Silk Road Logistics : SECOND AMENDED AND RESTATED BYE LAWS

SECOND AMENDED AND RESTATED BYE LAWS

OF

Silk Road Logistics Holdings Limited

絲路物流控股有限公司

(Adopted by way of special resolution passed

at the annual general meeting held on 21 June 2022)

	INDEX
SUBJECT	Bye Law No.
Interpretation	1-2
Share Capital	3
Alteration Of Capital	4-7
Share Rights	8-9
Variation Of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls On Shares	25-33
Forfeiture Of Shares	34-42
Register Of Members	43-44
Record Dates	45
Transfer Of Shares	46-51
Transmission Of Shares	52-54
Untraceable Members	55
General Meetings	56-58
Notice Of General Meetings	59-60
Proceedings At General Meetings	61-65
Voting	66-77
Proxies	78-83
Corporations Acting By Representatives	84
Written Resolutions Of Members	85
Board Of Directors	86
Retirement Of Directors	87-88
Disqualification Of Directors	89
Executive Directors	90-91
Alternate Directors	92-95
Directors' Fees And Expenses	96-99
Directors' Interests	100-103
General Powers Of The Directors	104-109
Borrowing Powers	110-113
Proceedings Of The Directors	114-123
Managers	124-126
Officers	127-130
Register of Directors and Officers	131
Minutes	132
Seal	133
Authentication Of Documents	134
Destruction Of Documents	135
Dividends And Other Payments	136-145

INDEX (continued)
SUBJECT	Bye Law No.
Reserves	146
Capitalisation	147-148
Subscription Rights Reserve	149
Accounting Records	150-154
Audit	155-160
Notices	161-163
Signatures	164
Winding Up	165-166
Indemnity	167
Alteration Of Bye laws And Amendment To
Memorandum of Association And Name of Company	168
Information	169

INTERPRETATION

1. In these Bye laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
"Act"	the Companies Act 1981 of Bermuda.
"announcement"	an official publication of a Notice or document of the Company,
	including a publication, subject to and to such extent permitted by the
	Listing Rules, by electronic communication or by advertisement
	published in the newspapers or in such manner or means ascribed and
	permitted by the Listing Rules and applicable laws.
"Auditor"	the auditor of the Company for the time being and may include any
	individual or partnership.
"Board" or "Directors"	the board of directors of the Company or the directors present at a
	meeting of directors of the Company at which a quorum is present.
"Bye laws"	these Bye laws in their present form or as supplemented or amended or
	substituted from time to time.
"capital"	the share capital of the Company from time to time.
"clear days"	in relation to the period of notice that period excluding the day when
	the notice is given or deemed to be given and the day for which it is
	given or on which it is to take effect.
"clearing house"	a clearing house recognised by the laws of the jurisdiction in which the
	shares of the Company are listed or quoted on a stock exchange in such
	jurisdiction, including Hong Kong Securities Clearing Company
	Limited.
"close associate"	in relation to any Director, shall have the same meaning as defined in
	the Listing Rules as modified from time to time, except that for
	purposes of Bye-law 100 where the transaction or arrangement to be
	approved by the Board is a connected transaction referred to in the
	Listing Rules, it shall have the same meaning as that ascribed to
	"associate" in the Listing Rules.
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"Company"	Silk Road Logistics Holdings Limited 絲路物流控股有限公司.
"competent regulatory	a competent regulatory authority in the territory where the shares of the
authority"	Company are listed or quoted on a stock exchange in such territory.
"debenture" and "debenture	include debenture stock and debenture stockholder respectively.
holder"
"Designated Stock Exchange"	a stock exchange which is an appointed stock exchange for the purposes
	of the Act in respect of which the shares of the Company are listed or
	quoted and where such appointed stock exchange deems such listing or
	quotation to be the primary listing or quotation of the shares of the
	Company.
"dollars" and "$"	dollars, the legal currency of Hong Kong.
"electronic communication"	a communication sent, transmitted, conveyed and received by wire, by
	radio, by optical means or by other electron magnetic means in any form
	through any medium.
"electronic meeting"	a general meeting held and conducted wholly and exclusively by virtual
	attendance and participation by Members and/or proxies by means of
	electronic facilities.
"head office"	such office of the Company as the Directors may from time to time
	determine to be the principal office of the Company.
"hybrid meeting"	a general meeting convened for the (i) physical attendance by Members
	and/or proxies at the Principal Meeting Place and where applicable, one
	or more Meeting Locations and (ii) virtual attendance and participation
	by Members and/or proxies by means of electronic facilities.

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