THE9 LIMITED |
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By: | /s/ Jun Zhu | |||
Name: | Jun Zhu | |||
Title: | Chairman and Chief Executive Officer | |||
(1) | the increase of the total number of authorized ordinary shares of the Company from 100,000,000 to 250,000,000, so that the authorized share capital of the Company totals US$2,500,000 divided into 250,000,000 ordinary shares of a nominal or par value of US$0.01 per share; | |
(2) | the re-election and appointment of Jun ZHU as a director (Class III) of the Company effective from the closing of the Annual General Meeting held on October 20, 2010, to serve for a three (3) year term ending at the 2013 Annual General Meeting or until his successor is duly elected and qualified; | |
(3) | the re-election and appointment of Cheung Kin AU-YEUNG as a director (Class III) of the Company, effective from the closing of the Annual General Meeting held on October 20, 2010, to serve for a three (3) year term ending at the 2013 Annual General Meeting or until his successor is duly elected and qualified; | |
(4) | the amendment to the Companys Amended and Restated Memorandum of Association in the form filed herewith as Exhibit A; and | |
(5) | the amendment to the Companys Amended and Restated Articles of Association in the form filed herewith as Exhibit B. |
5. | The authorized share capital of the Company is US$2,500,000 divided into 250,000,000 ordinary shares of a nominal or par value of US$0.01 each. The Company has the power to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2007 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained. |
6. | The authorized share capital of the Company at the date of adoption of these Articles is US$2,500,000 divided into 250,000,000 shares of a nominal or par value of US$0.01 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law and these Articles and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained. |