictions attached to any Shares and the provisions of this Article, each Member who is present in person, by its duly authorised representative or by proxy, shall have one vote and on a poll each Member shall have one vote for every Share of which he is the holder.

PROXIES

16.1

Proxies. A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the Member.

16.2

Production of Proxies. The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

16.3

Form of Proxy. An instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or may appoint a standing proxy until notice of revocation is received at the Registered Office or at such place or places as the Directors may otherwise specify for the purpose.

16.4

Joint Ownership and Proxies. Where Shares are jointly owned:

(a)

if two or more persons hold Shares jointly, each of them may be present in person or by proxy at a meeting of Members and may speak as a Member;

(b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

(c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

PROCEEDINGS OF SHAREHOLDER MEETINGS

17.1

Chairman of Member Meeting. At every meeting of Members, the chairman of the Board of Directors shall preside as chairman of the meeting. If there is no chairman of the Board of Directors or if he or she is not present at the meeting within thirty minutes of the time appointed after the meeting or if he or she is unwilling to act the Directors present shall elect the chairman of the meeting.

17.2

Adjournment. The chairman may, with the consent of a meeting at which a quorum is present, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

17.3

Conference Call. A Member, or his duly authorised representative or proxy, shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means by means of which all the persons participating in the meeting are able to hear each other.

17.4

Objections. No objection shall be raised to the qualification of any voter except at the meeting of members or adjourned meeting of Members at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and binding on all parties.

17.5

Casting of Votes. A Member holding more than one Share need not cast the votes in respect of the Shares held by him in the same way on any resolution for which a poll is taken. A person appointed as the authorised representative or proxy of a Member may cast the votes in respect of the Shares for which he is appointed in a like manner.

17.6

Quorum. A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person, through their authorised representative or by proxy, not less than 30% of the votes of the Shares entitled to vote on resolutions of Members to be considered at the meeting. . Where a quorum comprises a single Member, in person or by proxy, such person may pass a resolution of Members and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid resolution of Members.

17.7

No Quorum. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.

17.8

Polls. At any meeting of the Members the chairman is responsible for deciding in such manner as he or she considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he or she shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting. The minutes of the meeting shall be conclusive evidence of the fact that a resolution was carried or not without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall have a second or casting vote, provided that such second or casting vote shall not apply to any separate class meeting or any resolution where the Companies Act, Memorandum, these Articles, the Nasdaq Listing Rules or applicable law requires approval by a specified majority or by a separate class of shareholders.

17.9

Director Participation. Directors may attend and speak at any meeting of Members and at any separate meeting of the holders of any class or series of Shares.

17.10

Unanimous Written Resolutions. Any Ordinary or Special Resolution of Members and any other action that may be taken by the Members at a meeting may also be taken by a resolution consented to in writing, without the need for any prior notice, by all Members who would have been entitled to attend and vote at a meeting called for the purpose of passing such a resolution or taking any other action. The consent may be in the form of counterparts, each counterpart being signed by one or more Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the latest date borne by the counterparts.

APPOINTMENT AND REMOVAL OF DIRECTORS

18.1

Number of Directors. The Company shall have a board of Directors consisting of not less than one Director. The Company may by Ordinary Resolution impose a maximum or minimum number of Directors required to hold office at any time and vary such limits from time to time.

18.2

Appointment of Directors. Subject to the limits set out in the preceding Article, Directors shall be appointed by Ordinary Resolution or by a resolution of the Directors and may be removed by Ordinary Resolution or a resolution of the Directors in accordance with Article 18.4(e).

18.3

Term. Each Director holds office for the term, if any, fixed by the terms of his appointment or until his earlier death, bankruptcy, insanity, resignation or removal. If no term is fixed on the appointment of a Director, the Director serves indefinitely until his earlier death, bankruptcy, insanity, resignation or removal.

18.4

Vacation. The office of a Director shall be vacated if:

(a)

he gives notice in writing to the Company that he resigns the office of Director; or

(b)

he absents himself (without being represented by an alternate Director appointed by him) from three consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or

(c)

he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(d)

he is found to be or becomes of unsound mind; or

(e)

all the other Directors (being not less than two in number) resolve that he should be removed as a Director.

19.1

Details. The Register of Directors and Officers shall contain:

(a)

the names and addresses of the persons who are Directors and Officers;

(b)

the date on which each person whose name is entered in the register was appointed as a Director or Officer; and

(c)

the date on which each person named as a Director or Officer ceased to be a Director or Officer.

POWERS OF DIRECTORS

20.1

Management by Directors. Subject to the provisions of the Companies Act, the Memorandum, these Articles and any directions given by Ordinary Resolution, the business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors shall have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company as are not by the Companies Act, the Memorandum, these Articles or the terms of any Special Resolution required to be exercised by the Members. No alteration of the Memorandum or these Articles or any direction given by Ordinary or Special Resolution shall invalidate any prior act of the Directors that was valid at the time undertaken. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

20.2

Good Faith. Each Director shall exercise his powers for a proper purpose. Each Director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.

20.3

Acting in Vacancy. The continuing Directors may act notwithstanding any vacancy in their body, but if and for so long as their number is below any minimum number of Directors fixed by or pursuant to these Articles, the continuing Directors may act for the purpose of passing a resolution to appoint further Directors to the Board of Directors and of convening a meeting of Members to appoint further Directors but for no other purpose.

20.4

Indebtedness and Security. The Directors may exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to issue debentures, debenture stock, mortgages, bonds and other such securities and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

PROCEEDINGS OF DIRECTORS

21.1

Quorum. The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall be counted in the quorum. A Director who also acts as an alternate Director shall count twice towards the quorum.

21.2

Voting. Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote. A Director who is also an alternate Director shall be entitled to a separate vote on behalf of his appointor in addition to his own vote.

21.3

Conference Call. A person may participate and vote in a meeting of the Directors or committee of Directors by telephone or other electronic means by means of which all the persons participating in the meeting are able to hear each other. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

21.4

Unanimous Written Resolution. A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign any such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

21.5

Notice of Meetings. A Director may, or other Officer on the requisition of a Director shall, call a meeting of the Directors by at least two (2) days’ notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held.

21.6

Chairman of the Board. The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

21.7

Defects. Absent fraud, all acts done by any meeting of the Directors or a committee of Directors shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.

PRESUMPTION OF ASSENT

22.1

A Director who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIRECTORS’ INTERESTS

23.1

Other Office. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

23.2

No Exclusivity. A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

23.3

Disclosure of Interests. No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any other contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

23.4

General Notice of Interests. A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

MINUTES

24.1

The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting.

DELEGATION OF DIRECTORS’ POWERS

25.1

Delegation. The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall automatically terminate if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

25.2

Committees. The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions the Directors may impose, and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

25.3

Third Party Delegation. The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

25.4

Officers. The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by the Directors.

ALTERNATE DIRECTORS

26.1

Alternate Appointment. Any Director (other than an alternate Director) may by writing in notice to the Company appoint any other Director, or any other person willing to act, to be an alternate Director.

26.2

Conduct of Alternates. An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and, save as expressly provided herein, to perform all the functions and exercise all of the powers of his appointor as a Director in his absence.

26.3

Automatic termination. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

26.4

No Agency. An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

NO MINIMUM SHAREHOLDING

27.1

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

REMUNERATION OF DIRECTORS

28.1

Office Remuneration. The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination of such methods.

28.2

Additional Remuneration. The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

28.3

Pensions. The Directors, on behalf of the Company, may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

INDEMNIFICATION

29.1

Indemnity and Exclusion of Liability. Every Director, alternate Director or Officer shall be indemnified out of the assets of the Company against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own actual fraud or wilful default. No such Director, alternate Director or Officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the actual fraud or wilful default of such Director or officer. References in this Article to actual fraud or wilful default mean a finding to such effect by a competent court in relation to the conduct of the relevant party.

29.2

Advancement of Expenses. Expenses, including legal fees, incurred by a Director, alternate Director or Officer, or former Director, alternate Director or Officer in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by such party to repay the amount if it shall ultimately be determined that such Director, alternate Director or Officer is not entitled to be indemnified by the Company and upon such terms and conditions, if any, as the Company deems appropriate.

29.3

Insurance. The Company may purchase and maintain insurance in relation to any person who is or was a Director, alternate Director, Officer or liquidator of the Company, or who at the request of the Company is or was serving as a Director, alternate director, Officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity.

RECORDS

30.1

Registered Office Records. The Company shall keep the following documents at the Registered Office:

(a)

the Certificate of Incorporation and any Certificate on Change of Name;

(b)

a copy of the Memorandum and Articles;

(c)

the Register of Directors and Officers; and

(d)

to the extent the Company has created a security interest over any of its assets the Register of Mortgages and Charges required to be maintained by the Company under Section 54 of the Companies Act.

30.2

Other Corporate Records. The Company shall keep the following records at the Registered Office or at such other place or places, within or outside the Cayman Islands, as the Directors may determine:

(a)

minutes of meetings, Ordinary Resolutions and Special Resolutions of Members and classes of Members;

(b)

the Register of Members; and

(c)

minutes of meetings and Resolutions of Directors and committees of Directors.

30.3

Electronic Form. All of the registers and records kept by the Company under these Articles shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.

SEAL

31.1

Use of Seal. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or an Officer or other person appointed by the Directors for the purpose.

31.2

Duplicate Seal. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

31.3

Authentication and Filing. A Director or Officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DISTRIBUTIONS

32.1

Payment of Distributions. Subject to the Companies Act and this Article, the Directors may declare and pay out of the funds of the Company lawfully available for such purpose a Distribution at a time and of an amount they think fit. No Distribution shall be paid except out of the realised and unrealised profits of the Company, and/or out of the share premium account and/ or as otherwise permitted by the Companies Act.

32.2

Ranking. Except as otherwise provided by the rights attached to Shares, all Distributions shall be declared and paid according to the par value of the Shares that a Member holds. The Company may pay Distributions in proportion to the amount paid upon each Share where a larger amount is paid up on some Shares than on others. If any Share is issued on terms providing that it shall rank for Distributions as from a particular date, that Share shall rank for Distributions accordingly.

32.3

Deductions. The Directors may deduct from any Distribution payable to any Member all sums of money, if any, then payable by him to the Company on account of calls or otherwise.

32.4

Distribution in Kind. The Directors may declare that any Distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

32.5

Payment. Any Distribution payable in cash in respect of Shares may be paid by electronic funds transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Distributions payable in respect of the Shares held by them as joint holders.

32.6

No Interest. No Distribution shall bear interest as against the Company and no distribution shall be paid on Treasury Shares.

32.7

Unclaimed Payments. Any Distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Distribution may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Distribution shall remain as a debt due to the Member. Any Distribution which remains unclaimed after a period of six years from the date of declaration of such Distribution shall be forfeited and shall revert to the Company.

CAPITALISATIONS

33.1

Capitalisations. The Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve) or to the credit of profit and loss account or otherwise available for distribution and appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a Distribution of profits by way of dividend and apply such sum on their behalf in paying up in full unissued Shares for issue, allotment and distribution credited as fully paid-up to and amongst them in the proportions aforesaid. In such event the Directors may make such provisions as they think fit in the case of Shares becoming distributable in fractions.

RECORD DATE

34.1

Record Date Determination. For the purpose of determining Members entitled to attend meetings, receive payment of any Distribution or capitalisation or for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty (40) days. In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members provided that the record date for a meeting may not be earlier than the date of notice of such meeting.

34.2

No Record Date Chosen. If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to attend meetings, receive payment of a Distribution or capitalisation, the date on which the notice of the meeting is given or resolution of the Directors declaring such Distribution or capitalisation is adopted, as the case may be, shall be the record date for such determination of Members.

REPRESENTATION

35.1

Representation of Legal Persons. The right of any individual to speak for or represent a Member or a Director being a legal person shall be determined by the law of the jurisdiction where, and by the documents by which, such legal person is constituted or derives its existence but save where an objection has been raised by a Member or a Director, the Directors shall not be obliged to verify the rights of individuals purporting to speak for or represent legal persons. In case of doubt, the Directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the Directors may rely and act upon such advice without incurring any liability to any Member or the Company.

ACCOUNTS

36.1

Accounts. The Company shall keep proper books of account with respect to (a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the Company; and (c) the assets and liabilities of the Company, that in each case, are sufficient to give a true and fair view of the Company’s affairs and to explain its transactions.

36.2

Inspection. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Act or authorised by the Directors or by the Company in general meeting.

36.3

Financial Information. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

AUDIT

37.1

Auditor. The Directors may appoint an auditor of the Company who shall hold office until removed from office by resolution of the Directors, and may fix his or their remuneration.

37.2

Access Right. Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for any audit.

37.3

Auditor Reports. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at such times as shall be required by the Directors or any meeting of the Members.

NOTICES

38.1

Calculation of Elapsed Time. Subject to the laws of the Cayman Islands, where any period of time is expressed as required for the giving of any notice or in any other case where some other action is required to be undertaken within or omitted from being taken during a specified period of time, the calculation of the requisite period of time will not include the day on which the notice is given (or deemed to be given) or the day on which the event giving rise to the need to take or omit action occurred, but shall include the day on which the period of time expires.

38.2

Delivery of Notices. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail. E-mail notices may be sent by e-mail text and/or by way of a document attached to an email in portable document format (PDF) or in Microsoft Word format and/or by any other method separately agreed between the Company and its Members.

38.3

Deemed Receipt. Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing a notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by fax, service of the notice shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service it shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

38.4

Notices of General Meeting. Notice of every general meeting shall be given in any manner hereinbefore authorized to every person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members.

VOLUNTARY LIQUIDATION

39.1

Subject to the Companies Act, the Company may by Special Resolution be wound up voluntarily.

WINDING UP

40.1

Distribution of Assets. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

40.2

Valuation of Assets. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Companies Act, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

CONTINUATION

41.1

The Company may, subject to the provisions of the Companies Act and with the approval of an Ordinary Resolution, transfer and be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and be de-registered in the Cayman Islands.

AMENDMENT OF THE MEMORANDUM AND ARTICLES

42.1

Subject to the Companies Act and the rights attaching to any class or series of Shares, the Company may by Special Resolution change its name or alter or amend these Articles and/ or the Memorandum in whole or in part.

Source: View Original Filing on SEC EDGAR

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Park Ha Biological (NASDAQ: BYAH) seeks 300B-share authorisation and 100-vote Class B stock

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