| Proposal One: | | By an ordinary resolution that with immediate effect upon passing, the authorized share capital of the Company of US$100,100 divided into 260,000,000,000 shares of a par value of US$0.000000385 each be re-designated and re-classified as follows (the “Re-designation”): (i) all the authorized and issued and outstanding ordinary shares of a par value of US$0.000000385 each (the “Ordinary Shares”) in the share capital of the Company held by existing shareholders of the Company as of the date hereof except the 21,395,400 Ordinary Shares held by BIN XUE, GBUY GLOBAL LTD, and WEBUY TALENT LTD be re-designated and re-classified as class A ordinary shares with a par value of US$0.000000385 each (the “Class A Ordinary Shares”) on a one for one basis; (ii) (iii) the 21,395,400 authorized and issued and outstanding ordinary shares held by BIN XUE, GBUY GLOBAL LTD, and WEBUY TALENT LTD be re-designated and re-classified as 21,395,400 class B ordinary shares with a par value of US$0.000000385 each (the “Class B Ordinary Shares”) on a one for one basis; (iv) (v) 259,919,013,800 authorized but unissued Ordinary Shares be re-designated and re-classified into 259,919,013,800 Class A Ordinary Shares with a par value of US$0.000000385; and (vi) (vii) re-designate 28,604,600 authorized but unissued Ordinary Shares into 28,604,600 Class B Ordinary Shares with a par value of US$0.000000385 each with ten (10) votes per share and with other rights attached to it as set out in the Second Amended and Restated Memorandum and Articles of Association (as defined below) on a one for one basis, in each case having the rights and subject to the restrictions set out in the Second Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of the Company (collectively the “Second Amended and Restated Memorandum and Articles of Association”), and following which the authorized share capital of the Company shall be US$100,100 divided into 259,950,000,000 Class A Ordinary Shares with a par value of US$0.000000385 each and 50,000,000 Class B Ordinary Shares with a par value of US$0.000000385 each with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained. | | | 28,789,654 | | | 12,841,732 | | | 28,351 | |
