[{"id":"e3d7831d-38f7-4e49-9f7b-bfbe51e41ff3","order":1,"text":"THE COMPANIES ACT 1967","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"4","cflou":false,"active":true,"marginTop":"0"},{"id":"a90d885f-6279-424f-941a-9e6497c1d284","order":2,"text":"REPUBLIC OF SINGAPORE","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"9d28fb3b-fe9a-4796-ad7e-3962b22c1b25","order":3,"text":"PRIVATE COMPANY LIMITED BY SHARES","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"51fb8217-8dec-4aa9-a65d-f5b21e74c408","order":4,"text":"CONSTITUTION","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e94757bf-f873-4b77-bdc1-394909d83017","order":5,"text":"OF","fontSize":"16","textAlign":"center","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"91ad5292-7e9d-42ab-825a-0747839cc5aa","order":6,"text":"[COMPANY NAME] PTE. LTD.","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"8e179aec-d720-4ea3-bfbd-85b293dd68e2","order":7,"text":"Incorporated on the [Date of incorporation], Unique Entity Number (UEN) [UEN].","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ac9520da-a926-482b-aea3-9ea36b9423dd","order":8,"text":"This Constitution is adopted by the Company pursuant to the Companies Act 1967 and constitutes the regulations of the Company. It has effect as a contract under section 39 of the Act between the Company and each member, and between each member and every other member, binding them to observe its provisions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5551da98-e8a1-472a-9780-b382a987c204","order":9,"text":"1. NAME","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S01"},{"id":"a132d24a-25dd-498b-b946-07f5c62e7e82","order":10,"text":"The name of the Company is [COMPANY NAME] PTE. LTD. (the "Company").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"950799b6-3824-4bda-9330-45f2c4fb8a6e","order":11,"text":"2. PRIVATE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S02"},{"id":"99c78329-c6f7-4512-be2f-ef6e167c4bf5","order":12,"text":"The Company is a private company limited by shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01b9a74a-e0b2-4042-ae74-3e316c765d2b","order":13,"text":"In accordance with section 18 of the Act, the right to transfer the shares of the Company is restricted in the manner set out in this Constitution, and the number of members of the Company (not including persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company, were while in that employment, and have continued after the determination of that employment to be, members of the Company) is limited to fifty (50). Where two or more persons hold one or more shares jointly, they shall, for the purposes of this Article, be treated as a single member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fc1372d3-5a81-4233-8b9b-010732defadc","order":14,"text":"The Company shall not invite the public to subscribe for any shares in, or debentures of, the Company, nor invite the public to deposit money with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79face07-b5eb-49a4-91db-5a8b8c48ee0e","order":15,"text":"3. REGISTERED OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S03"},{"id":"ea286b6b-3e76-41ab-9707-f9f057b2a3b1","order":16,"text":"The registered office of the Company shall be situated in the Republic of Singapore at [Registered office address], or at such other place in Singapore as the Directors may from time to time determine. Notice of the situation of the registered office and of any change therein shall be given to the Registrar in accordance with the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"651c055d-8886-4a6f-a310-d4f036e07c72","order":17,"text":"4. LIABILITY OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S04"},{"id":"e48657ef-b9a9-4418-9f24-caa2dc6c9fb3","order":18,"text":"The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e071df7a-75ea-4e7c-b2f1-0645e9f46e5d","order":19,"text":"5. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S05"},{"id":"408447f0-e1c3-460c-8f3b-931b8c2cad4b","order":20,"text":"In this Constitution, unless the context otherwise requires:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5dec0e39-56e5-4b59-9414-9a8402d10359","order":21,"text":""the Act" means the Companies Act 1967 of Singapore and any statutory modification, amendment or re-enactment thereof for the time being in force;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff4d99af-2694-4a6c-83fc-076c4c476701","order":22,"text":""the Company" means the company named in the Article entitled "Name" above;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e5cc7a0c-4b0b-42ef-b329-a4e09fa8a403","order":23,"text":""Directors" means the directors for the time being of the Company or, as the case may be, the directors assembled as a board;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ef82f71-0170-448e-8dff-225cfc3e9157","order":24,"text":""the Office" means the registered office for the time being of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74369664-cc46-4212-bfeb-7d842c2827ea","order":25,"text":""the Register" means the register of members to be kept pursuant to the Act;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"46f5c33c-bf04-43b3-be37-403738e52c9b","order":26,"text":""the Registrar" means the Registrar of Companies appointed under the Act;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c83a8ff-d8ff-4268-803a-3e2d5610c1af","order":27,"text":""Seal" means the common seal of the Company (if any);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cc2c71ba-f910-473e-a7cc-93be42ae845a","order":28,"text":""Secretary" means any person appointed to perform the duties of the secretary of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"04db00a9-edad-485b-addb-5f58597ad64d","order":29,"text":""in writing" and "written" include printing, lithography, electronic communication and any other mode of representing or reproducing words in a visible form;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb3ec009-2a4b-4be7-8d42-209e7e526573","order":30,"text":"words importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender; and words importing persons include corporations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f010be4a-f6a4-44ea-8507-151412d86fc8","order":31,"text":"Expressions referring to writing, signature, execution, notice and the like shall, subject to the Act, be construed as including references to any mode of electronic communication and electronic signature permitted by this Constitution and by the Act. Subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meaning in this Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7047e1bd-b240-47d3-ac2e-6ffd762ac956","order":32,"text":"6. SHARE CAPITAL AND VARIATION OF RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S06"},{"id":"b688890a-eb18-464c-849b-2b76e1fea7bc","order":33,"text":"The issued share capital of the Company at the date of adoption of this Constitution comprises [Number] ordinary shares. Subject to the Act and to this Constitution, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share may be issued with such preferred, deferred or other special rights, or such restrictions, whether as to dividend, voting, return of capital or otherwise, as the Company may by ordinary resolution determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c39351cc-7fb5-4318-b4f8-af09af293322","order":34,"text":"Subject to the Act, the Company has the power to issue shares of different classes. The rights attaching to the ordinary shares are: (a) the right to receive notice of, attend, speak and vote at general meetings, every member having one vote for each ordinary share held; (b) the right to participate in the profits of the Company available for distribution; and (c) the right to participate in the surplus assets of the Company on a winding up.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f2ef2ae2-666a-4ddb-9d81-9df3226cdc27","order":35,"text":"Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the Act, be varied or abrogated either with the consent in writing of the holders of three-quarters 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 that class. To every such separate general meeting the provisions of this Constitution relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e9b162d8-7ba0-4c26-8d97-0dfc835b345f","order":36,"text":"The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided by the terms of issue, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c4841f0-75f8-49ec-aad6-11cf38cbfabc","order":37,"text":"The Company shall not give, whether directly or indirectly, any financial assistance for the purpose of, or in connection with, the acquisition of its own shares except as permitted by the Act. The Company may purchase or otherwise acquire its own shares, and may make payments in respect of the redemption or purchase of its own shares, in any manner and out of any sources permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d40f4b7-de54-4794-93ab-028a19ca0cfc","order":38,"text":"Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by this Constitution or by law otherwise provided) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c4d5df2-6c0d-4302-bac6-f6ce9d82037d","order":39,"text":"7. PREFERENCE SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S07","displayConditions":[{"field":"dbbb1cdc-2f59-4de5-935b-b674edb673bd","value":"1","type":"add","operator":"="}]},{"id":"fc35f7bf-0b69-4c40-84b4-270e29a1d614","order":40,"text":"Subject to the Act, the Company may issue preference shares, being shares which are liable to be redeemed or convertible into ordinary shares in accordance with their terms of issue. Preference shares may be issued only if there is set out in this Constitution, or fixed by ordinary resolution prior to or upon their issue, in respect of those shares: (a) the repayment of capital; (b) the participation in surplus assets and profits; (c) the cumulative or non-cumulative nature of any dividend; (d) voting rights; and (e) the priority of payment of capital and dividend in relation to other shares or other classes of preference shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dbbb1cdc-2f59-4de5-935b-b674edb673bd","value":"1","type":"add","operator":"="}]},{"id":"af17d477-34ab-437a-9c4b-7a3e8d53fe6f","order":41,"text":"Unless otherwise provided by the terms of issue, the holders of preference shares shall be entitled, in priority to the holders of ordinary shares, to a fixed preferential dividend at the rate of [Rate] per cent per annum on the capital paid up thereon, and shall be entitled on a winding up to repayment of the capital paid up on their preference shares in priority to the ordinary shares, together with any arrears of the preferential dividend, whether earned or declared or not, down to the commencement of the winding up; but the holders of preference shares shall not be entitled to any further participation in the profits or assets of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dbbb1cdc-2f59-4de5-935b-b674edb673bd","value":"1","type":"add","operator":"="}]},{"id":"409c58ed-256b-44b8-aa43-bf1d882ecfb7","order":42,"text":"The holders of preference shares shall have the right to receive notice of and to attend general meetings of the Company, and shall be entitled to vote only upon a resolution which varies or is deemed to vary the rights attached to their preference shares, upon any resolution for the winding up of the Company, or during such period as the preferential dividend or any part thereof remains in arrears and unpaid for more than twelve (12) months, as required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dbbb1cdc-2f59-4de5-935b-b674edb673bd","value":"1","type":"add","operator":"="}]},{"id":"a249d517-4699-4270-a13d-fae366103abb","order":43,"text":"8. ISSUE OF SHARES AND ALLOTMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S08"},{"id":"042c6013-ef7e-4689-8cd2-dc6fa40b4f49","order":44,"text":"Subject to the Act and to this Constitution, and to any direction to the contrary that may be given by the Company in general meeting, all new shares and other convertible securities shall, before issue, be under the control of the Directors, who may allot, grant options over or otherwise dispose of the same to such persons, on such terms and conditions, and at such times as the Directors think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65079cfe-dc06-4928-b10b-e232ef99eb44","order":45,"text":"The Directors shall not, without the prior approval of the Company in general meeting, exercise any power of the Company to issue shares. Approval given for this purpose may be confined to a particular issue or general, and unless previously revoked or varied shall continue in force until the conclusion of the next annual general meeting or the expiration of the period within which that meeting is required by law to be held, whichever is earlier, as provided by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"877200cb-1e99-4ea5-993b-eda32d8605c2","order":46,"text":"Before the Directors issue any new shares for cash, such shares shall first be offered to the members in proportion as nearly as may be to the number of existing shares held by them respectively. The offer shall be made by notice specifying the number of shares offered and limiting a period (being not less than fourteen (14) days) within which the offer, if not accepted, will be deemed to be declined. After the expiration of that period, or on receipt of an intimation from the member to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company. This Article shall not apply to shares issued otherwise than for cash, to shares issued under an employee share scheme, or where the members have by special resolution disapplied this pre-emption right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c97d6a3-8be7-4eb4-a422-664a2cc3aef2","value":"1","type":"add","operator":"="}]},{"id":"4a687798-73e0-46a0-af75-b528333e0358","order":47,"text":"9. SHARE CERTIFICATES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S09"},{"id":"a4e191e6-d4d1-4510-9934-d7a147ddc165","order":48,"text":"Every person whose name is entered as a member in the Register shall be entitled, without payment, to receive within the period prescribed by the Act one certificate for all his shares of any one class, or several certificates each for one or more of his shares upon payment of such reasonable fee as the Directors may determine. Every certificate shall be issued under the Seal or executed in such other manner as is permitted by the Act, and shall specify the shares to which it relates and the amount paid up thereon.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d607db64-b74e-46e7-8306-6b416eb33f3b","order":49,"text":"In respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7b6fcb1-3118-4ceb-bd4c-48b6ad28634f","order":50,"text":"If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee and on such terms (if any) as to evidence and indemnity as the Directors may think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"57182ddb-a72d-4238-bdee-1d306e5370db","order":51,"text":"10. LIEN","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S10"},{"id":"7553da4a-96a0-4200-8da1-99e4a766a59d","order":52,"text":"The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Directors may at any time declare any share to be wholly or in part exempt from this Article. The Company's lien on a share shall extend to all dividends payable thereon.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c7d5343-a5f4-4c04-bee1-5246f21d0606","order":53,"text":"The Company may sell, in such manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen (14) days after a notice in writing demanding payment of such sum has been given to the registered holder for the time being of the share, or to the person entitled thereto by reason of his death or bankruptcy. The net proceeds of any such sale shall be applied in or towards satisfaction of the sum presently payable, and the residue (if any) shall be paid to the person entitled to the share at the date of the sale.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b599c9a6-ded1-4e60-ab0f-1025c114416d","order":54,"text":"11. CALLS ON SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S11"},{"id":"f67a94a8-110f-4369-a05d-69f9907094c4","order":55,"text":"The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one (1) month from the date fixed for the payment of the last preceding call. Each member shall, subject to receiving at least fourteen (14) days' notice specifying the time or times and place of payment, pay to the Company at the time or times and place so specified the amount called on his shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"15eff4b7-ea7a-407b-9ed5-d7eedfdf2b00","order":56,"text":"If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at such rate, not exceeding eight (8) per cent per annum, as the Directors may determine, from the day appointed for the payment thereof to the time of actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fe60186f-3ad2-4e0b-a375-33b8a574f6ae","order":57,"text":"The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and may pay interest upon the moneys so advanced, at such rate (not exceeding, unless the Company in general meeting otherwise directs, eight (8) per cent per annum) as may be agreed between the Directors and the member paying the sum in advance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85f857be-f54b-4f94-a5bc-2a762c2d8cef","order":58,"text":"12. FORFEITURE OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S12"},{"id":"e0542c1a-a06c-4ae5-a51d-bdda8d7107fc","order":59,"text":"If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. The notice shall name a further day (not earlier than the expiration of fourteen (14) days from the date of service of the notice) on or before which the payment required is to be made, and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b28dae0c-5565-4472-b262-a39e242f67e1","order":60,"text":"If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. 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. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, 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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3bfa885a-be8a-421e-8ec3-588204af42c5","order":61,"text":"13. TRANSFER OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S13"},{"id":"f32545ee-5025-45bf-9750-75861a9bb6df","order":62,"text":"Subject to the restrictions of this Constitution, any member may transfer all or any of his shares by an instrument in writing in any usual or common form, or in any other form which the Directors may approve. The instrument of transfer of a share shall be executed by or on behalf of the transferor and (where the share is not fully paid) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1926d6f-ea29-4ace-b9fb-137f1966ce91","order":63,"text":"The Directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of shares (whether fully paid or not) to a person of whom they do not approve, and may decline to register any transfer of shares on which the Company has a lien. The Directors may also suspend the registration of transfers during such periods as they may from time to time determine, provided that such suspension shall not exceed thirty (30) days in any year. If the Directors decline to register a transfer, they shall, within thirty (30) days after the date on which the transfer was lodged, send to the transferor and the transferee notice of the refusal as required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1fe7710-b792-4c40-beee-8a0ba63e0d47","order":64,"text":"No fee shall be charged for the registration of a transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney, or other instrument relating to or affecting the title to any share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a826f5bb-1fdb-43f9-b535-f53f720e0424","order":65,"text":"14. RIGHT OF FIRST REFUSAL ON TRANSFER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S14","displayConditions":[{"field":"c22fba18-7ff1-4726-9c9f-ad72607dd8cb","value":"1","type":"add","operator":"="}]},{"id":"8a52b0a3-220e-409f-806f-06b75ef24abc","order":66,"text":"Except in the case of a transfer to which all the members have consented in writing, a transfer of shares to a person who is not a member shall be subject to the right of first refusal set out in this Article. A member who desires to transfer any share (the "Proposing Transferor") shall give to the Company notice in writing (the "Transfer Notice") of his desire to transfer the same, specifying the number of shares and the price at which he is willing to sell them. The Transfer Notice shall constitute the Company his agent for the sale of the share to the other members at the price so specified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c22fba18-7ff1-4726-9c9f-ad72607dd8cb","value":"1","type":"add","operator":"="}]},{"id":"485508c2-35ee-4eed-8a0c-fda13844adf8","order":67,"text":"The Company shall forthwith offer the shares comprised in the Transfer Notice to the other members in proportion, as nearly as may be, to the number of shares already held by them. The offer shall limit a period (being not less than twenty-one (21) days) within which it must be accepted or, in default, will lapse. If, within that period, the members accept the offer in respect of all or any of the shares, the Company shall notify the Proposing Transferor and he shall be bound, upon payment of the specified price, to transfer the shares to the accepting members. If the members do not, within the said period, accept the offer in respect of all the shares comprised in the Transfer Notice, the Proposing Transferor shall, at any time within three (3) months thereafter, be at liberty, subject to the Directors' power of refusal under this Constitution, to transfer the shares not so accepted to any person and at any price not being less than that specified in the Transfer Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c22fba18-7ff1-4726-9c9f-ad72607dd8cb","value":"1","type":"add","operator":"="}]},{"id":"ee277ff1-148e-4944-b4c5-eb38e935cfb0","order":68,"text":"Any dispute as to the fair value of the shares, where the price is to be determined rather than fixed by the Proposing Transferor, shall be referred to the Company's auditors (or, if they decline, to an independent valuer appointed by the Directors), who shall act as experts and not as arbitrators, and whose determination shall, in the absence of manifest error, be final and binding on all parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c22fba18-7ff1-4726-9c9f-ad72607dd8cb","value":"1","type":"add","operator":"="}]},{"id":"8d1417c1-14f7-46ba-aba4-94018e7f4bfe","order":69,"text":"15. DRAG-ALONG AND TAG-ALONG RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S15","displayConditions":[{"field":"416492ed-dea9-4adb-aead-58185352b354","value":"1","type":"add","operator":"="}]},{"id":"7c515bb7-3503-49e6-9dcb-5fb365e7f7eb","order":70,"text":"Drag-along. If at any time members holding not less than [Percentage] per cent of the issued ordinary shares (the "Dragging Members") wish to transfer all of their shares to a bona fide third party purchaser at arm's length (the "Proposed Buyer"), the Dragging Members shall have the right to require all other members (the "Dragged Members") to transfer all of their shares to the Proposed Buyer on the same terms and conditions, and at the same price per share, as apply to the transfer by the Dragging Members. The Dragging Members shall exercise this right by giving written notice (the "Drag Notice") to the Dragged Members not less than twenty-one (21) days before the proposed completion date, specifying the identity of the Proposed Buyer, the price per share and the other material terms of the sale. Where a right of first refusal would otherwise apply under this Constitution, it shall not apply to a transfer made pursuant to a valid Drag Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"416492ed-dea9-4adb-aead-58185352b354","value":"1","type":"add","operator":"="}]},{"id":"ba36c73e-a995-41bc-874c-dadc4a2523f0","order":71,"text":"Tag-along. If members holding a controlling interest propose to transfer shares to a third party purchaser in circumstances where the drag-along right is not exercised, no such transfer shall be made unless the Proposed Buyer first offers to purchase from each other member, at the option of that member, such proportion of that member's shares as corresponds to the proportion of the selling members' shares being sold, on the same terms and conditions and at the same price per share. The offer shall be made by written notice and shall remain open for acceptance for not less than twenty-one (21) days. A member who does not accept the offer within that period shall be deemed to have declined it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"416492ed-dea9-4adb-aead-58185352b354","value":"1","type":"add","operator":"="}]},{"id":"bd3979da-cc1b-4b46-a86b-2d2d9f92ca4f","order":72,"text":"Each member agrees to take all such actions, and to execute all such instruments of transfer, waivers, consents and other documents, as may reasonably be required to give effect to a transfer under this Article. If a Dragged Member fails to deliver an executed instrument of transfer in respect of his shares, the Directors may authorise any Director to execute, complete and deliver that instrument as agent for and on behalf of that member, and the Company may receive the purchase money and register the Proposed Buyer as the holder of those shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"416492ed-dea9-4adb-aead-58185352b354","value":"1","type":"add","operator":"="}]},{"id":"dbcb4990-0be3-4ba0-8027-9c3e3a931022","order":73,"text":"16. TRANSMISSION OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S16"},{"id":"9965a3bb-e3e4-4799-943f-2fa384d88637","order":74,"text":"In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0aabdadb-14f2-495c-9cd6-95bab17b5cda","order":75,"text":"Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject to this Constitution, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof. A person becoming so entitled shall, upon being registered as a member, be subject to the same restrictions on transfer, including the right of first refusal (if applicable), as would have applied to the deceased or bankrupt member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d11eab1-6b74-4102-99bb-446593da06ca","order":76,"text":"17. ALTERATION OF CAPITAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S17"},{"id":"97f3db8e-adaa-4608-a2fb-7a03975e2057","order":77,"text":"The Company may from time to time, by ordinary resolution, increase its share capital by the issue of new shares of such amount as the resolution prescribes; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; subdivide its shares, or any of them, into shares of smaller amount; and 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, and diminish the amount of its share capital by the amount of the shares so cancelled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c4bc691f-a539-48ae-a26e-c9fdc4f67fa4","order":78,"text":"The Company may, by special resolution and subject to and in accordance with the Act, reduce its share capital, any capital redemption reserve and any share premium account in any manner permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5480bf9e-842b-410a-9c14-a93f96c17e41","order":79,"text":"18. GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S18"},{"id":"8c51ff01-90d7-4bc6-b8ef-a390be19dfec","order":80,"text":"The Company shall, where required by the Act, hold a general meeting as its annual general meeting within the period prescribed by the Act, and shall specify the meeting as such in the notices calling it. A private company may dispense with the holding of annual general meetings, and may pass resolutions by written means, to the extent and in the manner permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bfc1e4a8-43c7-43f5-af31-8de794174340","order":81,"text":"All general meetings other than annual general meetings shall be called extraordinary general meetings. The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2efa560a-6c6b-49aa-a8f1-c126b1fc0456","order":82,"text":"Subject to the provisions of the Act relating to special resolutions and to agreements for shorter notice, at least fourteen (14) days' notice in writing (exclusive of the day on which it is served or deemed to be served and of the day for which it is given) specifying the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business, shall be given to such persons as are, under this Constitution or the Act, entitled to receive notices from the Company. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed794aa4-9064-4ad4-a612-7cbc848f3f03","order":83,"text":"19. PROCEEDINGS AT GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S19"},{"id":"7f8ee39b-ca16-43b8-a94c-8932f3114b46","order":84,"text":"No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as otherwise provided in this Constitution, two (2) members present in person or by proxy shall be a quorum. Where the Company has only one member, that member present in person or by proxy shall constitute a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af5c5c95-92fc-47c7-8f1d-72d02473c3f6","order":85,"text":"If within half an hour 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 same day in the next week at the same time and place, or to such other day and at 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, the members present shall be a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"38da652d-bf17-4de1-9651-9617da55f1b9","order":86,"text":"The chairman (if any) of the board of Directors shall preside as chairman at every general meeting of the Company. If there is no such chairman, or if at any meeting he is not present within fifteen (15) minutes after the time appointed for holding the meeting or is unwilling to act, the members present shall elect one of their number to be chairman of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5b5abfe-b598-4cf0-b076-88d728d0945c","order":87,"text":"At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded in accordance with the Act. Unless a poll is so demanded, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the Company, shall be conclusive evidence of the fact.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b169eaa2-f876-4354-91f1-bf44d34c8476","order":88,"text":"The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the 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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d0e9d63-9ff3-4362-8627-61d4c7f31700","order":89,"text":"20. VOTES OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S20"},{"id":"df23aefb-9cc2-4dec-afeb-fa8ae13dc35a","order":90,"text":"Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member who is present in person or by proxy shall have one vote, and on a poll every member who is present in person or by proxy shall have one vote for each share of which he is the holder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70e8c18d-d8cd-464e-8a01-0909846aae9b","order":91,"text":"In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"219f0392-31ef-4e89-9adc-99c6e7fb322e","order":92,"text":"A member may appoint not more than two (2) proxies to attend and vote at the same general meeting, save that a member who is a relevant intermediary as defined in the Act may appoint more than two (2) proxies. The instrument appointing a proxy shall be in writing under the hand of the appointor or his duly authorised attorney, and shall be deemed to confer authority to demand or join in demanding a poll. A proxy need not be a member of the Company. The instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is signed, shall be deposited at the Office, or received by such electronic means as the Directors may specify, not less than forty-eight (48) hours before the time appointed for holding the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1356f979-25b4-4c15-a858-4c6b9c09f9de","order":93,"text":"21. RESOLUTIONS BY WRITTEN MEANS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S21"},{"id":"5f447e7a-91b4-4c9f-b5a0-4cb9e29ff62f","order":94,"text":"Subject to the Act, anything which may be done by resolution of the Company in general meeting, or by resolution of a meeting of any class of members of the Company, may be done by resolution in writing passed by written means in accordance with the Act. A resolution passed by written means is as valid and effective as if it had been passed at a general meeting of the Company, or a meeting of the relevant class of members, duly convened and held.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a360e459-9b08-43bc-b196-1f75dbf18067","order":95,"text":"A resolution in writing may consist of several documents in like form, each signed or otherwise agreed to by one or more members, including by electronic communication. Any such resolution shall be deemed to have been passed on the date on which the resolution is agreed to by the requisite majority of members entitled to vote, or such later date as may be specified in the resolution. This Article does not apply to a resolution for the removal of an auditor, or for the removal of a director before the expiration of his period of office, which resolutions must be passed at a general meeting in accordance with the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43f0fea5-347c-4047-89e7-1f1438700d41","order":96,"text":"22. DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S22"},{"id":"67e082f6-7075-40de-a073-345e8164e9cb","order":97,"text":"Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than one (1). The Company shall at all times have at least one (1) director who is ordinarily resident in Singapore, as required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"150dddae-9790-4dc6-ad5c-a51a4b8e5f6b","order":98,"text":"A Director shall not be required to hold any share qualification. The remuneration of the Directors shall from time to time be determined by the Company in general meeting, and shall (unless otherwise directed) be divided among the Directors in such proportions and manner as they may agree. The Directors shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or general meetings of the Company, or otherwise in connection with the business of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3b80f89-e58b-43ee-bd10-24e9c2e83275","order":99,"text":"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, and may act in a professional capacity for the Company, on such terms as to remuneration and otherwise as the Directors may determine. Subject to the Act, no Director shall be disqualified by his office from contracting with the Company, provided that the nature of his interest is declared in accordance with the Act, and a Director so interested shall not vote in respect of any contract or arrangement in which he is interested and, if he does so vote, his vote shall not be counted nor shall he be counted in the quorum in relation to any such resolution, except as permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d8d753c-b7a3-440a-b823-e1082f190df3","order":100,"text":"23. POWERS AND DUTIES OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S23"},{"id":"a97f2c38-b4f2-4c01-99c0-2226f10ef241","order":101,"text":"The business of the Company shall be managed by, or under the direction or supervision of, the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Act or by this Constitution, required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Act and of this Constitution and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in general meeting. No regulation so made shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8011ff51-c338-4833-9276-083eb41e5609","order":102,"text":"The Directors may exercise all the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e03a165-1b9f-4ff9-bb88-1ea74ecdd96f","order":103,"text":"The Directors may from time to time, by power of attorney or otherwise, appoint any person or persons to be the attorney or agent of the Company for such purposes and with such powers, authorities and discretions, and for such period and subject to such conditions, as they may think fit. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac9d1658-0add-4ea9-a241-dfa78ea284c7","order":104,"text":"In exercising their powers and discharging their duties, the Directors shall at all times act honestly and use reasonable diligence, and shall observe the duties imposed upon them by the Act and by the general law, including the duty to act in the interests of the Company, to avoid conflicts of interest, and to disclose interests in transactions, property and offices as required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"38d72e84-0751-4f1f-8b76-2410f12acb2a","order":105,"text":"24. APPOINTMENT AND REMOVAL OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S24"},{"id":"f10c6c5e-76f5-4a70-9389-6062e42b1e43","order":106,"text":"The Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with this Constitution. Any Director so appointed shall hold office only until the next following annual general meeting (if the Company holds annual general meetings), and shall then be eligible for re-election.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7c1b948-fc6c-4cc3-bd8f-d339ee164569","order":107,"text":"Subject to the Act, the Company may by ordinary resolution appoint any person to be a Director, and may by ordinary resolution, of which special notice has been given in accordance with section 152 of the Act, remove any Director before the expiration of his period of office, notwithstanding anything in this Constitution or in any agreement between the Company and that Director. The Company may by ordinary resolution appoint another person in place of a Director so removed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4aae8160-6a6c-4ee5-adec-fdbbbe391370","order":108,"text":"The office of a Director shall be vacated if the Director: (a) becomes disqualified from acting as a director by virtue of the Act; (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; (c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental capacity; (d) resigns his office by notice in writing to the Company; or (e) is removed from office in accordance with this Constitution or the Act. A Director may resign by giving notice in writing to the Company, provided that the Company shall continue to have at least one (1) director ordinarily resident in Singapore.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd130768-cb45-46f2-98ee-348acf866e7a","order":109,"text":"25. ALTERNATE DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S25"},{"id":"b734c7aa-db0f-491c-a846-586b18d4032d","order":110,"text":"Any Director may, by instrument in writing delivered to the Company, appoint any person (whether a member of the board or not) who is approved by a majority of the other Directors to be an alternate Director in his place during such period as he thinks fit. An alternate Director shall be entitled to receive notice of all meetings of the Directors and of any committee of which his appointor is a member, to attend and vote at any such meeting at which his appointor is not personally present, and generally to perform all the functions of his appointor as a Director in his absence. An alternate Director shall not be taken into account in reckoning the maximum number of Directors allowed, but shall count in the quorum where his appointor is not present.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f72bba6-9d8e-49ec-b329-aa0888c4e103","order":111,"text":"An alternate Director shall cease to be an alternate Director if his appointor ceases for any reason to be a Director, save that if a Director retires but is re-appointed at the same meeting, any appointment of an alternate Director made by him which was in force immediately before his retirement shall continue after his re-appointment. Any appointment or removal of an alternate Director shall be effected by notice in writing to the Company, which may be given by electronic communication. An alternate Director shall be responsible for his own acts and defaults and shall not be deemed to be the agent of his appointor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e9b649a-3779-41c9-8426-d58605318ca8","order":112,"text":"26. MANAGING AND EXECUTIVE DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S26"},{"id":"bb991a57-16df-4dff-a406-8cd2f65ede34","order":113,"text":"The Directors may from time to time appoint one or more of their body to the office of managing director or to any other executive office of the Company, for such period and on such terms as they think fit, and may revoke any such appointment. A Director appointed to any such executive office shall, subject to the terms of any agreement entered into in any particular case, be subject to the same provisions as to removal as the other Directors, and his appointment shall automatically determine if he ceases for any cause to be a Director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efb7eff8-c27c-4c56-a1bd-2459cd6499d6","order":114,"text":"The Directors may entrust to and confer upon a managing director or other executive Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, and may from time to time revoke, withdraw, alter or vary all or any of those powers. The remuneration of a managing director or other executive Director shall be fixed by the Directors and may be by way of salary, commission, participation in profits, or any combination of these methods.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eebab6ae-aa02-42ba-9cd8-12c66047ea56","order":115,"text":"27. PROCEEDINGS OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S27"},{"id":"20eecbb7-9f49-4dfb-9f95-5c9a5d31f72b","order":116,"text":"The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes, and each Director shall have one vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f97ce7ee-b697-4a18-a850-8c8bb6252bb6","order":117,"text":"In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"59904101-87b9-4f70-b383-dc06fb26429d","value":"1","type":"add","operator":"="}]},{"id":"da44a1b1-22f5-4437-9448-1fe0b2eccfb3","order":118,"text":"In the case of an equality of votes, the chairman of the meeting shall not have a second or casting vote, and the resolution in question shall be deemed not to have been carried.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"59904101-87b9-4f70-b383-dc06fb26429d","value":"1","type":"remove","operator":"="}]},{"id":"7ed022b3-86b9-4b36-baf4-6dfe933a6ea5","order":119,"text":"The quorum necessary for the transaction of the business of the Directors shall be two (2) Directors, save that where the Company has only one (1) Director, that sole Director shall constitute a quorum. A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35301f93-a0c2-4f15-a2b1-1a96db650ed5","order":120,"text":"The Directors may elect a chairman of their meetings 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 ten (10) minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae7a9640-f5df-4fba-94c6-85930a7e40e0","order":121,"text":"A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Directors, and signature by electronic communication shall be sufficient where the Directors so permit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c020dc73-71a4-4c22-813f-9fe31c7f3bd9","order":122,"text":"All acts done by any meeting of the Directors, or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce266286-962e-487e-817e-834648358dcc","order":123,"text":"28. DEADLOCK RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S28","displayConditions":[{"field":"91c54f4e-818a-41c8-bd41-b564988d75ab","value":"1","type":"add","operator":"="}]},{"id":"83e809d1-3f8e-4bf6-9cf9-8b031e9e4e16","order":124,"text":"A deadlock shall be deemed to have arisen if (a) a resolution proposed at two (2) consecutive meetings of the Directors or of the members fails to be passed by reason of an equality of votes or the absence of the required majority, or (b) a quorum is not present at two (2) consecutive duly convened meetings of the Directors or of the members because of the failure of one or more persons to attend, and in either case the matter is one which materially affects the business or affairs of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"91c54f4e-818a-41c8-bd41-b564988d75ab","value":"1","type":"add","operator":"="}]},{"id":"8198756d-1049-4df8-86fd-a2e0863a72f0","order":125,"text":"Upon a deadlock arising, any member or Director may serve written notice (a "Deadlock Notice") on the other members or Directors, and the parties shall first refer the matter to their respective chairmen or most senior representatives, who shall meet (in person or by electronic means) within fourteen (14) days and use their reasonable endeavours, in good faith, to resolve the deadlock. If the deadlock is not resolved within twenty-eight (28) days of the Deadlock Notice, the matter shall be referred to mediation administered by the Singapore Mediation Centre in accordance with its mediation rules for the time being in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"91c54f4e-818a-41c8-bd41-b564988d75ab","value":"1","type":"add","operator":"="}]},{"id":"9da71492-2fac-42e0-b3c9-36b5b8e423d9","order":126,"text":"If the deadlock remains unresolved after mediation, any member holding not less than ten (10) per cent of the issued ordinary shares may, by written notice (a "Buy-Sell Notice"), offer either to sell all of his shares to, or to purchase all of the shares of, the other member or members, at a price per share specified in the notice. The recipient of a Buy-Sell Notice shall, within thirty (30) days, elect either to buy the offeror's shares or to sell his own shares to the offeror, in each case at the specified price; and if the recipient fails to make an election within that period, he shall be deemed to have elected to sell his shares to the offeror at that price. Completion of any sale and purchase under this Article shall take place within thirty (30) days of the election (or deemed election), and each member agrees to execute all instruments and do all things necessary to give effect to it. Nothing in this Article shall prejudice the right of any member to petition for the winding up of the Company under the law applicable to insolvency and winding up.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"91c54f4e-818a-41c8-bd41-b564988d75ab","value":"1","type":"add","operator":"="}]},{"id":"e5b39315-4e55-4b70-9a7a-4df49d16a5ec","order":127,"text":"29. ELECTRONIC AND VIRTUAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S29","displayConditions":[{"field":"a0af0f01-e287-4898-b8cc-7791a3ccb7b8","value":"1","type":"add","operator":"="}]},{"id":"56498fda-54cc-47eb-adab-fb853792a965","order":128,"text":"Any meeting of the members or of the Directors (or of any committee of Directors) may be held at one or more places, or by means of audio, audio-visual or other electronic communication, by which all persons participating in the meeting are able to hear and be heard by, or to communicate with, all other participants, whether or not any of them is in the same place. Participation by such means shall constitute presence in person at the meeting, and all references in this Constitution to a member or Director being "present" shall be construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a0af0f01-e287-4898-b8cc-7791a3ccb7b8","value":"1","type":"add","operator":"="}]},{"id":"99e1de6e-428e-4d62-80f7-51bcc7d01b31","order":129,"text":"Where a meeting is held by electronic means, the meeting shall be deemed to take place where the largest group of participants is assembled or, if there is no such group, where the chairman of the meeting is located. The Directors may make such arrangements and lay down such regulations relating to attendance, participation and voting by electronic means (including arrangements for verifying the identity of participants and for the security of the electronic facilities) as they consider appropriate, and may from time to time vary such arrangements and regulations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a0af0f01-e287-4898-b8cc-7791a3ccb7b8","value":"1","type":"add","operator":"="}]},{"id":"7ff972aa-c697-4e53-a859-8be826e4128f","order":130,"text":"30. SECRETARY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S30"},{"id":"7f979569-312c-4f53-bcb3-b39ab10e4027","order":131,"text":"The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The office of Secretary shall not be left vacant for more than six (6) months at any one time, and the Secretary shall be a natural person who has his principal or only place of residence in Singapore, in accordance with the Act. The Directors shall take all reasonable steps to ensure that the Secretary has the requisite knowledge and experience to discharge the functions of secretary of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c40c2aa2-38f9-4308-8e1c-d1918341f4fa","order":132,"text":"31. MINUTES AND STATUTORY REGISTERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S31"},{"id":"59e84e57-2ed3-43f4-a6ae-eddc7a9bd0c2","order":133,"text":"The Directors shall cause minutes to be made and kept in books provided for the purpose of (a) all appointments of officers made by the Directors; (b) the names of the Directors present at each meeting of the Directors and of any committee of Directors; and (c) all resolutions and proceedings at all meetings of the Company, of the holders of any class of shares, of the Directors, and of committees of Directors. Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a77e76b-b07a-4341-9e2f-d1431f7ab1c3","order":134,"text":"The Company shall keep and maintain at its registered office, or at such other place as is notified to the Registrar, the registers and records required by the Act, including the register of members, the register of directors, secretaries, auditors and chief executive officers, the register of charges, the register of controllers (beneficial owners) and, where applicable, the register of nominee directors and nominee shareholders. The Directors shall ensure that all such registers and records are kept up to date and are made available for inspection to the extent, and by the persons, required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b17e184c-c156-4433-8bc2-c536c6f871cd","order":135,"text":"32. COMMON SEAL AND EXECUTION OF DOCUMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S32"},{"id":"2add2187-c040-4390-aa65-c4a2ceb72dc1","order":136,"text":"The Company may, but is not obliged to, have a common seal. If the Company has a Seal, the Directors shall provide for the safe custody of the Seal, which shall be used only by the authority of the Directors or of a committee of Directors authorised by the Directors in that behalf, and every instrument to which the Seal is affixed shall be signed by such persons as the Directors may from time to time determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"044c51f0-e0bc-43fa-ade5-db41d7ef654d","order":137,"text":"The Company may execute any document, whether or not it relates to the disposition of land, without using a common seal, by the signature of an authorised officer or officers expressed to be signing on behalf of the Company, in any manner permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9fb32781-1a46-4758-a8b1-cbaab88c2dee","order":138,"text":"33. DIVIDENDS AND RESERVES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S33"},{"id":"fa88b52d-33c3-431a-819d-6f0cf28ede67","order":139,"text":"The Company may, by ordinary resolution, declare dividends, but no dividend shall exceed the amount recommended by the Directors. No dividend shall be paid otherwise than out of profits available for distribution in accordance with the Act. The Directors may from time to time pay to the members such interim dividends as appear to them to be justified by the profits of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7bf18a9-750e-47e0-ac9e-8146dd7cd29e","order":140,"text":"Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eace96f8-8cfb-4550-820c-e8221a615d42","order":141,"text":"The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc5156e5-4ad7-482f-9c41-715fc2439411","order":142,"text":"No dividend shall bear interest against the Company. Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post to the registered address of the holder, or by electronic funds transfer to such account as the holder may in writing direct, and payment so made shall be a good discharge to the Company. All dividends unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5852adf8-44bd-436b-8293-59a0519ecac3","order":143,"text":"34. CAPITALISATION OF PROFITS AND RESERVES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S34"},{"id":"8a61ef16-0bc6-4c5b-8fad-4cb12d7c0639","order":144,"text":"The Company may, by ordinary resolution upon the recommendation of the Directors, resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution, and accordingly that such sum be set free for distribution among the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by those members respectively, or in paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and among those members in the said proportions, or partly in one way and partly in the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b8a1d3e0-02ff-4207-a4c8-6f01cd85eb6a","order":145,"text":"The Directors shall give effect to any such resolution, and may make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision as they think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, to issue fractional certificates or to disregard fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2389341f-47e6-4d5c-85ff-18bd86c06e15","order":146,"text":"35. ACCOUNTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S35"},{"id":"d778f5cf-29dd-4b32-8005-6fd2862fd282","order":147,"text":"The Directors shall cause to be kept such accounting and other records as are necessary to comply with the Act, and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited (where an audit is required). The accounting and other records shall be kept at the Office or at such other place as the Directors think fit, and shall at all times be open to the inspection of the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d77ce49-7aed-448c-909b-c8248d925e5f","order":148,"text":"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 accounting and other records 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 paper of the Company except as conferred by the Act, or authorised by the Directors or by the Company in general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af40ffb1-11ab-4b23-8b8d-855d114301c6","order":149,"text":"The Directors shall cause to be prepared and laid before the Company in general meeting (or, where annual general meetings are dispensed with, sent to the members) such financial statements, consolidated financial statements, balance sheets, reports and documents as are required by the Act, within the periods and in the manner prescribed by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b6b066e-6255-4b93-a7c7-3e61803209d9","order":150,"text":"36. AUDIT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S36"},{"id":"75246f57-232d-4481-a87f-69164efc2511","order":151,"text":"Auditors shall be appointed, and their duties regulated, in accordance with the Act, save that the Company shall not be required to appoint an auditor for so long as it is exempt from audit requirements under the Act (including as a dormant company or as a small company satisfying the prescribed criteria). The remuneration of the auditors shall be fixed by the Company in general meeting, or in such manner as the Company in general meeting may determine, save that the remuneration of an auditor appointed by the Directors may be fixed by the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a20e821c-82e3-4b8a-812c-f24d322d827a","order":152,"text":"37. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S37"},{"id":"d0d3638b-1493-4872-83bb-5a54c1f01c9d","order":153,"text":"Any notice or document may be served by the Company upon any member either personally, by sending it through the post in a prepaid letter addressed to the member at his registered address, or (to the extent permitted by the Act and where the member has agreed or is deemed to have agreed) by electronic communication to the electronic address supplied by the member for that purpose, or by making it available on a website and notifying the member of its availability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e931562d-ac5d-49e6-8a7b-1d0f164334d4","order":154,"text":"Any notice sent by post shall be deemed to have been served at the expiration of forty-eight (48) hours after the letter containing the same is posted; any notice sent by electronic communication shall be deemed to have been served on the day on which it is transmitted; and any notice made available on a website shall be deemed to have been served on the day on which notification of its availability is given. In proving such service it shall be sufficient to prove that the letter was properly addressed, stamped and posted, or that the electronic communication was properly addressed and transmitted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"550c57fe-c6f2-4a37-b461-307c77ffd869","order":155,"text":"Electronic transmission of notices and documents, and the provision of documents by publication on a website, shall be effected in accordance with the Act. A member who has no registered address within Singapore, and has not supplied to the Company an address within Singapore or an electronic address for the giving of notices, shall not be entitled to receive any notice from the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29c9d6c9-b32d-48b4-9f85-a80ebea154ee","order":156,"text":"38. WINDING UP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S38"},{"id":"a6bc93c9-a1ab-4b25-a500-3f4f2d04214c","order":157,"text":"If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the law applicable to insolvency and winding up, divide among the members in specie or kind the whole or any part of the assets of the Company (whether they consist of property of the same kind or not), and may for that purpose set such value as he deems fair upon any property to be so divided, and may determine how the division shall be carried out as between the members or different classes of members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6f977f22-9dd6-46e9-8c6d-a5e4630a9a6a","order":158,"text":"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 contributories as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01c172df-f99c-4356-b0da-e578d0cf2d2d","order":159,"text":"39. INDEMNITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S39"},{"id":"77dc1278-9d43-43d9-bb05-453fb6896cbc","order":160,"text":"Subject to the Act, every Director, Secretary and other officer for the time being of the Company shall be entitled to be indemnified out of the assets of the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties, or in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under the Act in which relief is granted to him by the court. No Director or other officer shall be liable for any act, omission, neglect or default of any other Director or officer, or for joining in any act for the sake of conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his office, unless the same happens through his own negligence, default, breach of duty or breach of trust. The Company may purchase and maintain insurance for any such officer against any such liability, to the extent permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a465967e-9937-427c-b37a-9604ac6a93c6","order":161,"text":"40. SECRECY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S40"},{"id":"26d318a0-3131-45cf-a24e-d55d095f2519","order":162,"text":"Every Director, Secretary, auditor, officer and agent of the Company shall observe secrecy in respect of all transactions of the Company with its customers and the state of accounts with individuals, and in respect of all matters relating to the affairs of the Company, and shall not reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors, by law, or by the person to whom such matters relate, and except so far as may be necessary in order to comply with any of the provisions of this Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61153696-d6b7-4df3-aab8-b9dcb478e99e","order":163,"text":"41. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S41"},{"id":"a50af889-6b9f-4cc7-9711-9ada651831a7","order":164,"text":"This Constitution and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation, shall be governed by and construed in accordance with the laws of the Republic of Singapore.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e150a92a-ecbd-4743-bccd-283810802e4f","order":165,"text":"Any dispute arising out of or in connection with this Constitution, including any question regarding its existence, validity or termination, or any dispute between the Company and any member, or between members in their capacity as such, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Article. The seat of the arbitration shall be Singapore, the tribunal shall consist of one (1) arbitrator, and the language of the arbitration shall be English.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"af6bd38f-c5c2-4da3-88f0-d1c4caedc131","value":"siac","type":"add","operator":"="}]},{"id":"befa626a-b0fb-43b5-a9ff-2e3f57b371f9","order":166,"text":"The parties shall first seek to resolve any dispute arising out of or in connection with this Constitution amicably by mediation administered by the Singapore Mediation Centre in accordance with its mediation rules for the time being in force. If the dispute is not resolved by mediation within sixty (60) days of the commencement of the mediation, or such longer period as the parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force. The seat of the arbitration shall be Singapore, the tribunal shall consist of one (1) arbitrator, and the language of the arbitration shall be English.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"af6bd38f-c5c2-4da3-88f0-d1c4caedc131","value":"medarb","type":"add","operator":"="}]},{"id":"5fd17bdb-9d46-461a-8622-f897ec209b59","order":167,"text":"The courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Constitution, its subject matter or formation, and each member irrevocably submits to the exclusive jurisdiction of those courts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"af6bd38f-c5c2-4da3-88f0-d1c4caedc131","value":"courts","type":"add","operator":"="}]},{"id":"a5c9e03f-226a-44c4-8653-f9e1e4048b43","order":168,"text":"42. SEVERABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S42"},{"id":"6057fe48-c83e-46d8-8908-eeac2b215cd1","order":169,"text":"If any provision or part-provision of this Constitution is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; and if such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Article shall not affect the validity and enforceability of the rest of this Constitution. Each provision of this Constitution is severable and distinct from the others, to the extent permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e3a41f65-f63a-4bef-b291-02bbb3a498de","order":170,"text":"43. ALTERATION OF CONSTITUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"16","sectionNum":"S43"},{"id":"0cb15f71-32fd-4a44-90ea-a4ec2a3a63c7","order":171,"text":"Subject to the Act, the Company may, by special resolution, alter or add to this Constitution or any of its provisions. A copy of every special resolution altering or adding to this Constitution, together with a copy of the Constitution as altered, shall be lodged with the Registrar within the period prescribed by the Act. Any alteration or addition so made shall be as valid as if originally contained in this Constitution, and shall be subject in like manner to alteration by special resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"49cce24e-eed3-495b-afab-4dbb77961c91","order":172,"text":"NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24"},{"id":"f71f8eb5-ece3-44ac-84ba-18ba674163fb","order":173,"text":"We, the several persons whose names, addresses and descriptions are subscribed below, are desirous of being formed into a company in pursuance of this Constitution, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f1d84ceb-46ff-4155-8c84-7166d3544500","order":174,"text":"Name of subscriber: [Name of first subscriber]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"66e60272-505d-4c22-b490-85fc41b0f66f","order":175,"text":"Identification / Registration No.: [NRIC / FIN / UEN]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"a432d129-c798-4c48-8cad-5edcdd73c6e0","order":176,"text":"Address: [Address of first subscriber]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"26fd4a7c-10ba-4a79-8826-e9e486c2ee90","order":177,"text":"Number of shares taken: [Number of shares]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"0cb54595-4f79-45dd-8545-596ee9d024dc","order":178,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f5422024-6a5b-4001-b8c9-9abc226640d5","order":179,"text":"Name of subscriber: [Name of second subscriber]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"3737b00d-b2c0-48d0-bdac-5a089d606c3a","value":"1","type":"add","operator":"="}]},{"id":"5bf63a07-5519-4653-a54c-19e06ce31db2","order":180,"text":"Identification / Registration No.: [NRIC / FIN / UEN]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"3737b00d-b2c0-48d0-bdac-5a089d606c3a","value":"1","type":"add","operator":"="}]},{"id":"4c72f245-1a1a-434a-af05-7e3354e85906","order":181,"text":"Address: [Address of second subscriber]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"3737b00d-b2c0-48d0-bdac-5a089d606c3a","value":"1","type":"add","operator":"="}]},{"id":"e685021c-6071-4e24-a7e2-10d28b12401c","order":182,"text":"Number of shares taken: [Number of shares]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"3737b00d-b2c0-48d0-bdac-5a089d606c3a","value":"1","type":"add","operator":"="}]},{"id":"6186f9d3-e126-4f5e-8487-f9a6a8c5a2ec","order":183,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"3737b00d-b2c0-48d0-bdac-5a089d606c3a","value":"1","type":"add","operator":"="}]},{"id":"8892dd1f-c754-4ed9-b45a-99673c9e4a91","order":184,"text":"Dated this [Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"6"},{"id":"a1e4d89e-7016-4157-a23e-7e888f8974c8","order":185,"text":"Witness to the above signature(s):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"09436ac4-1752-47bc-bab8-58d63433c77a","order":186,"text":"Name of witness: [Name of witness]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"27d6eef1-716a-4b2a-8d4b-3c38911a8ca4","order":187,"text":"Address of witness: [Address of witness]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"94d8f101-ef82-4a0d-a76c-1811bf256d36","order":188,"text":"Signature of witness: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]