Resolution(s)

Proposal Two: By an ordinary resolution, to adopt a dual-class share capital structure, conditional on Proposal Three being passed, to:

(i)              all of the issued and outstanding ordinary shares of US$0.30 par value each in the capital of the Company (the “Ordinary Shares”) into class A Ordinary Shares of US$0.30 par value each, each having one (1) vote per share and the other rights attached to it as set out in the Fourth Amended and Restated Memorandum and Articles of Association (the “Class A Ordinary Shares”) on a one for one basis;

(ii)            25,000,000 authorized but unissued Ordinary Shares into 25,000,000 class B Ordinary Shares of US$0.30 par value each, each having twenty (20) votes per share and the other rights attached to it as set out in the Fourth Amended and Restated Memorandum and Articles of Association (the “Class B Ordinary Shares”) on a one for one basis; and

(iii)           the remaining authorized but unissued Ordinary Shares into Class A Ordinary Shares on a one for one basis,

provided that the Company shall, at the time of the above resolution, have not less than 25,000,000 authorized but unissued Ordinary Shares (“Dual-Class Share Capital Structure”).

Proposal Three: By a special resolution, conditional upon Proposal Two being passed, the Company’s current Amended and Restated Memorandum and Articles of Association to reflect the Dual-Class Share Capital Structure by adoption of the Fourth Amended and Restated Memorandum and Articles of Association in the form attached as Exhibit A to the accompanying proxy statement (the “Fourth Amended and Restated Memorandum and Articles of Association”).

By an ordinary resolution, to approve the repurchase and issuance of shares of certain shareholders as follows:

7,467

By a special resolution, the Company’s Articles of Association to insert a new Article 37A immediately after Article 37, as follows:

“37A.  Subject to the Companies Act, the Company may by Special Resolution from time to time reduce its share capital in any way, and in particular, without prejudice to the generality of the foregoing power, may:

(a) cancel any paid-up share capital which is lost, or which is not represented by available assets; or

(b) pay off any paid-up share capital which is in excess of the requirements of the Company,

and may, if and so far as is necessary, alter the Memorandum of Association by reducing the amounts of its share capital and of its Shares accordingly

By a special resolution, conditional upon Proposals Two and Five being passed and subject to the confirmation by the Grand Court of the Cayman Islands, the par value of each authorized share in the capital of the Company (including all issued shares) to reduce from US$0.30 to US$0.000001 (the “Share Capital Reduction”), such that following the Share Capital Reduction, the authorized share capital of the Company shall be US$500, divided into 500,000,000 shares of par value US$0.000001 each, comprising of 475,000,000 Class A Ordinary Shares of par value US$0.000001 each and 25,000,000 Class B Ordinary Shares of par value US$0.000001 each.

By an ordinary resolution, conditional upon Proposal Six being passed, subject to the Grand Court of the Cayman Islands confirming the Share Capital Reduction and with effect immediately following the effectiveness of the Share Capital Reduction, the Company’s authorized share capital to increase from (i) US$500, divided into 500,000,000 shares of par value US$0.000001 each, comprising of 475,000,000 Class A Ordinary Shares of par value US$0.000001 each and 25,000,000 Class B Ordinary Shares of par value US$0.000001 each, to (ii) US$15,000 divided into 15,000,000,000 shares of par value US$0.000001 each, comprising of 14,250,000,000 Class A Ordinary Shares of par value US$0.000001 each and 750,000,000 Class B Ordinary Shares of par value US$0.000001 each, by:

(1) the creation of 13,775,000,000 new Class A Ordinary Shares of par value US$0.000001 each; and

(2) the creation of 725,000,000 new Class B Ordinary Shares of par value US$0.000001 each,

(the “Share Capital Increase”).

By an ordinary resolution, to approve a reverse stock split of all of the Company’s authorized shares (including all issued shares), at a ratio of not less than 1-for-2 and not more than 1-for-200, with the final ratio to be determined by the Board of Directors in its sole discretion at any time after approval by the shareholders (the “Reverse Stock Split”), and authorize the Board of Directors to implement such Reverse Stock Split at its discretion at any time prior to the one-year anniversary of this Annual Meeting.