开曼群岛公司法章程(3)

THE COMPANIES LAW (2002 REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

[【】 CAYCO] LIMITED

开曼群岛

《公司法》（2002年修订）

股份有限公司

[【】开曼公司] 公司章程

1. In these Articles Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith, 1.

本章程中，除非题目或上下文所述，否则法令附件中表A并不适用且不相一致： \Affiliate\

of a company or corporation shall mean any company, corporation, or other entity that controls, is controlled by, or is under common control with, the specified company or corporation, within the meaning of Rule 144 of the Securities Act. means these Articles as originally framed or as from time to time altered by Special Resolution.

means the persons for the time being performing the duties of auditors of the Company.

\Articles\

\Auditors\

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\Board of Directors\

\China Subsidiaries\

\Closing\

\Common Share\

\Company\

\Debenture\

\Directors\

\Dividend\\Founder\\Member\

\Memorandum of Association\

\Month\\paid-up\\PRC\

means the Board of Directors of the Company.

means the PRC 【】 and [●], each a limited liability company established under the laws of the PRC.

shall bear the meaning as ascribed to it in the Share Purchase Agreement.

means a common share in the capital of the Company with a par value of US$[●] each. means [【】].

means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.

means the directors for the time being of the Company.

includes bonuses and interim dividends. means [【】]

shall bear the meaning as ascribed to it in the Statute.

means the Memorandum of Association of the Company, as amended and restated from time to time. means calendar month.

means paid-up and/or credited as paid-up. means, for the purpose of these Articles, the Peoples' Republic of China, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and the Islands of Taiwan.

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\PRC 【】\

Dalian 【】 Computer Technology Co. Ltd. (大连【】计算机技术有限公司), a wholly-foreign owned enterprise established by the Company under the laws of the PRC.

means the Series A Preferred Shares and other preferred shares, if any, that may be duly created and issued from time to time. means a firm commitment public offering of Common Shares on an internationally recognized securities exchange, including without limitation, in Japan, Hong Kong or the United States (registered under the Securities Act) with a minimum market capitalization of US$160 million. means the registered office for the time being of the Company.

means the common seal of the Company and includes every duplicate seal.

includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.

means the Securities Act of 1933, as amended, of the United States of America. means the date of the first sale and issuance of Series A Preferred Shares.

\Preferred Shares\

\Qualified IPO\

\Registered office\

\Seal\

\Secretary\

\Securities Act\

\Series A Original Issue Date\

\Series A Original Issue Price\ means the price per share of US$[●] at

which the Series A Preferred Shares were issued on the Series A Original Issue Date, subject to adjustments made for share splits, share subdivision, share combination and the like. \Series A Preferred Share\

mean a series A preferred share in the capital of the Company with a nominal or per share par value of US$[0.01] having the rights set out in these Articles. 8

\Share Premium Account\

\Share Purchase Agreement\

\Special Resolution\

\Statute\

\Subsidiary\

means the account of the Company which the Company is required by the Statute to maintain, to which all premiums over nominal or par value received by the Company in respect of issues of shares from time to time are credited.

means that certain Series A Preferred Shares Purchase Agreement entered into or to be entered into among the Company, the PRC 【】, the Founder, and certain investors and certain shareholders of the Founder for the sale and issuance of Series A Preferred Shares on the Series A Original Issue Date.

means a Members resolution expressed to be a special resolution and passed either (i) as a unanimous written resolution signed by all Members entitled to vote or (ii) at a meeting by Members holding a majority of not less than 75% of all Common Shares then outstanding, calculated on a fully converted basis, including holders of at least a majority of the then outstanding Series A Preferred Shares as a single class (which Members, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given).

means the Companies Law (2002 Revised) of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in force. means, with respect to any subject entity (the \entity\(i) any company, partnership or other entity (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or (y) more than a 50% interest whose in 9

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