Jade Road Investments : 2023 Amended and Restated Memorandum of Association and Articles of Association

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

Jade Road Investments Limited

Incorporated on the 18 January 2008

(Adopted pursuant to resolutions

passed at a meeting of the members of the Company

held on 20 February 2023) (Filed on 24 February 2023)

TERRITORY OF THE BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT, 2004

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

Jade Road Investments Limited

1. NAME
   The name of the company is Jade Road Investments Limited.
2. STATUS
   The Company is a company limited by shares.
3. REGISTERED OFFICE AND REGISTERED AGENT
   The first registered office of the Company is Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
   The first registered agent of the Company is Codan Trust Company (B.V.I.) Limited of Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.
4. CAPACITY AND POWERS
   Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:
5. 1. full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
   2. for the purposes of paragraph (a), full rights, powers and privileges.
6. NUMBER AND CLASSES OF SHARES
   The Company is authorised to issue up to a maximum of 2,348,233,198 ordinary shares of a single class without par value.
7. RIGHTS ATTACHING TO SHARES

6.1 Subject as hereinafter provided, to the Articles, the terms of the issue of any share, or an ordinary resolution of Shareholders to the contrary (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), a share of the Company confers on the holder:

1. the right to one vote at a meeting of the Shareholders or on any ordinary resolution or special
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resolution of Shareholders;

1. 1. the right to an equal share in any Distribution paid by the Company; and
   2. the right to an equal share in the distribution of the surplus assets of the Company on a winding up.
2. VARIATION OF CLASS RIGHTS
   Whenever the Company has shares of two or more classes in issue, subject to any laws of the British Virgins Islands, the special rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three-quarters of the total issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a liquidation. To every such separate general meeting and all adjournments thereof all the provisions of the Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum (other than at an adjourned meeting) shall be two persons at least holding or representing by proxy at least one-third of the total issued shares of the class and at any adjourned meeting of such holders, two holders present in person or by proxy (whatever the number of shares held by them) shall be a quorum and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him, provided always that where the necessary majority for such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of three-quarters of the total issued shares of the class concerned within two months of such general meeting shall be as valid and effectual as a special resolution carried at such general meeting.
3. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
   Rights conferred upon the holders of the shares of any class issued with preferred or other rights 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.
4. REGISTERED SHARES
   The Company shall issue registered shares only, and such shares may be in full or fractional form. The Company is not authorised to issue bearer shares, convert registered shares to bearer shares, or exchange registered shares for bearer shares.
5. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
   Subject to Clause 7, the Company may amend its Memorandum or Articles by an ordinary resolution of Shareholders
6. DEFINITIONS
   The meanings of words in this Memorandum are as defined in the Articles annexed hereto.

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We, CODAN TRUST COMPANY (B.V.I.) LIMITED, registered agent of the Company, of Romasco Place, Wickhams Cay 1, P.O. Box 3140, Road Town, Road Town, Tortola, British Virgin Islands VG1110 for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of Association on 18 January 2008:

Incorporator

CODAN TRUST COMPANY (B.V.I.) LIMITED

Per : Michael Wood

Authorised Signatory

Codan Trust Company (B.V.I.) Limited

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AMENDED AND RESTATED ARTICLES OF ASSOCIATION

of

Jade Road Investments Limited

(Adopted pursuant to written resolutions

passed by all the directors on 20 February 2023)

(Filed on 24 February 2023)