Meadow Company Limited
草甸有限公司
(An exempted company incorporated with limited liabiity under the laws of Cayman Islands)
(根据开曼群岛法律注册成立的有限责任豁免公司)
(the "Company")
(“公司”)
UNANIMOUS WRITTEN RESOLUTIONS OF ALL THE DIRECTORS(THE“DIRECTORS” AND EACH A“DIRECTOR”)OF THE COMPANY ON 29 OCTOBER 2024
本公司全体董事(「董事」及每位「董事」)于2024年10月29日一致通过的书面决议案
1. Declaration of interests
1.利益申报
1.1 NOTED THAT each of the Directors of theCompany has duly declared his or her interests (if any) in the transactions being resolved herein in accordance with the existing Memorandum and Articles ofAssociation of the Company (the "Articles")and the relevant laws and regulations applicable to the Company,including:
1.1注意到,本公司各董事已根据本公司现有的组织章程大纲和章程细则(“章程细则”)以及适用于本公司的相关法律法规,正式声明其在本协议解决的交易中的利益(如有),包括:
(a) Chang Xiaowei,LIM Wen Wei and Yang Huanan are Directors designated by HMI Company Limited("HMI");
(a)常晓伟、林文伟和杨华南为HMI Company Limited(“HMI”)指定的董事;
(b)Hong Yunxiang(洪雲翔)is the Director designated by Diligent Master Limited("Diligent Master");and
(b)洪云翔(洪翔)是Diligent Master Limited(“Diligent Master”)指定的董事;和
(c) Tian Yuan is the Director designated by YM Investment Ltd.("YMI").
(c)田元为YM nvestment Ltd.(“YMI”)指定的董事。
2. Transactions
2.交易
2.1 NOTED that the Company has entered into or proposes to enter into the share repurchase agreement (the“SRA”),acopy of which has been submitted to the Directors
2.1注意到公司已签订或拟签订股份回购协议(“SRA”),其副本已提交给董事
2.2 FURTHER NOTED THAT the Directors have carefully reviewed and considered the terms and conditions of the SRA and the transactions and obligations contemplated by or referred to in the SRA(together,the “Transactions”),and considered them to be fair and reasonable and that it is in the Company's best commercial interest to approve,ratify and enter into the SRA and the
2.2进一步注意到,董事已仔细审查和考虑了SRA的条款和条件以及SRA设想或提及的交易和义务(统称“交易”),并认为这些条款和条件是公平合理的,批准、批准和签订SRA和
Transactions
交易
2.3 RESOLVED THAT:
2.3决议:
(a) the terms and conditions of the SRA and the Transactions be and are hereby approved, confirmed,ratified and adopted as substantially provided to the Directors,subject to such amendments and additions thereto asany person or persons specified in paragraph (c) below (the “Authorized Signatory”),in his or her sole opinion and absolute discretion deems appropriate,the signature of the Authorized Signatory on the SRA being due evidence for all purposes of the approval of any such amendment or addition and the fina terms thereof on behalf of the Company,and THAT the Authorized Signatory be and is or are hereby authorised to execute and deliver the SRA on behalf of the Company;
(a)SRA和交易的条款和条件在此得到批准、确认、批准和通过,并基本上提供给董事,但须经下文(c)段中规定的任何人(“授权签字人”)的唯一意见和绝对酌情权认为适当的修改和补充,授权签字人在SRA上的签名是代表公司批准任何此类修改或补充及其最终条款的充分证据,授权签字人在此被授权代表公司执行和交付SRA;
(b) the Authorized Signatory be and is hereby authorised to make,sign,execute,deliver and dispatchall such notes,deed,agreements,letters,notices,certificates,acknowledgements, instructions,fee letters,appointments of agentsfor service of process and other documents (whether of a like nature or not)(the "Ancillary Documents")as may in his or her sole opinion and absolute discretion be considered necessary or desirable for the purpose of satisfying any condition precedent or the coming into effect or otherwise giving effect to, consummating or completing or procuring the performance and completion of the Transactions,AND ALSO the Authorized Signatory be and is hereby authorised to do al such acts and things as might in his or her sole opinion and absolute discretion be necessary or desirable for the purposes aforesaid;and the Ancillary Documents be in such form as the Authorized Signatory should in his or her sole opinion and absolute discretion approve,the signature of the Authorized Signatory on any of the Ancillary Documents being due evidence for llpurposes of the approval of the terms thereof on behalf of the Company;
(b)特此授权授权签署人制作、签署、签署、交付和发送其唯一认为和绝对酌情权认为对满足任何先决条件或生效或以其他方式实施、完成或完成或促成交易的履行和完成是必要或可取的所有票据、契约、协议、信件、通知、证书、确认、指示、收费信函、送达程序的代理人和其他文件(无论是否具有类似性质)(“附属文件”),并且授权签署人在此授权并绝对酌情权进行其唯一认为和绝对酌情权认为对上述目的是必要或可取的所有行为和事情;附属文件的形式应由授权签署人以其唯一认为和绝对酌情权批准授权人的签名任何附属文件的签署人,作为代表公司批准其条款的正当证据;
(c)the SRA and the Ancillary Documents be executed by the signature thereof of Chang Xiaowei and Hong Yunxiang(洪雲翔),signing jointly,and to deliver the same,for and on behalf of the Company.
(c)SRA及附属文件由常晓伟及洪云翔(洪翔)签署,共同签署,并代表本公司交付。