Memorandum & Article of Association, Companies Act 1965

Company No : 288375-M

THE COMPANIES ACT, 1965

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

ABC XYZ SDN. BHD.

1. The name of the Company is "ABC XYZ SDN. BHD."

2. The Registered Office of the Company will be situate in Malaysia.

3. The objects for which the Company is established are:-

(1) To carry on, all or any, in Malaysia or in any part of the world, the business of motor vehicles and parts, electrical appliances, hardware dealers and of fishing equipment, tackle and appliances of all kinds, boats and ships of all made and kinds, outboard and inboard engines and parts of all kinds and the business of ice-factory.

(2) To carry on, all or any, in Malaysia or in any part of the world, the business of general merchants, traders, suppliers, importers, exporters, stokers, stockiest, storekeepers, removers; packers, brokers, distributors, manufacturers, manufacturers' representatives, commission, insurances, managing, financial and general agents, investors, franchisors, carriers, ships owner, and or in any other capacity, and dealers in, and to buy, prepare, manufacture, render marketable, sell, barter, exchange, pledge, charge, make advances on and otherwise deal in or with or turn to account by wholesale or retail goods, general merchandise and other commodities of all kinds and description.

(3) To carry on, in all or any of their respective branches, all or any of the business of caterer and food contractors and the supplier of all kinds of beverages.

(4) To carry on, all or any, in Malaysia or in any part of the world, the business (both retail and wholesale) of petroleum product and by-product, lubricants and greases of all kinds and man made fibres of all kinds.

(5) To manage, operate and maintain fuel, oil and petrol pumps, stations and retail and wholesale agencies, and garages, service stations, workshops and repair shops.

(6) To carry on, in all or any of their respective branches, all or any of the business of general contractors, civil contractors, electrical contractors, telephone contractors, advertising contractors, general construction contractors, engineering contractors, builders, masonry, plumbers, haulers, surveyors and planners, developers and property developers.

(7) To enter into any arrangement with any government, or authority, supreme, municipal, local or otherwise, that may seem conducive to the Company's objects, or any of them, and to obtain from such government or authority any arrangements, rights, privileges, awards, concessions and tenders, which the Company may think it is desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges, awards, concessions and tenders.


(8) To acquire and hold for investment, land, houses, dwelling places, and buildings, of any kind and description, shares, stocks, debentures, debenture stocks, bonds, obligations or securities by original subscription, tender purchase, transfer, charge or otherwise and to exercise and generally to enforce all rights and powers conferred or incidental to the ownership thereof, and preparing the same for building or any other purposes whatsoever, and to enter into contracts or any arrangements whatsoever with building or any other purposes whatsoever with builders, tenants and others.

(9) To carry on the business of garage keepers and suppliers of and dealers in plants, electricity and other motive power to motor and other thing.

(10) To enter into any contracts in relation to and to erect, construct, maintain, make, operate, own, alter, repair pull down and restore either alone or jointly with any other companies or persons, works of all descriptions including wharfs, docks, piers, railways, tramways, road, bridges, warehouse, factories, mills, engines, machines, railway carriages and wagons, gas works, water works, drainage and sewerage works and buildings of every description.

(11) To hold shares or invest in, and to acquire, lease, promote or sell, and to manage, conduct or undertake the business of management or otherwise howsoever direct the operation of any business, company, corporation, firm of any other whatsoever enterprise, undertaking, or venture, and generally, to undertake any of the business of a holding, or management company.

(12) To carry or conduct all or any of the business of builders, carpenters, carriers, contractors, decorators, dredges, prospectors, jobmasters, quarrymen, quarry proprietors, refiners and smelters, victuallers, agents, dealers, exporters and importers, merchants, makers or manufacturers for or in all goods lines matters and things including bricks, furniture, hardware, lime, metals, sands, stone, tiles, timber, terra cotta and all other building requisites, estate house or land agents.

(13) To alter, construct, equip, operate, and own buildings and erections, mills, offices, vehicles and any other property of all and every description and type and for all purposes.

(14) To carry on business as exporters, importers, cultivators, winners sawmillers, and manufacturers of and dealers and traders in every description of timber, wood and cane, raw, manufactured or partly manufactured goods and articles of any description made entirely or partly of wood, timber or cane or any combination thereof, products and by-products of any descriptions obtained from wood timber cane or other forest or plant matter or thing of any whatsoever description, or resulting from the handling, manufacture, or processing of wood, timber, cane or other forest produce, plant matter or thing including coal, charcoal, paper plastics and other synthetic materials.

(15) To carry on the business of manufacturers of and dealers in paper of all kinds, and articles made from paper or pulp, and materials used in the manufacture or treatment of paper, including cardboards, railway and other tickets, mill boards, and wall and ceiling papers and to carry on the business of stationers, lithographers and publishers.

(16) To carry on any whatsoever form of business, trade or undertaking whether as principals, agent, sub-agents or consignee, and to deal in any form of produce, matter or thing.

(17) To obtain, procure, purchase, take on lease or sublease, exchange or otherwise acquire in any part of the world any concessions, grants, claims, licences, leases, options, rights or privileges, for any mining objects or purposes or any mines, mining rights or concessions or any metalliferous lands, gravels or rivers, or any lands of whatsoever tenure or title containing or supposed to contain tin, precious stones, gold, silver, land, wolfram, copper, iron, oil, coal, or other valuable products and to explore, work, exercise, develop or otherwise turn to account, deal with or dispose of any such concessions, grants, claims, licences, leases, mines, lands, options, right or privileges and produce thereof.

(18) To prospect for, explore, develop and work all kinds of mines and mining properties.

(19) To search for ores and minerals, mine, and grant licences for mining in of over any lands which may be acquired by the Company and to lease any such lands for building or agricultural use or any others use as the Company think fit, and to sell or otherwise dispose

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of the lands, mines, or other property of the Company

(20) To search for, win, get, work, raise, smelt, calcine, refine, dress, amalgamate, quarry, reduce, wash, crush and prepare for market, manipulate and make merchantable, buy, sell and deal in tin, iron and other metals, minerals and other mineral substances, precious stones and any other produce of any mines or properties, vegetable and other produce and materials and substances of all kinds, and generally to carry on any metallurgical operations which may seem conducive to any of the Company's objects.

(21) To construct, maintain, improve, develop, work, control, operate, and manage any waterworks, garages, and petrol, oil fuel and service stations, gasworks, reservoirs, roads, tramways electric power, heat and light supply works, telephone works, motels, guest house, rest houses, clubs, restaurants, baths, places of worship, places of amusement, pleasure grounds, parks, gardens, reading rooms, stores, shops, dairies, and other works and conveniences which the Company may think directly or indirectly conducive to these objects, and to contribute or otherwise assist or take part in the construction, maintenance, development, working, control and management thereof.

(22) To carry on business as tourist and travel agents and contractor, and to facilitate tourism and travelling, and to provide for tourists, travellers, holiday-makers and vacationers, and to promote the provision of all whatsoever amenities, conveniences and facilities including passages, tickets, through tickets, circular tickets, sleeping cars and berths, reserved places, and carriage and transport of all kinds, including the hire of any form or system of transport.

(23) To provide hotel and lodging facilities and all other kinds of accommodation, guides, safe deposits, inquiry bureaus, libraries, baggage transport and otherwise generally to provide all whatsoever amenities requirements and services convenient, expedient and necessary for persons touring, travelling, holding, develop, promote, operate, manage, work and control holiday resort and camps, vacation centres and to arrange, organise and manage tours of all kinds; to arrange, organise and manage amusements, carnivals, cinemas, circuses, entertainments, exhibitions, expositions, fairs, festivals, playground, theaters, shows, plays, game competitions, contests, races, sports and recreation of all kinds and to provide and manage all whatsoever arenas, courses, courts, fields, gymnasiums halls, pitches, pools, rings, rinks, stadium, tracks, and places thereof.

(24) To carry on the business as dealers and general merchants, exporters, and importers, general agent, and brokers, and to buy, sell manipulate and deal (both wholesale and retail) in commodities of all kinds which can conveniently be dealt with by the Company in connection with any of its objects and to buy, hire, lease, manufacture, sell, deal and trade in all kinds of merchandise, produce, goods, store, and to transact any or every description of agency, commission, commercial development, manufacturing, mercantile and financial business.

(25) To carry on the business of planter, farmers, and cultivators of and dealers in rubber, oil palm, coconut, gutta percha, jelutong, latex, bearing plants, rice, wheat, oats, cereals and grains of all kinds, sugar, tea, bananas, coffee, cocoa, spices, pepper cinchona, cinnamon tobacco gambier, oil palms, cotton, flax, fruit trees, potatoes, root crops, mulberry and other trees for the production of silk, and all kinds of trees and plants.

(26) To carry on business as farmers, dairy and poultry farmers and merchants, gaziers, cultivators, storekeepers, printers, newspaper proprietors, cattle breeders, stockmen, provision preservers, exporters and importers, brokers and to transact any and every description of agency, commission, commercial manufacturing, mercantile and financial business.

(27) To manufacture, buy, sell, exchange and in any other whatsoever manner deal with, utilise or turn to the account any matter, substance or thing including (but without prejudice to the generality of the foregoing) bone, copra, fertiliser, guano, manure, and all agricultural and farm produce.

(28) To purchase, take on lease, hire or otherwise acquire, build, construct, erect, equip, maintain, repair, adapt, pull down, demolish, reconstruct, make and manufacture factories, buildings, offices, mills, machinery engines, plant, tools, implements, carts, vehicles,

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rolling stock, live and dead stocks, stores, appliances, effects and other works, things and property of any kind.

(29) To purchase, hire, lease, sell, deal in, use, maintain, repair, improve, equip, construct, built and manufacture motor-cars, motor-lorries, motor-cycles, buses, trains, trams, steam cars, steam wagons, tractors, air-ships, bicycles, carts, carriages, ropeways, cableways, high lead lines, cranes, and all other forms of craft, machine of vehicle, animals or material, either terrestrially, subterraneously or aerially and all tools, components and parts thereof and all other things proper to be used in connection therewith.

(30) To carry on all or any of the business of barge owners, lightermen, stevedores, forwarding agents, and any other form of transport business, ice merchants, refrigerating-storekeeper, warehousemen, wharfingers and general traders.

(31) To carry on the business of chemists, druggists, drysalters, oil and colourmen and importers, exporters and manufacturers of and dealers in all pharmaceutical, medicinal, chemical, industrial and other preparations, articles and compounds, cements, oils, paints, pigments, and varnishes, drug, dye-ware paint and colour grinders, makers of and dealers in proprietary articles of all kinds and of electrical, chemical, photographical, surgical and scientific apparatus and materials and to buy, sell, manufacture, refine, manipulate, and deal in all substances, apparatus, and things capable of being used in any such business as aforesaid or in any way in connection therewith.

(32) To apply for purchase or otherwise acquire, use, assign, sell and generally deal in patents, patent-rights, trade-marks, designs, or other exclusive or non-exclusive or limited rights or privileges and to use, develop, grant licences, and otherwise turn to account the same or any interests thereunder and at pleasure to dispose of the same in any way.

(33) To purchase, hire or otherwise acquire any photographic and other apparatus in connection with cinematograph shows, amusement parks, exhibition and all kinds of entertainment business.

(34) To aid, finance, subsidise or assist any company, corporation, association, firm or individual with capital, credit, means and resources of engaging in or carrying on any business or transaction which this company is authorised to carry on or be engaged in or any business or transaction capable of being conducted so as directly or indirectly to benefit this company and in particular for the import, export, purchase agreements or otherwise of any motor cars or vehicles or any of other articles, goods, wares, merchandises, or things and for the acquisition of taking on leases or hiring of land, buildings, offices, or premises or the prosecution of any works, undertakings, projects or enterprises connected with any of the said businesses or capable of being taken or carried on so as directly or indirectly to benefit this Company.

(35) To invest the capital of the Company and make advances on all description of motor vehicles and other goods, wares and merchandise whether on mortgage or bill of sale or assignment and whether subject to hire-purchase agreements or otherwise and to seize, retake,sell, dispose of or repurchase the same and generally to finance the carrying on of the hire-purchase business in all its branches.

(36) To transact business as financiers, promoters and financial and monetary agents in any part of the world and for such purposes to establish agencies, and to appoint financial and managing agents and attorneys and to produce the Company to be registered or recognised.

(37) To receive money on deposit or to borrow or raise money with or without security, or to secure the payment or repayment of money or satisfaction, observance or performances of any obligation or liability undertaken or incurred by the Company in such manner as the Company thinks fit and in particular by mortgage or charge upon the undertaking or any part of the undertaking of the Company or upon all or any assets of the Company or by the creation and issue of debentures or debenture stock (perpetual or terminable) charged as aforesaid or constituting or supported by a floating charge upon present and future property including uncalled and called unpaid capital.

(38) To lend and advance money or give credit to any person or company; to guarantee and give guarantee or indemnities for the payment of money or the performance of contracts

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obligation by any person or company; to secure or undertake in any way the repayment of moneys lent or advanced to or the liabilities incurred by any person or company; and otherwise to assist any person or company.

(39) Subject to the provisions of any laws in force to buy and sell foreign currency and exchange and to accept money for remittance to all countries and accept deposit of money on loan at interest or without interest.

(40) To carry on business as capitalists, financiers' concessionaires, miners and merchants and to guarantee or become liable for the payment of money or for the performance of any obligation and to undertake and carry on and execute all kinds of financial, mining, commercial, trading and other operations and to carry on any other business which may seem to be capable of being carried on in connection with any of these objects or be calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company's property or rights.

(41) To advance, deposit, or lend money and property, to or with such persons and on such terms as may seem expedient and to discount, buy, sell bills, notes, warrants, coupons and other negotiable or transferable documents.

(42) To transact and carry on all kinds of agency business and in particular to collect rents and debts and to negotiate loans to issue shares, stocks, debenture stocks.

(43) To administer trust estate, and the estates of deceased, bankrupt or insolvent persons or the property of companies in liquidation or any other estates liquidation and to undertake the office of trustee, executor, administrator, assignee, inspector, customer, guardian, treasurer, or any similar office, and to perform and discharge the duties of any such office for commission, or other remuneration, or otherwise.

(44) To appoint any persons (whether incorporated or not) to accept and hold in trust for the company any property belonging to the company, or in which it is interested and for any other purposes and to execute and do all such deeds and things as may be requisite in relation to any such trustee or trustees.

(45) To promote or assist in the promotion of any company for the purpose of acquiring the undertaking of all or any of the property and undertaking or any of the liabilities of this Company, or of undertaking any business or operation which may seem directly or indirectly likely to assist or benefit this Company, or to enhance the the value of any property or business of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company, and to place or guarantee the placing of, underwrite subscribe for, or otherwise acquire all or any part of the shares debentures or debenture stock or securities of any such company and to subsidise or otherwise assist any such company.

(46) To purchase or otherwise acquire and undertake the whole or any part of the business, goodwill, assets and liabilities of any person, firm, or company carrying on or proposing to carry on any business which the Company is authorised to carry on or engage in or possessed or property suitable for the purpose of or that may be conducive to the interest of this Company and in particular so that the consideration may be wholly or partly satisfied by the allotment of share, debentures, debenture stock or securities of the Company.

(47) To amalgamate, enter into partnership or any arrangement for sharing profits, union of interests, co-operation, joint adventure, reciprocal concession, mutual assistance or otherwise with any person, firm or company, carrying on or engaged in or about to carry on or engage in any business or transaction which this Company is authorised to carry on or be engaged in or transaction capable of being conducted so as directly or indirectly to benefit this Company and to acquire in any manner whatsoever share and securities of any such company.

(48) To subscribe for, take, underwrite, purchase, or otherwise acquire and hold shares, debentures, debenture stock or other interest in or securities of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being of conducted so as directly or indirectly to benefit this Company.

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(49) To purchase, acquire, hold, sell shares, stocks, debentures, debenture stocks, bonds, obligations, and securities issued or guaranteed by any company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body of authority supreme, municipal, local or otherwise, whether at home or abroad.

(50) To invest with the moneys of the Company not immediately required upon such securities and in such manner as may from time to be determined.

(51) To sell, improve, manage, develop, lease, mortgage, dispose of, exchange, turn to account or otherwise deal with all or any part of the property and rights of the Company.

(52) To sell or dispose of all or any of the undertaking and assets of the Company for such consideration as the Company may think fit, and in particular for share, debentures, debenture stock or securities of any company having objects altogether or in part similar to those of this Company.

(53) To distribute any property of the Company whether upon a division of profits or a distribution of assets, among the members in specie or otherwise.

(54) To enter into any arrangement with any governments or authorities, municipal, local or otherwise, that my seem conducive to the Company's objects, or any of them, and to obtain from any such governments or authority any rights, privileges and concessions which the Company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

(55) To carry on any other business whether similar to the foregoing or not which may seem to the Company capable of being conveniently carried on in connection with any of the objects of the Company or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights.

(56) To draw, make, accept, endorse, discount, execute, and issue promissory note, bills of exchange , bills of lading, warrants, debentures, and other negotiable or transferable instruments.

(57) To borrow or raise money and to ensure the repayment of any money borrowed, raised or owing in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon, and by mortgage, charge, lien, debentures or debenture stock of and on the whole or any part of the Company's property or assets (both present or future), including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company or any other person or Company of any obligation undertaken by the Company or any other person or company as the case may be.

(58) To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in or debentures, debenture stock or other securities of the Company or in or about the promotion formation, or business of the Company, or of any other company promoted wholly or in part by this Company.

(59) To establish or aid in the establishment to contribute to and to support or guarantee funds, trusts, insurance or pension schemes and to make payment of gratuities and to make or enter into any other whatsoever arrangement calculated or likely to benefit any person or persons who are or have any time been employed by the Company or its predecessors in business and the dependants or relatives of such person or persons.

(60) To establish and or support or to aid in the establishment and or support of and to make donations or subscription to or to subsidise any whatsoever association, fund, institution, place of worship, school, society or any other body.

(61) To make contributions and donations and in any other manner to give aid assistance and help to any person, firm, company, association, society or other body or party for any whatsoever object or purpose.

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And it is hereby declared that the word "company" in this clause except where used in reference to this Company, shall be deemed to include any partnership or other body of persons whether incorporated or unincorporated, and whether domiciled in Malaysia or elsewhere, and further that the objects specified in each paragraph of this clause shall be regarded as independent objects and accordingly shall, except where otherwise expressed in any paragraph, be in no wise limited or restricted by reference to, or inference from the terms of any other paragraph or the name of the Company but may be carried out in as full and ample a manner and construed just as wide a sense as if the said paragraph defined the objects of a separate distinct and independent company.

4. The liability of the members is limited.

5. The capital of the Company is RM500,000.00 divided into 500,000 shares of RM1.00 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.

6. Subject always to the respective rights, terms and conditions mentioned in Clause 5 hereof the Company shall have power to increase or reduce the capital, to consolidate or sub-divide the shares into shares of larger or smaller amounts and to issue all or any part of the original or any additional capital as fully paid or partly paid shares, and with any special or preferential rights or privileges, or subject to any special terms or conditions and either with or without any special designation, and also from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms, conditions or designation in accordance with any regulations for the time being of the Company.

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We, the several persons, whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Number of shares taken Names, Addresses and Description of Subscribers by each Subscribers

1. MOHAMMAD BIN MOHAMADJALAN ZAINAB,15000 KOTA BHARU,KELANTAN DARULNAIM. Businessman

2. MOHD BIN AHMADJALAN ASRAMA,15000 KOTA BHARU,KELANTAN DARULNAIM. Businessman

Total number of shares taken...

Dated this

Witness to the above signatures:

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THE COMPANIES ACT, 1965

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ABC XYZ SDN. BHD.

TABLE A

1. The Regulations contained in Table "A" in the Fourth Schedule to the Companies Act, 1965 shall not apply to the Company except insofar as the same are repeated or contained in these Articles.

INTERPRETATION

2. In these Articles the words standing in the first column of the table next hereinafter contained shall, if not inconsistent with the subject or context, bear the meanings set opposite to them respectively in the second column thereof:-

WORDS MEANINGS

The Act The Companies Act, 1965 and every other Act for the time being in force concerning companies and affecting the Company.

These Articles These Articles of Association as originally framed, or as from time to time altered by Special Resolution.

Office The registered office for the time being of the Company.

Register The register of members to be kept pursuant to the Act.

Board The Board of Directors of the Company or the Directors present at a meeting of the Directors at which a quorum is present.

Seal The Common Seal of the Company.

Month Calendar month.

RM Ringgit, the legal currency of Malaysia.

Member A registered shareholder of the Company.

Malay A person of the Malayan race who habitually speaks the Malay language and who professes the religion of Islam

Company ABC XYZ Sdn. Bhd..

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The Directors The directors for the time being of the Company.

The Secretary Any person appointed to perform the duties of the Secretary of the Company including any person appointed temporarily.

"In writing" and "written" shall include printing, lithography, xerography, photography and other modes of representing or reproducing works in a permanent visible form;

"Paid up" shall include credited as paid up;

"Member" and "Shareholder" shall have the same meaning;

Words importing the singular number only shall include the plural number and vice versa;

Words importing the masculine gender only shall include the feminine gender;

Words importing persons shall include corporations; and

The expression "Secretary" shall (subject to the provisions of the Act) include an Assistant or Deputy Secretary, and any person appointed by the Board to perform any of the duties of the Secretary.

Subject as aforesaid words or expressions contained in this Article shall be interpreted in accordance with the provisions of the Interpretation Act, 1967 and of the Act in force at the date when these Articles or any part thereof are adopted shall, if not inconsistent with the subject or context, bear the same meanings respectively in these Articles.

3. The Company is a Private Company, and accordingly:-

(a) the right to transfer shares is restricted in manner hereinafter prescribed;

(b) the number of members of the Company (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company) shall be limited to fifty : provided that where two or more persons hold one or more shares in the Company jointly they shall for the purposes of this paragraph be treated as a single member;

(c) any invitation to the public.to subscribe for any share or debentures in the Company is prohibited;

(d) any invitation to the public to deposit money with the Company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited.

4. The shareholders or members of the Company shall be Malay only and in the case of a corporation, the corporation must in their Articles of Association incorporated the same clause as this clause and the shares of the Company must at all times be held and owned by the said Malays and any transfer of the shares of the Company to a person who is not a Malay is prohibited.

SHARES

5. The share capital of the Company as at the date of the adoption of these Articles as The Articles of Association of the Company is RM500,000.00 divided into 500,000 Shares of RM1.00 each.

6. Subject to the provisions of the Act and to these Articles the shares be under the control of the Company in General Meeting. The Company may in general meeting authorise the Board to issue, allot, place under option or to otherwise deal with or dispose of them to such persons at such times and generally on such terms and conditions as they think proper but so that no shares shall be issued at a discount except in accordance with the provisions of the Act.

Provided that:-

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(a) The Company shall not issue shares which will have the effect of giving a controlling interest in the Company to any person, company or syndicate without the prior approval of the members duly signified at a general meeting called for that purpose;

(b) No Director shall participate in an issue of shares to employees unless shareholders in general meeting have approved of the specific allotment to be made to such Director and unless he holds office in an executive capacity.

(c) The total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary shares at any time;

(d) The rights attaching to shares of a class other than ordinary shares shall be expressed in the Resolution creating the same;

(e) In the event of the Company at any time issuing preference capital it shall at the same time indicate whether it reserves the right to issue further preference capital ranking equally with or in priority to the preference capital then about to be issued;

(f) Preference shareholders shall have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets and attending general meetings of the Company. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking of the Company or where any resolution to be submitted to any such meeting directly affects their rights and/or privileges or when no dividend shall have been declared on such preference shares for a period of more than six months.

7. In addition to all other powers of paying commissions, the Company may exercise any powers conferred by the Act of applying its shares or capital moneys in paying commissions to persons subscribing or procuring subscriptions for shares of the Company, or agreeing so to do, whether absolutely or conditionally: Provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and shall not exceed 10 per cent of the price at which the shares in respect whereof the commission is paid are issued or an amount equivalent thereto. The Company may also on any issue of shares pay such brokerage as may be lawful.

8. If, by the conditions of allotment of any share, the whole or part of the amount or issue price thereof shall be payable by instalment, every such instalment shall, when due, be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the share or his legal personal representative and the word "call" wherever used in these Articles shall be deemed to include an instalment.

9. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and (except only as by these Articles or by law otherwise provided) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the registered holder.

CERTIFICATES

10. Every person whose name is entered as a member in the Register shall be entitled without payment to receive one certificate under the Seal in accordance with the Act for all his shares of each class or, upon payment of such sum not exceeding RM10.00 as the Board shall from time to time determine for each additional certificate, or several certificates, each for one or more of such shares plus any stamp duty levied by the government concerned from time to time. In respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. Subject to any directions given by the Board from time to time regulating the issue of such certificates, all share and stock certificates debentures or debenture stock certificates shall be signed by one Director and the Secretary and the Seal (or Share Seal whose use is authorised under these Articles) shall be affixed to the same. Such signatures may be reproduced by mechanical or other means provided the method or system of reproducing signatures has first been approved by the auditors or transfer auditors of the Company.

11. Subject to the provisions of the Act, if any share certificate shall be defaced, worn out, destroyed, stolen

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or lost, it may be renewed on such evidence being produced and a letter of indemnity (if any) being given by the shareholder, transferee, persons entitled, purchaser, as the Board shall require, and (in case of defacement or wearing out) on delivery up of the old certificate, and in any case on payment of such sum not exceeding RM10.00 or such sum that the Board shall from time to time require plus the stamp duty payable under any law for the time being in force as the Board may require. In the case of destruction, theft or loss a Member to whom such renewed certificate is given shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company of the evidence of such destruction or loss and to such indemnity.

CALLS ON SHARES

12. The Board may from time to time make such calls as the Board may think fit upon the members in respect of the amounts unpaid on their shares (whether on account of the nominal amount of the shares or by way of premium) and not by the conditions of allotment made payable at fixed times. Provided that fourteen days' notice at least shall be given of each call, and that no call shall exceed one-fourth of the nominal amount of the share in respect of which it is made, or be payable within one month from the date fixed for payment of the last preceding call.

13. Any call may be made payable either in one sum or by instalments, and each member upon whom a call is made shall be liable to pay the amount of the call to the person and at the time or times and place or places appointed by the Board. A call may be revoked or the time fixed for its payment may be postponed by the Board.

14. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.

15. Joint holders of a share shall be jointly and severally liable for the payment of all calls in respect thereof.

16. The Board may make arrangements on the issue of shares for a difference between the allottees or holders of such shares in the amount of calls to be paid and the time of payment of such calls.

17. Any sum which by the terms of issue of a share is made payable upon allotment or at any fixed date, whether on account of the nominal amount of the share or by way of premium, shall for all purposes of these Articles be deemed to be a call duly made and payable on such fixed date, and in case of non-payment all the provisions of these Articles as to payment of interest,forfeiture or otherwise shall apply as if such sum were a call duly made and notified.

18. If any sum in respect of a call is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment, at such rate, not exceeding 10 per cent per annum, as the Board may determine, or failing such determination, then at the rate of 10 per cent per annum, provided however that the Board may waive payment of such interest in whole or in part. No shareholder shall be entitled to receive any dividend or to exercise any privilege as a member until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

19. The Board may, if they think fit, receive from any member willing to advance the same all or any part of the moneys payable in respect of any shares held by him beyond the amount of the calls actually made thereon; and upon the moneys so advanced, or so much there of as shall from time to time exceed the amount of the calls due upon such shares,the Company may pay interest at such rate not exceeding 10 per cent per annum as the member and the Board shall agree upon, but no part of such moneys shall be included or taken into account in ascertaining the amount of the dividend payable upon the shares in respect of which such advance has been made.

FORFEITURE

20. If any member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for the payment thereof the Board may at any time thereafter during such time as the call or instalment, or any part thereof, remains unpaid, serve a notice on him or on the person entitled to the share by transmission requiring him to pay such call or instalment or such part thereof as remains unpaid, together with any interest which may have accrued.

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21. The notice shall name a further day, not being less than fourteen days from the date of service of the notice, on or before which and the place where the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time and at the place appointed the shares in respect of which such call was made will be liable to be forfeited.

22. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends which shall have been declared on the forfeited shares and not actually paid before the forfeiture.

23(a) A forfeited share shall thereupon become the property of the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board thinks fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Board thinks fit.

23(b) If any shares are forfeited and sold, any residue after the satisfaction of the unpaid calls and accrued interest and expenses, shall be paid to the person whose shares have been forfeited, or his executors, administrators or assignees or as he directs.

24. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares (together with interest at the rate of 10 per cent per annum from the date of forfeiture on the money for the time being unpaid if the Board think fit to enforce payment of such interest), but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

25. A statutory declaration in writing that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale, reallotment or disposition thereof and the Board may authorise some person to execute a transfer of the share in favour of the person to whom the share is sold or otherwise disposed of and the latter person shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share.

26. The Company shall have a first and paramount lien on every share (not being a fully paid-up share) for all moneys, whether immediately payable or not, called or payable at a fixed time in respect of such share and/or such amounts as the Company may be called upon by law to pay in respect of the shares of the member or deceased member. The Company's lien (if any) on a share shall extend to all dividends and other moneys payable thereon or in respect thereof. The Board may resolve that any share shall for some specified period be exempt from the provisions of this Article. Unless otherwise agreed, the registration of a transfer of any share shall operate as a waiver of the Company ' s lien (if any) on such share.

27. The Company may sell, in such manner as the Board think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is immediately payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such sum, and giving notice of intention to sell in default, shall have been given to the holder for the time being of the shares or to the person entitled by reason of his death or bankruptcy to the shares.

28. The net proceeds of such sale, after payment of the costs of such sale, shall be applied in or towards payment or satisfaction of any sum immediately payable in respect whereof the lien exists, and any residue shall (subject to a like lien for such debts or liabilities in respect of moneys not immediately payable as existed on the shares prior to the sale) be paid to the person entitled thereto or his executors administrators or assigns as he directs. For giving effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

TRANSFER OF SHARES

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29. No member shall be entitled to receive any dividend or exercise any privilege as a member in respect of any shares upon which any calls for the time being due and payable shall be unpaid.

30. Subject to the Act and to these Articles any shares in the Company shall be transferred by instrument of transfer in any usual or common form, or in such other form as shall be approved by the General Meeting. The instrument of transfer of a share shall be signed by the transferor, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Provided that in the case of a partly paid share the instrument of transfer must also be signed by the transferee. Any fee charged on the transfer of a share shall not exceed RM10.00 per transfer plus any stamp duty levied by the Government.

31. There shall be no restriction on the transfer of fully paid shares amongst the existing member. However, the Board may decline to register the transfer of a share on which the Company has a lien or any transfer of shares, whether fully paid up or not, made to a bankrupt, an infant or person of unsound mind or if the registration of the transfer would result in a contravention of or failure to observe the provisions of a law in Malaysia, or the transfer is in respect of a partly paid share in respect of which a call has been made and is unpaid.

32. The Board may also decline to recognise any instrument of transfer unless:-

(i) the instrument of transfer duly stamped is deposited at the Office or such other place as the Board may appoint, accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(ii) the instrument of transfer is in respect of only one class of shares; and

(iii) the instrument of transfer is in favour of not more than three joint holders except in the case of executors or trustees of a deceased holder.

33. If the Board declines to register a transfer of any share, they shall, within ten market days after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal giving precise reasons.

34. The Company shall provide a book to be called "Register of Transfers" which shall be kept by the Secretary and/or the Registrars under the control of the Directors and in which shall be entered the particulars of every transfer or transmission of every share.

35. The Register of Transfers and the Register of Members may be closed during such times and for such period as the Directors may from time to time determine, provided always that the registers shall not be closed for more than thirty days in any one year. Fourteen ( 14) days ' notice of intention to close the transfer books shall be given to each member, stating the period or periods for which the books will be closed and the purpose or purposes for such closure.

36. The Board may decline from recognising the renunciation of any share by the allottee thereof in favour of some other person.

37. The Company shall be entitled to destroy all instruments of transfer of shares which have been registered at any time after the expiration of six years from the date of registration thereof and all share certificates and dividend mandates which have been cancelled or have ceased to have effect at any time after the expiration of three years from the date of such cancellation or cessation and all notifications of change or name or address after the expiration of one year from the date of the recording thereof and it shall conclusively be presumed in favour of the Company that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:-

(i) The provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

(ii) Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where

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the conditions of proviso (i) above are not fulfilled; and

(iii) References herein to the destruction of any document include references to the disposal thereof in any manner.

TRANSMISSION OF SHARES

38. In the case of the death of a member, the survivors or survivor where the deceased was a jointholder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing contained in this Article shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with any other person.

39. Any person becoming entitled to a share in consequence of the death or bankruptcy of any member may, upon such evidence of his title being produced as may from time to time be required by the Board (but subject to the provisions hereinafter contained) elect either to be registered himself as a member in respect of the share or to have some person nominated by him which the Board may approve be registered as transferee thereof.

40. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing a transfer of the share to that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.

41. A person entitled to a share in consequence of the death or bankruptcy of a member shall be entitled to receive and may give a discharge for all dividends and other moneys payable in respect of the share, but he shall not be entitled to receive notice of or to attend or vote at any meeting, or, save as aforesaid, to exercise any of the rights and privileges of a member, unless and until he shall have become a member in respect of the share. Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and it the notice is not complied with within ninety days the Board may thereafter withhold payment of all dividends, or other moneys payable in respect of the share until the requirements of the notice have been complied with.

STOCK

42. The Company may from time to time by Ordinary Resolution convert any paid up shares into stock, and re-convert any stock into paid up shares of any denomination. If and whenever any unissued shares of any class in the capital of the Company tor the time being shall have been issued and be fully paid and at that time the shares of that class previously issued stand converted into stock such further shares upon being fully paid and ranking pari passu in all respects with the shares representing such stock shall ipso facto be converted into stock transferable in the same units as the existing stock of that class.

43. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances will permit. Provided that the Board may from time to time, ii they think fit, fix the minimum amount of stock transferable, and direct that fractions of a ringgit or of any other sum shall not be dealt with, with power, nevertheless, at their discretion, to waive such stipulations in any particular case. Provided further that the minimum amount of stock transferable shall not exceed the nominal amount of the shares from which the stock arose.

44. The stock shall confer on the holders thereof respectively the same privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings of the Company, and other matters as would have been conferred by the shares from which the stock arose, but so that none of such privileges or advantages (except participation in dividends and profits of the Company and in assets on winding up) shall be conferred by an amount of the stock which would not,if existing in shares, have conferred such privileges or advantages.

45. All such provisions of these Articles as are applicable to paid-up shares shall apply to stock and in all such provisions the words "share" and "shareholder" or "member" and "shareholder" shall include

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respectively "stock" and "stockholder".

ALTERATION OF CAPITAL

46. The Company may from time to time by ordinary resolution passed at a General Meeting of the Company, whether all the shares for the time being authorised shall have been issued or all the shares for the time being issued shall have been fully called up or not, increase its capital by the creation and issue of new shares, such aggregate increase to be of such amount and to be divided into shares of such respective amounts as the Company in such General Meeting directs and the Company may in such General Meeting direct that new shares or any of them may have such preference or priority over the then existing shares of the Company and that such right and privileges be different from those of such existing shares as they may think fit, provided always that the total nominal value of the issued preference shares, if any, shall not exceed the total nominal value of the issued ordinary shares at any time.

47. Subject to any direction to the contrary that may be given by the Company in General Meeting, any original shares for the time being unissued and not allotted and any new shares from time to time to be created shall before they are issued, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of General Meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of share offered,and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this regulation.

48. Subject to any directions that may be given in accordance with the power contained in the Memorandum of Association or these Articles any capital raised by the creation of new shares shall be considered as part of the original and as consisting of ordinary shares, and shall be subject to the same provisions with reference to the payment of calls, transfer, transmission, forfeiture, lien and otherwise as if it has been part of the original capital.

MODIFICATION OF CLASS RIGHTS

49. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may whether or not the Company is being wound up, be varied or abrogated with the sanction of a special resolution passed at a separate General Meeting of the holders of the shares of the class. To every such separate General Meeting the provisions of these Articles relating to General Meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. To every such special resolution the provisions of Section 152 of the Act shall with such adaptations as are necessary apply.

50. Provided always that, in the case of repayment of preference capital other than redeemable preference or any other alteration of preference shareholder rights may only be made pursuant to a special resolution of the preference shareholder concerned PROVIDED ALWAYS that,where the necessary majority for a special resolution is not obtained at the General Meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.

51. Without prejudice to any rights or privileges for the time being conferred on the holders of any existing shares or class of shares, any shares in the present capital of the Company and any new shares may be issued with such preferred, deferred or other rights or such restrictions, whether in regard to dividend, return of capital, voting or otherwise as the Company may from time to time by Special Resolution determine. Any share may be issued on the terms that it is, or at the option of the Company or the holder of the share is to be liable, to be redeemed on such terms and in such manner as the Company may in accordance with the provisions of the Act prescribe.

52. Subject to the provisions of the Act the Company may by Ordinary Resolution:-

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(A) Cancel any shares which, at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; or

(B) Consolidate and divide any of its existing shares into shares of larger amount; upon any consolidation of fully paid-up shares into shares of larger amount, the Board may as between the holders of shares to be consolidated determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any member shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed shall stand authorised to transfer the shares so sold to the purchaser there of and the validity of such transfer shall not be questioned. The net proceeds of such sale shall be distributed among the members who would otherwise be entitled to a fraction or fractions of a consolidated share or shares rateably in accordance with their rights and interests; or

(C) Sub-divide any of its existing shares into shares of smaller amount and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of such shares may have such preferred, deferred or other special rights or be subject to any such restrictions, compared with the other share or shares, as the Company has power to attach to new shares;

and may by Special Resolution:-

(D) Reduce its share capital and any capital redemption reserve fund and any share premium account in any manner authorised by the Act.

GENERAL MEETING

53. The Board shall convene an Annual General Meeting to be held once at least in every calendar year at such time, not being more than fifteen months after the holding of the last preceding Annual General Meeting, and at such place as may be determined by the Board.

54. Every General Meeting of the Company other than the "Annual General Meeting" shall be called an "Extraordinary General Meeting".

55. The Board of the Company may call an Extraordinary General Meeting whenever they think fit.

56. The Board shall as soon as practicable but in any case not later than two (2) months after receipt by the Company of the requisition call an Extraordinary General Meeting whenever a requisition in writing signed by members of the Company holding in the aggregate not less than one-tenth in amount of the issued capital of the Company upon which all calls or other sums then due shall have been paid and stating fully the objects of the meeting shall be deposited at the Office of the Company. Such requisition may consist of several documents in like form each signed by one or more of the requisitionists .

57. If the Board does not, within twenty-one days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them representing more than one half of the voting rights of all of them may themselves convene the meeting, but any meeting so convened shall not be held after three months from the date of such deposit.

58. Any meeting convened by the requisitionists as aforesaid shall require twenty-one days' notice and shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by Board.

59. At least fourteen clear days' notice shall be given in the case of the Annual General Meeting or twenty-one clear days' where it is proposed to pass a special resolution. Subject to Article 68 seven clear days' notice shall (unless the meeting otherwise resolves) be given of an adjourned General Meeting and fourteen clear days' notice of any other General Meeting. The notice in each case shall specify the place, day and hour of the meeting and, in case of special business, the notice shall in addition specify the general nature of such business. The notice shall in each case be given to the members by notice sent by post or otherwise served as hereinafter provided.

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60. The meeting shall, notwithstanding that it is called by notice shorter than is required by Article 59 whether in respect of a special resolution or otherwise be deemed to be duly called if it is so agreed:-

(i) in the case of the Annual General Meeting by all the members entitled to attend and vote thereat; or

(ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote thereat being a majority which together holds not less than 85 per centum in nominal value of the shares giving a right to attend and vote.

61. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any member shall not invalidate the proceedings at any General Meeting or any resolution passed thereat.

PROCEEDINGS AT GENERAL MEETINGS

62. All business transacted at any Annual General Meeting, other than business which under these Articles ought to be transacted at an Annual General Meeting, and all business transacted at an Extraordinary General Meeting shall be deemed special.

63. The business of an Annual General Meeting except in the first Annual General Meeting, shall be to receive and consider the profit and loss account, the balance sheet and the reports of the Directors and Auditors, to elect Directors in the place of those retiring by rotation and auditors, and to declare dividends (if any), and to transact any other business which under these Articles ought to be transacted at an Annual General Meeting.

64. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purposes of this Article "member" includes a person attending as a proxy or representing a corporation which is a member.

65. Two members personally present or by proxy or in the case of a corporation by a representative duly authorised in that behalf shall be a quorum for a General Meeting.

66. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as the Directors may by notice to the shareholders appoint. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the adjourned meeting, the member present in person or by proxy or representing a corporation which is a member shall be a quorum.

67. The Chairman (if any) of the Board of Directors, or in his absence the Deputy Chairman shall preside as Chairman at every General Meeting but if at any meeting they shall not be present within fifteen minutes after the time appointed for holding the same or shall be unwilling to act as Chairman, the members present shall choose some Director or if no Director be present, or if all the Directors present decline to take the chair, they shall choose some member present to be Chairman of the meeting.

68. The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

69. Any member entitled to be present and vote at a meeting may submit any resolution to any general meeting provided that at least within the prescribed time before the day appointed for the meeting he shall have served upon the Company a notice in writing signed by him containing the proposed resolution and stating his intention to submit the same. The prescribed time above mentioned shall be such that between the date on which the notice is served or deemed to be served and the day appointed for the meeting there shall be not less than seven nor more than fourteen intervening days.

70. Upon receipt of any such notice as mentioned in the last preceding Article the Secretary shall, in any case where the notice of intention is received before the notice of the meeting is issued, include it in the

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notice of the meeting, and shall in any other case issue as quickly as possible to the members entitled to notice of the meeting notice that such resolution will be proposed.

71. At any General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands of persons present and entitled to vote unless before or upon the declaration of the result of the show of hands a poll is demanded by the Chairman or by at least five members, or by the holder or holders in person or by proxy of at least one-tenth part of the issued share capital of the Company or by members holding shares in the Company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid equal to not less than one-tenth of the total sum paid up on all shares conferring that right, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or has been carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, shall be conclusive evidence thereof without proof of the number or proportion of the votes recorded in favour of or against such resolution.

72. If a poll is duly demanded, it shall be taken at such manner and at such time and place as the Chairman of the meeting directs and either at once, or after an interval or adjournment, or otherwise, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. In case of any dispute as to the admission or rejection of a vote, the Chairman shall determine the same, and such determination made in good faith shall be final and conclusive.

73. A poll demanded on the election of a Chairman of a General Meeting and on any question of adjournment shall be taken immediately.

74. In the case of an equality of votes whether on a show of hands or at a poll at any General Meeting of the Company, the Chairman of the meeting shall be entitled to a further or casting vote.

75. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business, other than the question on which a poll has been demanded.

VOTES OF MEMBERS

76. On a show of hands every member present in person or by proxy or by a duly authorised representative shall have one vote and upon a poll every member present in person or by proxy or by a duly authorised representative and entitled to vote shall have one vote for every share held by such member.

77. If any member be an infant or lunatic or of unsound mind he may vote by his guardian, committee, receiver, curator or other legal curator, and such last mentioned persons may give their votes either personally or by proxy.

78. If a corporation is a member it may vote by any person authorised by resolution of its Directors or other governing body to act as its representative at any meeting of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

79. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; and if more than one of such joint holders be present at the meeting, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such shares shall alone be entitled to vote in respect thereof. Where there are several executors or administrators of a deceased member in whose sole name any shares stand, any one of such executors or administrators may vote in respect of such shares unless any other of such executors or administrators is present at the meeting at which such a vote is tendered and objects to the vote.

80. A registered holder of ordinary shares shall be entitled to be present and to vote at any General Meeting in respect of any share or shares upon which all calls due to the company have been paid.

81. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.

82. Votes may be given either personally or by proxy or in the case of a corporation by a representative

19


duly authorised as aforesaid.

83. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation under its common seal or under the hand of the attorney.

84. A proxy shall be entitled to vote both on a show of hands and on a poll on any question at any General Meeting. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(a) and (b) of the Act shall not apply to the Company.

85. A member shall not be entitled to appoint more than two proxies to attend and vote at the same meeting; and

86. Where a member appoints two proxies the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

87. The instrument of a proxy and the power of attorney (if any) under which it is signed or a notarially certified copy thereof shall be deposited at the Office not less than forty eight hours before the time for the holding of the meeting or adjourned meeting as the case may be at which the person named in such instrument proposes to vote,. A member not resident in Malaysia or Singapore may by cable or other telegraphic communication appoint a proxy/proxies to vote for him at any meeting of the Company provided:-

(a) Such cable or other telegraphic communication shall have been received at the Office not less than forty eight hours before the time for the holding of the meeting or adjourned meeting as the case may be at which the person named in such cable or other telegraphic communication proposes to vote, and

(b) The Directors are satisfied as to the genuineness of such cable or other telegraphic communication.

88. A vote given in accordance with the terms of the instrument of proxy shall be valid notwithstanding the previous death of the member or revocation of the proxy or power of attorney under which it is made or transfer of the share in respect of which the vote is given provided that no intimation in writing of the death, revocation or transfer shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

89. Every instrument of proxy whether for a specified meeting or otherwise shall as clearly as circumstances will admit, be in the form following or such other form as the Directors may from time to time prescribe or approve or in particular cases accept.

ABC XYZ SDN. BHD.

I/We .......................................................................................................... being a member/members

of ABC XYZ SDN. BHD. hereby appoint .........................................................................................

of ........................................................................... or failing him

..................................................................

of ........................................................................... /our proxy to vote for me/us and on my/our

behalf at the (Annual or Extraordinary as the case may be) General Meeting of the Company to

be held on the ................. day of ......................................... 19 ........ and at any adjournment

thereof.

Signed this ............. day of ........................... 19 ..........

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Signature .........................................................

Address .........................................................

Occupation .........................................................

This form is to be used *in favour/against the resolution.

*Strike out whichever is not desired (Unless otherwise instructed the proxy may vote as he thinks fit.)

DIRECTORS

90. The First Directors of the Company shall be Mohammad Nazree bin Ismail and Mohd Jasmin bin Ismail.

91. No person shall be eligible as a Director who is an undischarged bankrupt or prohibited from being a Director by reason of any order made under Section 130 or Section 132 or Section 132A or Section 303 or Section 304 of the Companies Act, 1965 .

92. The number of Directors including the Managing Director and the Deputy Managing Directors shall not be less than two (2) nor more than nine (9). All Directors of the Company shall be natural persons and a Malay.

93. Unless and until the Company in General Meeting shall otherwise determine a Director shall not be required to hold any qualification share.

94. The remuneration of the Directors shall be a fixed sum which shall from time to time be determined by the Company in General Meeting and falling so, the priors year resolved shall be the amount payable and such remuneration shall be divided amongst the Directors as they shall determine or failing agreement equally. The Directors shall also be paid such travelling, hotel or other expenses as may reasonably be incurred by them in the execution of their duties including such expenses incurred in connection with their attendance at meetings of Directors. If by arrangement with the other Directors any Director shall perform or render any duties or services outside his ordinary duties as a Director, the Directors may pay him special remuneration in a lump sum in addition to his ordinary remuneration. Fees payable to Directors shall not be increased except pursuant to a resolution passed at a General Meeting, where notice of the proposed increase has been given in the notice convening the meeting. The remuneration to executive Directors, may however, include such percentage of profits as the Directors may determine but shall not in any circumstances include a commission on or percentage of turnover. Non-executive Directors shall not in any event be remunerated by a commission on or percentage of profits or turnover.

95. The Directors shall have power at any time to appoint any person a Director either to fill a casual vacancy or as an addition to the Board, but so that the total number of Directors shall not be increased beyond the maximum number hereinbefore prescribed. Any Director so appointed shall hold office only until the next Annual General Meeting and shall then be eligible for re-election.

96. Any Director may from time to time appoint any person who is approved by the majority of the Directors at a Board Meeting to be an alternate or substitute Director. The appointee while he holds office as an alternate or substitute Director, shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director and generally in the absence of his appointor to perform all the functions of his appointor as a Director. An alternate Director shall be deemed to be an agent of the Director appointing him. An alternate Director shall receive his remuneration from the Director appointing him and not from the Company unless the Company being instructed in writing by the Director to pay any portion of his remuneration to such alternate. Any appointment so made may be revoked at any time by the appointer or by the majority of the other Directors at a Board Meeting. Any appointment or revocation under this Article shall be effected by notice in writing to be delivered at the Office of the Company. An alternate or substitute Director shall ipso facto and immediately vacate his

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office if the Appointor vacates his office as a Director.

97. An alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being but shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote.

98. No Director shall be disqualified by his office from holding any office or place of profit under the Company or under any company in which the Company shall be a shareholder or otherwise interested or from contracting with the Company either as vendor, purchaser, or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director be liable to account to the Company for any profit arising from any such office or place of profit or realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relations thereby established but it is declared that the nature of his interests must be disclosed by him at the meeting of the Directors at which the contract or arrangement is first taken into consideration if his interest then exists, or in any other case at the first meeting of the Directors after the acquisition of his interests. If a Director becomes interested in a contract or arrangement after it is made or entered into the disclosure of his interest shall be made at the first meeting of the Directors held after he becomes so interested. No Director shall vote on any contract or proposed contract or arrangement in which he is directly or indirectly interested or on any matter arising thereon and if he votes, his vote shall not be counted. Provided always that a Director may vote on any loan of money he may make to the Company and on any security to be given by the Company to him for any such loan and on any contract or indemnity to himself against any loss he may suffer by reason of becoming or being a surety for the Company and on any contract in which he is only interested by reason of being a member of any company which is a party to or interested in such contract. Provided further that this prohibition may be suspended or relaxed to any extent by an ordinary resolution in a General Meeting.

99. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, providing that nothing herein contained shall authorise a Director or his firm to act as auditor of the Company.

100. A general notice that a Director is a member or a director of any specified firm or company, and is to be regarded as interested in all transactions with that firm or company, shall be a sufficient disclosure under this Article as regards such Director and the said transactions, and after such general notice it shall not be necessary for such Director to give a special notice relating to any particular transaction with that firm or company provided such notice is given at a meeting of the Directors or brought up and read at the next meeting of Directors after it is given.

MANAGING DIRECTOR

101. The Board may from time to time appoint any one or more of their body to be Managing Director and one or more Deputy Managing Directors for such period and upon such terms as they think fit and may vest in such Managing Directors as may be appointed by them such of the powers hereby vested in the Directors generally upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers as they think fit provided that no Managing Director or Deputy Managing Director may be appointed for a fixed term exceeding five years.

102. The remuneration of a Managing Director and Deputy Managing Directors, if any, shall from time to time be fixed by the Board and may be by way of salary or commission or participation in profits or otherwise or by any or all of these modes, but shall not be by commission on or percentage of turnover.

103. A Managing Director and the Deputy Managing Directors, if any, shall not, while he continues to hold that office, be subject to retirement by rotation, and he shall not be reckoned as a Director for the purpose of determining the rotation or retirement of Directors or in fixing the number of Directors to retire, but he shall, subject to the provisions of the contract, if any, between him and the Company, be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he ceases to hold the office of Director from any cause shall ipso facto and immediately cease to be a Managing Director or Deputy Managing Directors as the case may be. A Managing Director shall be subject to the control of the Board.

POWERS AND DUTIES OF DIRECTORS

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104. The business of the Company shall be managed by the Directors who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Company as they think fit, and may exercise all such powers of the Company and do on behalf of the Company all such acts as may be exercised and done by the Company, and as are not by law or by these Articles required to be exercised or done by the Company in General Meeting, but the exercise of all such powers shall be subject to and in accordance with the provisions of any law in that behalf and of these Articles and shall also be subject to and in accordance with any regulations or provisions made by the Company in General Meeting. Provided that no regulation so passed shall invalidate any prior act of the Director which would have been valid if such regulation had not been made.

105. The Directors may from time to time by power of attorney appoint any corporation, firm, or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the Directors under these regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities, and discretions vested in him.

106. The Directors shall not carry into effect any proposal or execute any transaction for:-

(a) the acquisition of an undertaking or property of a substantial value; or

(b) the disposal of a substantial portion of the Company s undertaking or property,

unless the proposal or transaction has been approved by the Company in general meeting.

107. The Company may exercise the powers conferred by the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

DISQUALIFICATION OF DIRECTORS

108. The office of a Director shall be vacated subject as otherwise provided and to the terms of any subsisting agreement:-

(a) If he becomes a bankrupt or if a receiving order is made against him or he makes any arrangement or composition with his creditors;

(b) If he becomes prohibited from being a Director by reason of any order made under the provision of the Act;

(c) If he absents himself from meetings of the Directors during a continuous period of six months without special leave of absence from the Board and they pass a resolution that he has by reason of such absence vacated his office. Provided that the Board shall have power to grant any Director not resident in Malaysia leave of absence for any or an indefinite period;

(d) If he is found a lunatic or becomes of unsound mind;

(e) If he be convicted of an indictable offence;

(f) If by notice in writing given to the Company, he resigns his office;

(g) If he is removed by a resolution of the Company in General Meeting and in the case of an alternate or substitute Director by a resolution of Directors; and

(h) In the case of an alternate Director, if the Director appointing him ceases to be a Director.

ROTATION OF DIRECTORS

109. At the first Annual General Meeting of the Company all the Directors shall retire from office and at the General Meeting in every subsequent year, one-third of the Directors for the time being or if the

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number is not three or a multiple of three then the nearest one-third shall retire from office.

110. The Directors to retire in every year shall subject nevertheless as hereinafter provided, be the Directors who have been longest in office since their last election but as between persons who became Directors on the same day, the Directors to retire shall (unless they otherwise agree among themselves) be determined by lot.

111. A retiring Director shall be eligible for re-election.

112. The Company at the meeting at which a Director retires in manner aforesaid may fill the vacated office by electing a person thereto and in default the retiring Director shall, if offering himself for re-election, be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such Director shall have been put to the meeting and lost.

113. No person, not being a Director retiring at a meeting shall, be eligible for the office of a Director at any General Meeting, unless not less than the prescribed time before the day appointed for the meeting, there shall have been given to the Secretary notice in writing by some member duly qualified to be present and vote at the meeting for which such notice is given of his intention to propose such person for election, and also notice in writing signed by the person to be proposed giving his consent and signifying his candidature for his office. The prescribed time above mentioned shall be such that between the date when the notice is served or deemed to be served, and the day appointed for the meeting, there shall be not less than eleven clear nor more than fourteen clear days. Provided that in the case of a person recommended by the Board for election nine clear days' notice only shall be necessary; in any event notice of each and every candidature for election to the Board shall be served on the registered holders of shares at least seven days prior to the meeting at which the election is to take place.

114. Subject to Article 92 the Company may from time to time in General Meeting increase or reduce the number of Directors, and determine in what rotation such increased or reduced number shall go out of office.

115. The Company may by ordinary resolution of which special notice has been given in accordance with the provision of the Act, remove any Director before the expiration of his period of office, and may, if thought fit, by ordinary resolution appoint any other person as a Director in his place. The Director so appointed shall hold office so long as the Director in whose place he is appointed would have held the same if he had not been removed.

PROCEEDINGS OF DIRECTORS

116. The Directors may meet together for the despatch of business, adjourn and otherwise regulate the meeting as they think fit and determine the quorum necessary for the transaction of business. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman of the meeting shall have a second or casting vote except when only two Directors are competent to vote on the question at issue. Two Directors acting jointly may and the Secretary on the requisition of a Director shall at any time summon a meeting of Directors. It shall not be necessary to give notice of a meeting of Directors to any Director for the time being absent from Malaysia.

117. A Director who has not appointed an alternate Director may authorise any other Director to vote for him at any meeting or meetings at which he is not present and in that event the Director so authorised shall have a vote for each Director by whom he is so authorised in addition to his own vote. Every such consent and authority shall be in writing or by cable, radiogram, facsimile, or telegram which shall be produced at the meeting or meetings at which the same is to be used and be left with the Secretary for filing.

118. The quorum necessary for the transaction of the business of the Directors may be fixed by the Board, and unless so fixed two Directors shall form a quorum.

119. The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the Company as the necessary quorum of Directors, the continuing Directors or Director may, except in an emergency, act only for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting of the Company but for no other purpose.

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120. The Directors may from time to time elect a Chairman and a Deputy Chairman from amongst themselves and they shall determine the period for which they are to hold office but if no Chairman or Deputy Chairman is elected or if at any meeting the Chairman or the Deputy Chairman (if any) is not present within fifteen minutes after the time appointed for holding the same, the Directors present shall choose some one of their number to be Chairman of such meeting.

121. The Directors may delegate any of their powers to a Committee/(s) consisting of such members of their body as they may think fit. Any Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board.

122. A Committee may elect a Chairman of its meeting. If no such Chairman is elected or if at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairman of the meeting.

123. All acts bona fide done at any meeting of the Directors, or of a Committee of Directors, or by any person acting as a Director, shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

BORROWING POWERS

124. The Directors may from time to time at their discretion raise or borrow for the purpose of the Company, and a related party as defined in the Act such sums of money as they think proper.

125. The Directors shall not borrow any money or mortgage or charge any of the Company's or the subsidiaries' undertaking, property, or any uncalled capital, or to issue debentures and other securities whether outright or as security for any debt, liability or obligation of an unrelated third party.

126. Debentures, debenture stock or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

127. Any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at General Meetings of the Company, appointment of Directors and otherwise.

128. The Directors shall cause a proper register to be kept in accordance with the provision of the Act of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirement of the Act with regard to the registration of mortgages and charges therein specified and otherwise.

129. If the Directors or any of them, or any other persons shall become personally liable for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so becoming liable as aforesaid from any loss in respect of such liability.

130. A Register of the Holders of the Debentures of the Company shall be kept at the Registered Office of the Company or the office of the Registrars and shall be open to the inspection of the Registered Holders of such Debentures and of any Member of the Company, subject to such restrictions as the Company in General Meeting may from time to time impose. The Board may close the said Register for such period or periods as they may think fit, not exceeding in the aggregate thirty days in each year.

MINUTES

131. The Secretary shall cause minutes to be duly entered in books provided for the purpose:-

(a) Of all appointments of officers;

(b) Of all the names of the Directors present at each meeting of the Directors and of any Committee of Directors;

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(c) Of all resolutions and proceedings of general meetings and of meetings of all the Directors and Committee of Directors;

(d) Of all orders made by the Directors and Committee of Directors.

132. Any such minutes of any meeting of the Directors or of any Committee, or of the Company, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting shall be receivable as prima facie evidence of the matters stated in such minutes.

133. A resolution in writing signed by a majority of the Directors or their alternates shall be as effective for all purposes as a resolution passed at a meeting of the Directors duly convened, held and constituted. Any such resolution may consist of several documents in like form, each signed by one or more directors.

THE COMMON SEAL AND SHARE SEAL

134. The Directors shall provide for the safe custody of the Common Seal and Share Seal of the Company which shall only be used by the authority of the Directors or of a Committee of the Directors authorised by the Directors in that behalf, and every instrument to which the Common Seal and Share Seal of the Company shall be affixed shall be signed by a Director and shall be counter-signed by the Secretary or by another Director or by some other person appointed by the Directors for the purpose but so that the Directors may by resolution determine, either generally or in any particular case, that any such signature may be affixed by some mechanical means to be specified in such resolution, provided that the use of such means is by such resolution restricted to a certificate or other document of title in respect of any share, stock, debenture or other marketable security created or issued by the Company to be given under the Common Seal or Share Seal of the Company.

SECRETARY

135. The Secretary, Co-Secretary/(ies) and Assistant Secretary/(ies) shall in accordance with the Act be appointed by the Board for such term, at such remuneration, and upon such conditions as they may think fit; and any Secretary, Co-Secretary/(ies) and Assistant Secretary/(ies) so appointed may be removed by it.

136. The First Secretary of the Company shall be Rahimi bin Mohd. Noor.

DIVIDENDS & RESERVE FUND

137. The Board may with the sanction of a General Meeting from time to time declare dividends, but no such dividend shall be payable except out of profits of the Company, provided that the Board may, if it thinks fit, from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company. No higher dividend shall be paid than is recommended by the Board and the declaration of the Board as to the amount of the net profits shall be conclusive.

138. Subject to the provisions hereinafter contained and to the rights of members whose shares have been issued on special terms, every dividend shall be paid to the members in proportion to the amounts paid up on their shares. For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid up on such share. Where capital is paid up during a period in respect of which a dividend is declared such capital shall entitle the holder, unless otherwise provided as to the term of the issue, only to an apportioned amount of such dividend as from the date or dates of payment of such capital.

139. The Board may, before recommending any dividend, set aside, out of the profits of the Company, such sums as it thinks proper as a reserve fund or reserve funds, which shall, at the discretion of the Board, be applicable for meeting contingencies, or for the gradual liquidation of any debt or liability of the Company, or shall, with the sanction of the Company in General Meeting be, as to the whole or in part, applicable for equalising dividends, or for distribution by way of bonus among the members and Directors of the Company for the time being on such terms and in such manner as the Company in General Meeting shall from time to time determine, and pending such application, the Board may employ the sums from time to time so set apart as aforesaid in the business of the Company, or invest

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the same in such securities (other than the shares of the Company) as they may select with full power to employ the assets constituting the reserve fund in the business of the Company, and without being bound to keep them separate from the other assets. The Board may also from time to time carry forward such sums as may be deemed expedient in the interests of the Company.

140. Any General Meeting declaring a dividend may resolve that such dividend be paid wholly or in part by the distribution of specific assets, and in particular paid up shares, stock, debentures or debenture stock of any other company, or in any one or more of such ways.

141. The Board may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

142. Unless otherwise directed by the Company in General Meeting any dividend may be paid by cheque or warrant sent through the post to the last registered address of the member or person entitled, or in the case of joint holders, to the registered address of any one of such joint holders; and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent. No unpaid dividend or unpaid interest shall bear interest as against the Company.

143. The Company shall not be responsible for the loss of any cheque, draft, dividend warrant, or post office order which shall be sent by post duly addressed to the member for whom it is intended.

144. All dividends unclaimed for one year after having been declared and payable shall be held by the Company until claimed or paid by the Company under any legislation concerning unclaimed monies.

CAPITALISATION OF PROFITS & RESERVES

145. Any General Meeting may resolve that any monies, investments or other assets forming part of the undivided profits of the Company standing to the credit of the reserve fund or any capital redemption reserve fund or in the hands of the Company and available for dividend or representing premiums received on the issue of shares and standing to the credit of the share premium account, be capitalised and distributed amongst such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part of such capitalised fund be applied on behalf of such shareholders in paying up in full either at par or at such premium as the resolution may provide, any unissued shares or debentures of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability of any issue of shares or debentures, and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalised sum. The share premium account may be applied in accordance with the provision of the Act.

146. A General Meeting may resolve that any surplus monies arising from the realisation or re-valuation of any capital assets of the Company or any investments representing the same, or any other undistributed profits of the Company not subject to charge from income tax be distributed among the members on the footing that they receive the same as capital.

147. For the purpose of giving effect to any resolution under the two last preceeding Articles, the Directors may settle any difficulty which may arise in regard to the distribution as they think expedient, and in particular may issue fractional certificates and may fix the value for distribution of any specific assets, and may determine that cash payments shall be made to any members upon the footing of the value so fixed or that fraction of less value than RM1.00 may be disregarded in order to adjust the right to all parties, and may vest such cash or specific assets in trustees upon such trusts for the persons entitled to the dividend or capitalised fund as may seem expedient to the Directors. Where requisite, a proper contract shall be delivered to the Registrar for registration in accordance with the Act and the Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend bonus or capitalised fund, and such appointment shall be effective.

ACCOUNTS

148. Subject to the provisions of the Act the Board shall cause to be kept such books of accounts as are necessary to give a true and fair view of the state of affairs of the Company and the extent of its transactions.

149. The books of accounts shall be kept at the Office of the Company or at such other place within

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Malaysia as the Board shall think fit, and shall at all times be open to inspection by the Board, but except with the sanction of the Board, no other person shall be entitled to inspect any book or document or account of the Company unless he is authorised so to do by law or by these Articles or by a resolution of the Company in General Meeting.

150. The Board shall from time to time in accordance with the provision of the Act cause to be prepared and laid before the Company in General Meeting such profit and loss accounts balance sheets and reports as are referred to in that Section provided always that the interval between the close of financial year of the Company and the issue of accounts relating to it shall not exceed six months.

151. A copy of every balance sheet and profit and loss accounts which is to be laid before a General Meeting of the Company (including every document required by law to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors' report shall not less than fourteen days before the date of the meeting (or such short period as may be agreed in any year for receipt of notice of the meeting pursuant to the first provision to Article 59 of these presents) be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles; provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware of or to more than one of joint holders, but any member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the office.

AUDIT

152. Once at least in every year the accounts of the Company shall be examined and the correctness of the profit and loss accounts and balance sheets ascertained by one or more auditor or auditors.

153. The Company at each Annual General Meeting shall appoint an auditor or auditors to hold office until the next Annual General Meeting and their appointment, remuneration, rights and duties shall be regulated in accordance with the provisions of the Act.

154. Every balance sheet and profit and loss accounts when audited and approved by a General Meeting shall be conclusive except as regards any error discovered therein after the approval thereof. Whenever any such error is discovered, the accounts shall forthwith be corrected by the Directors and an entry made in their Minute Book and thenceforth shall be conclusive.

NOTICES

155. A notice or any other document may be served by the Company upon any member, either personally or by sending it through the post in a prepaid letter (if outside Malaysia by airmail or courier), envelope or wrapper or by courier addressed to such member at his registered address as appearing in the Register of Members.

156. Each holder of registered shares, whose registered address is not in Malaysia shall from time to time notify in writing to the Company an address in Malaysia which shall be deemed his registered address within the meaning of the last preceeding Article.

157. All notices shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons named first in the Register of Members and any notice so given shall be sufficient notice to all the holders of such share.

158. A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter, envelope or wrapper addressed to them by name or by the title of the representatives of the deceased or trustees of the bankrupt or by any like description at the address (if any) in Malaysia supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

159. Where any notice or other document is sent by post or courier, service of such notice or document shall be deemed to have been effected by properly addressing prepaying and posting a letter, envelope or wrapper containing the notice or other document and to have been effected at the time at which the letter would be delivered in the ordinary course of post.

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160. A certificate in writing signed by any Director, Manager, Secretary or other officer of the Company that a letter, envelope or wrapper containing a notice or other document was properly addressed, prepaid and duly posted shall be conclusive evidence thereof.

161. Any person, who by operation of law, transfer, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which, previously to his name and address being entered in the Register, shall be duly given to the person from whom he derives his title to such share, notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, insolvency or disability of such member or of the transfer of such share.

162. Any notice or document sent by post or courier to, or left at the registered address of, any member, in pursuance of these Articles, shall notwithstanding such member be then deceased, and whether or not the Company have notice of his death, be deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons, if any, jointly interested with him in any such share.

163. The signature to any notice to be given by the Company may be written or printed.

WINDING UP

164. If the Company shall be wound up, and the assets available for distribution among the members as such shall be insufficient to repay or be in excess of the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses or the gains shall be borne or enjoyed by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

165. On the voluntary liquidation of the Company, no commission or fee shall be paid to a liquidator unless it shall have been ratified by shareholders. The amount of such payment shall be notified to all shareholders at least seven days prior to the meeting at which it is to be considered.

166. If the Company shall be wound up, whether voluntarily or otherwise, the liquidator or liquidators may, with the sanction of a special resolution, divide among the contributories, in specie or kind, any part of the assets of the Company, and may, with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories, or any of them as the liquidator or liquidators with the like sanction shall think fit.

SECRECY CLAUSE

167. Save as may be expressly provided by the Act, no member shall be entitled to enter into or upon or inspect any premises or property of the Company nor to require discovery of any information respecting any detail of the Company's trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which, in the opinion of the Board, it would be inexpedient in the interests of the members of the Company to communicate to the public.

INDEMNITY

168. Every Director, Managing Director, Deputy Managing Director, Agent, Auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence default breach of duty or breach of trust.

ALTERATION OF ARTICLES

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169. The Company shall not delete, amend or add to any of the existing Articles, which have previously been approved by The Members of the Company, unless prior written approval has been sought and obtained from The Members through General Meeting for such deletion, amendment or addition.

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We the several persons whose names and addresses are subscribed hereunder being subscribers hereby agree to the foregoing Article of Association.

Name, Addresses and Descriptions of Subscribers

1. MOHAMMAD BIN MOHAMADJALAN ZAINAB,15000 KOTA BHARU,KELANTAN DARULNAIM. Businessman

2. MOHD BIN AHMADJALAN ASRAMA,15000 KOTA BHARU,KELANTAN DARULNAIM. Businessman

Dated this

Witness to the above signatures :-

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Memorandum & Article of Association, Companies Act 1965

Documents

Transcript of Memorandum & Article of Association, Companies Act 1965