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Securities Restrictions

Exchanges

The ordinary shares of Asia Distribution Solutions are currently only traded on AIM.

Shareholders Rights

As Asia Distribution Solutions is incorporated in the Cayman Islands, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Transfer Restrictions

Subject to the Articles, all Ordinary Share transfers may be elected by an instrument of transfer in the usual or common form or in a form prescribed by the London Stock Exchange or in such other form as the Board may approve. The instrument of transfer (which need not be under seal) must be executed by or on behalf of the transferor and contain the name and address of the transferee but in the absence of such written instrument of transfer, the Board may accept such evidence of a transfer of Ordinary Shares as they consider appropriate. The Board may also resolve to accept mechanically executed transfers. The transferor shall remain the holder of the Ordinary Shares until the transferee’s name is entered in the share register.

The Board may, at its absolute discretion and without giving any reason, refuse to register a transfer of any Ordinary Share (not being a fully paid up Ordinary Share) to a person of whom it does not approve or any Ordinary Share issued under any Ordinary Share incentive scheme for employees upon which a restriction of transfer imposed thereby still subsists, provided always that where any such Ordinary Share is listed on AIM or on the Offcial List of the UK Listing Authority the refusal does not prevent dealings in Ordinary Shares of that class in the Company from taking place on an open and proper basis. The Board may also refuse to register a transfer to more than four joint Shareholders or a transfer of an Ordinary Share (not being fully paid up) on which the Company has a lien. No transfer shall be made to an infant, to a person of unsound mind or under other legal disability.

The Board, in so far as permitted by any applicable law, may in its absolute discretion, at any time and from time to time transfer any Ordinary Share upon the share register to any branch register or any Ordinary Share on any branch register to the share register or any other branch register. In the event of any such transfer, the Shareholder requesting such transfer shall bear the cost of electing the transfer unless the Board otherwise determines.

Unless the Board otherwise agrees, no Ordinary Shares upon the share register shall be transferred to any branch register nor shall Ordinary Shares on any branch register be transferred to the share register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any Ordinary Shares on a branch register, at the relevant registered office, and, in the case of any Ordinary Shares on the share register, at the registered office or such other place at which the share register is kept in accordance with the Companies Law.

The Board may decline to register any instrument of transfer unless a fee (of such maximum sum as may be prescribed in the AIM Rules to be payable or such lesser sum as the Directors may from time to time require) is paid to the Company and the instrument of transfer is properly stamped, is in respect of only one class of Ordinary Share and is lodged at the relevant registration office or such other place at which the share register is kept accompanied by the relevant Ordinary Share certifcates and such other evidence to show the right of the transferor to make the transfer.

If the Board refuses to register a transfer of any Ordinary Share, it shall send notice within two months after the transfer was lodged to the transferor and transferee.

Where any class of shares is a participating security and the Company is entitled under the Companies Law, the Articles or any applicable regulations to sell, transfer, dispose of, forfeit, re-allot, accept the surrender of or otherwise enforce a lien over a share held in uncertifcated form without an instrument of transfer, the Company shall be entitled, subject to the Law, the Articles, any applicable regulations and the facilities and requirements of the Relevant System (as defned in the Articles):

(a) to require the holder of that uncertifcated share by notice to change that share into certifcated form within the period specifed in the notice and to hold that share in certifcated form so long as required by the Company;
(b) to require the holder of that uncertifcated share by notice to give any instructions necessary to transfer title to that share by means of the Relevant System within the period specifed in the notice;
(c) to require the holder of that uncertifcated share by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the Relevant System, necessary to transfer that share within the period specifed in the notice; and
(d) to take any action that the Board considers appropriate to achieve the sale, transfer, disposal of, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of it.

The Directors shall, subject always to the Companies Law, any other applicable laws and regulations and the facilities and requirements of any Relevant System concerned and the Articles, have power to implement and/or approve any arrangements they may, in their absolute discretion, think ft in relation to the evidencing of title to and transfer of interests in shares in the capital of the Company in the form of depositary interests or similar interests, instruments or securities, and to the extent such arrangements are so implemented, no provision of the Articles shall apply or have elect to the extent that it is in any respect inconsistent with the holding or transfer thereof or the shares in the capital of the Company represented thereby. The Directors may from time to time take such actions and do such things as they may, in their absolute discretion, think ft in relation to the operation of any such arrangements.