MIURA Bank Account Opening

MiURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 Date: The Manager, Prime Bank Limited 62 Block - E, Kemal Ataturk Avenue, Banani, Dhaka 1213 Subject: Submission of documents for Bank Account opening for MIURA BANGLADESH CO., LTD. Dear Sir. With reference to the above-mentioned subject, I would like to inform you that the below documents are submitted for MIURA BANGLADESH CO, LTD operative Bank account Application for Operative Bank Account 2 Notice & Minutes of board meeting 3. Declaration for Non-submission of WP for Bank Account by company 4 Declaration for Non-submission of WP for Bank Account by signatory 5 Undertaking of Acknowledgment of Tax Return 6. Application for closing Non-operative Bank Account 7. List of Director 8 Application for Internet banking 9 Power of Attormey for Signatory 10. Incorporation Certificate 11. MOA and AOA 12. Form XII 13. TIN Certificate 14. Trade License 15. Office Rent Agreement 16 Utility Bill 17. Relevant Bank Account opening forms Kindly received the documents and it is requested to take the necessary step to open a bank account as soon as possible. Regards, Md. Showkat Akber 01818042578 On behalf of MIURA BANGLADESH CO., LTD. MiURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower - 2, Plot # 38A, Road - 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 20th January 2023 The Manager, Prime Bank Limited 62 Block E, Kemal Ataturk Avenue, Banani, Dhaka 1213 Subject: An application for opening Operative Bank Account for MIURA BANGLADESH CO., LTD. Dear Sir, With reference to the above-mentioned subject, I would like to inform you that, we have opened a non-operative bank account in your branch (BDT Account No. 2118111029620) and brought remittance as share capital. Recently we have got registration under RJsC and got the relevant license from govt. to operate the business in Bangladesh. Now we want to open an operative Bank account in your Bank. Please transfer the amount from the non-operative account to the new curent account. The name of the operative bank account will be MIURA BANGLADESH CO., LTD." and the signatories will be Mohamad Rizwan Bin Shahabuddin as well as the mode of operation will be the"Single Signatory". It is mentionable that company will take internet Banking facilities "Prime Pay". Therefore, it is requested to take the necessary step to open a bank account as soon as possible and activate the internet banking facilities. Regards, Yuji Kido Managing Director MIURA BANGLADESH CO., LTD. MIURA MIURA BANGLADESH CO. LTD. Level-11, Sanmar Tower 2, Plot # 384, Road - 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 Date: The Manager, Prime Bank Limited 62 Block - E, Kemal Ataturk Avenue, Banani, Dhaka 1213 Subject: Submission of documents for Bank Account opening for MIURA BANGLADESH CO., LTD. Dear Sir, With reference to the above-mentioned subject, I would like to inform you that the below documents are submitted for MIURA BANGLADESH CO., LTD. operative Bank account . Application for Operative Bank Account 2 Notice & Minutes of board meeting 3 Declaration for Non-submission of WP for Bank Account by company 4 Declaration for Non-submission of WP for Bank Account by signatory 5. Undertaking of Acknowledgment of Tax Retun 6. Application for closing Non-operative Bank Account 7. List of Director 8. Application for Internet banking 9 Power of Attomey for Signatory 10. Incorporation Certificate 11. MOA and AOA 12. Fom XII 13. TIN Certificate 14. Trade License 15. Office Rent Agreement 16. Utility Bill 17. Relevant Bank Account opening forms Kindly recei ved the documents and it iS requested to take the necessary step to open a bank account as soon as possible. Regards Md. Showkat Akber 01818042578 On behalf of MIURA BANGLADESH CO., LTD. MIURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 20h January 2023 The Manager, Prime Bank Limited 62 Block - E, Kemal Ataturk Avenue. Banani, Dhaka 1213 Subject: An application for opening Operative Bank Account for MIURA BANGLADESH CO. LTD. Dear Sir, With reference to the above-mentioned subject, I would like to inform you that, we have open ed a non-operative bank account in your branch (BDT Account No. 2118111029620) and brought remittance as share capital Recently we have got registration under RJSC and got the relevant license from govt. to operate the business in Bangladesh Now we want to open an operative Bank account in your Bank. Please transfer the amount from the non-operative account to the new current account. The name of the operat1ve bank account will be MIURA BANGLADESH CO., LTD." and the signatories will be Mohamad Rizwan Bin Shahabuddin as well as the mode of operation will be the "Single Signatory". It is mentionable that company will take internet Banking facilities "Prime Pay" Therefore, it is requested to take the necessary step to open a bank account as soon as possible and activate the internet banking facilities. Regards, Yuji Kido Managing Director MIURA BANGLADESH CO., L.TD. MIURA AIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka 1212, Bangladesh. Phone no: +88 02 48810577 Dated: 5th January 2023 NOTICE OF THE BOARD MEETING OF MIURA BANGLADESH CO., LTD Notice is hereby given that the Board of Directors Meeting of MIURA BANGLADESH CO.. LTD. will be held at 11 00 AM on 26th January 2023 at Level-11. Sanmar Tower-2,. Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town. Gulshan., Dhaka-1212, Bangladesh to transact the following agenda To accept the Certificate of Incorporation 2 To be apprised ofthe Memorandum and Articles of Association of the company 3 To fix up the financial year of the company 4 To appoint Ist auditor of the company 5. To approve the registered address of the company. 6 To issue share certificates to subscribers 7. To discuss closing the Non-Operative Bank Account. 8 To discuss opening an operative Bank account for MIURA BANGLADESH CO, LTD 9 To assign a signatory for the operative bank accournt. 10. To discuss using internet banking facilities 11. Any other matters with the permission of the Chai. All Directors of the Company are requested to make it convenient by attend1ng the meeting. By order of the Board of Directors. Yuji Kido Managing Director MIURA BANGLADESH CO., LTD. Copy to: All members of the Board of Directors MiURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot t# 38A, Road 35,Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 MINUTES OF THE BOARD MEETING OF MIURABANGLADESH CO.,LTD The Board Meeting of MIURA BANGLADESH (o., LTD. was held on 26h January 2023 at held at 11.00 AM on 20h January 2023 at Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, Dhaka-1212, Bangladesh. The following Directors were present at the meeting S Name of the Directors Designation Signature 1Mr. Mimoto Junichi Nominee Director Director of Miura South East Asia Holdings Pte. Ltd. 2Mr. Yuji Kido Nominee Director of Managing Director Miura Industries (Thailand) Co., Ltd. 7 Mr. Mimoto Junichi has elected as Chairman of the board and presided over the meeting Being satisfied with the quorum, the Chairman of the board started the proceeding of the meeting ProceedinE Agenda No. 01: To accept the Certificate of Incorporation: The Certificate of Incorporation Date: 5th January 2023 vide Reg. No. C-186171/2023, received from the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh was laid before the Board and the members present expressed satisfaction for the intime incorporation of the company in Bangladesh RESOLVED THAT; the certificate of incorporation is accepted by the board member unanimously Agenda No. 02: To be apprised ofthe Memorandum and Articles of Association of the company A copy of the printed Memorandum and Articles of Association of the Company were laid down before the Board The summary of the Memorandum and Articles of Association was read out and the clauses of both documents were found in conformity with legal provisions and the purpose ofthe company RESOLVED THAT; the Memorandum and Articles of Association are accepted and approved by the board member unan1mously." MIURA MIURA BANGLADESH CO. LTD. LEvel- 11, Sanmar Tower 2, Plot # 38A, Road - 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 Agenda No. 03: To fix up the financial year of the company: The Chairman informed the members of the Board that the company will follow the financial year as P the Parent Company's financial year. The members of the Board considered the aforesaid matter and tixed the Financial Year of the Company "RESOLVED THAT; the first Financial Year of the Company ill be the period from the date or incorporation ie. Sth January 2023 to 31 March 2023 and the second and the subsequent financial year of the company will be the year from the "01 April 2023 to 31 March 2024 Agenda No. 04: To appoint 1st Audito of the company: The Chairman informed the members of the Board that it is desirable to appoint Salam & Co. Chartered Accountants of Suite (9-10), 14h Floor, Planners Tower13/A, Bir Uttam C.R Datta Road, Dhaka-1000, Bangladesh as the 1" Auditor of the Company and further informed that they have consented to act as the 1 auditor of the Company. "RESOLVED THAT; Salam & Co., Chartered Accountants of Suite (9-10), 14th Floor, Planners Tower13/A, Bir Uttam C.R Datta Road, Dhaka-1000, Bangladesh is hereby appointed as the 1t Auditor of the Company to hold office until the conclusion of the 1s Annual General Meeting of the Company orn such remuneration as agreed upon later on" Agenda No. 05: To approve the registered address of the company: The chairman informed the members of the Board that the Registered Office of the Company would be located at Level-1 1, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, Dhaka-1212, Bangladesh. RESOLVED THAT: the Registered Office of the Company be situated at Level-11, Sanmar Tower-2 Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, Dhaka-1212, Bangladesh and it has been approved by the board."" "RESOLVED FURTHER THAT; the nameplate or signboard of the Company be affixed at the Registered Office of the Company" Agenda No. 06: To issue share certificates to subscribers: The chairman informed the Board that share certificales of the Company is required to be printed and ISSued in favor ofsubscribers and in this regard, the Board passed the following resolution unanimously MIURA BANGLADESH CO. LTD. MiURA EVe, Sanmar Tower 2, Plot t# 38A, Road -35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 RESOLVED THAT; Share Certificates will be given for printing as per the design laid beiore tnis meeting and those Share certificates be machine numbered in regular order and be kept in the custody O Chairman of the Company who shall render account thereof to the Board" FURTHER RESOLVED THAT; share certificates will be issued in favor of the subscribers of paid-up capital as described below" SI. Name of the Total No. Face Value Total Amount Distinctive No. Shareholders of Shares (Tk.) of Taka Number Miura South East 297000 (Two Lac Asia Holdings Ninety-Seven 100 29,700,000 00 01-297000 01. Pte. Ltd. Represented Thousand shares) By: Mr. Keiichi Murakami Miura Industries 3000 (Thailand) Co., Ltd. (Three Thousand 02 Represented By: Mr. shares) 100 300,000.00 297001-300000 Yuji Kido 300,000 shares 30,000,000.00 Total (Three Lac Only). Agenda No - 07: To discuss closing the non-operative Bank account for MIURA BANGLADESH CO., LTD. The Chairman informs the board regarding the non-operative bank account closing in Prime Bank Limited, Gulshan Branch for the company RESOLVE THAT; The decision of the non-operative Bank account (A/C No.: 211811 1029620) closing in Prime Bank Limited, has been accepted and the decision of transferring the amount of the non-operative bank account to the new operative bank account has been approved by the board." MIURA BANGLADESH CO. LTD. MiURA Level 11, Sanmar Tower 2, Plot # 38A, Road- 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 da No - 08: To discuss opening an operative Bank account for MIURA BANGLADESH CO, LTD. The Chairman intoms the board regarding the bank account opening in any Branch of Prime Bank 1or tne company RESOLVE THAT; The decision of the Bank account opening in Prime Bank Limited, has beET accepted and the decision of transferring the amount of the non-operative bank account to tne ne operative bank account has been approved by the board " Agenda No - 09: To assign a signatory for the operative bank account. The Chaiman proposed to the board "Mohamad Rizwan Bin Shahabuddin" as the signatory of the operative Bank account of MIURA BANGLADESH CO., LTD. "RESOLVE THAT; "Mr. Mohamad Rizwan Bin Shahabuddin" will act as the signatory of the operative Bank account of MIURA BANGLADESH CO., LTD. and the mode of operation will be the single signatory and they will sign and correspond all activities for the bank account of the company. A Power of Attorney will be issued in favor of "Mr. Mohamad Rizwan Bin Shahabuddin" for operating the Banking Activities of the Company." Agenda No - 10: To discuss using internet banking facilities. The Chairman proposed to use the internet banking facilities of Prime Bank Limited for the Company RESOLVE THAT; Mr. Mohamad Rizwan Bin Shahabuddin will be the authorized person for the prime bank internet banking facilities "Prime Pay Service" Agenda No 11: Any other matters with the permission of the Chair: Since there was no other matter for discussion the meet1ng ended with a vote of thanks to the Chair Mimoto Junichi Chairman of the Board of MIURA BANGLADESH CO., 1,TD. MiURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 Date: 26th January 2023 TO WHOM IT MAY CONCERN am Yuji Kido having Japanese Nationality acting as Managing Director of MIURA BANGLADESH CO., LTD. We have opened a non-operative bank account in Prime Bank Limited, Gulshan Branch (BDT Account No. 2118111029620) and brought remittance as share capital. Now we will open an operative Bank account (Current Account) in Prime Bank Limited for MIURA BANGLADESH CO., LTD. for doing day-to-day transactions of our company. We have got the incorporation certificate from RJSC. Now we will proceed for applying Visa Recommendation, Visa, and Work permit from BIDA for Mohamad Rizwan Bin Shahabuddin since he is the Bank Signatory of MIURA BANGLADESH cO., LTD. It takes a minimum of three to four months to get the work pemit from BIDA since the process is very long. I solemnly and sincerely declare that Mr. Mohamad Rizwan Bin Shahabuddin will take work permit from BIDA under MIURA BANGLADESH CO., LTD. within Three months and submit it to relevant authorities. Yuji Kido Managing Director MIURA BANGLADESH CO., LTD. MIURA BANGLADESH CO. LTD. MIURA Level-11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 Date: 26th January 2023 TO WHOM IT MAY CONCERN I am Mohamad Rizwan Bin Shahabuddin (Passport No. A54458651) Malaysian Nationality appointed as the ofticial Bank signatory of MIURA BANGLADESH CO., LTD. We have opened a non-operative bank account in Prime Bank Limited, Gulshan Branch (BDT Account No. 2118111029620) and brought remittance as share capital. Now we will open an operative Bank account (Current Account) in Prime Bank Limited for MIURA BANGLADESH CO., LTD. for doing day-to-day transactions of our company We got the incorporation certificate from RJSC and TIN, Trade License from the relevant authorities. Now I will proceed for applying Visa Recommendation, Visa, and Work permit from BIDA. It takes minimum three to four months to get the work pernmit from BIDA since the process is very long. I solemnly and sincerely declare that I will take work permit from BIDA under MIURA BANGLADESH CO., LTD. within three months and submit it to the relevant authorities. Mohamad Rizwan Bin Shahabuddin Authorized Bank Signatory (General Manager) MIURA BANGLADESH CO., LTD. MiURA MIURA BANGLADESH co. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 26h January 2023 The Manager Prime Bank Limited 62 Block - E, Kemal Ataturk Avenue, Banani, Dhaka 1213 Subject: Undertaking regarding submission of Acknowledgement copy of Tax Return. Dear Sir, With reference to the above-mentioned subject, we, MIURA BANGLADESH CO., LTD., would like to inform you that we have approached you for opening a Current Account by submitting all related documents along with e-TIN certificate. Please note that we are a very new company and we have got the RJSC incorporation certificate and e-TIN certificate recently. The 1st Income Year will be ended on 31 March 2023, and Assessment Year will be 2023-2024. So, the company is not eligible to submit income tax return at this moment. So, we will submit the Tax Return for the period of 2022-23 on the next year before the government-st1pulated time. We do hereby undertake that we will submit the copy of tax return to your end after submitting the same to NBR within the stipulated time. Yours truly, Yuji Kido Managing Director MIURA BANGLADESH CO., LTD. MiURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh Phone no: +88 02 48810577 27th November 2022 The Manager, Prime Bank Limited (Gulshan Branch) Plot # O1. Block # CEN(H). Road # 109. Gulshan Avenue. Dhaka-1212 Subject: An application for closing Non-Operative Bank Account of MIURA BANGLADESH CO., LTD. Dear Sir With reference to the above-mentioned subject, l would like to inform you that, we have opened a non- operative bank account in your branch (BDT Account No. 2118111029620) and brought remittance as share capital. Recently we have got registration under RJSC and got the relevant license from govt. to operate the business in Bangladesh. Now we want to open an operative Bank account in your Bank. Please transfer the amount from the non-operative account to the new current account and close the Non-Operative Bank Account Therefore, it is requested to take the necessary step to close the bank account as soon as possible and transfer the amount to the operative Bank account and share a Bank statement of the Non-operative Bank account from the opening date to till date. Regards, Yuji Kido Managing Director MIURA BANGLADEsH CO., LTD. MIURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 MIURA BANGLADESH CO., LTD. List of Directors with details . Yuji Kido (Nominee Director ofMiura Industries (Thailand) Co., Ltd.) Managing Director Mitsuyuki Kido Designation Father's Name Mother's Name Teruko Kido Spouse Name (If any) Manami Kido Mobile No. +6685-483-9442 Email ID kido yujI@muraz.co.jp TR8S25313 Passport No. Date of Birth 24/10/1970 Gender Male Nationality JAPAN S/185 Rhythim, Sukhumvit 42 Alley, Phra Khanong, Khlong Toey, Bangkok 10110 7-2571 Seba Shiojiri City Nagano Japan 399-6462 Present Address Permanent Address Office Tel. No. +66 38 134 400 2. Mimoto Junichi (Nominee Director of Miura South East Asia Holdings Pte. Ltd.) Director Mitukazu Mimoto Toshiko Mimoto Designation: Father's Name Mother's Name Spouse Name (If any) Mobile No. Email ID Passport No. Date of Birth Gender Nationality Chizuru Mimoto +886-966-503-711 mimoto_junichi@miuraz.co.jp TT2427990 1/2/1962 Male JAPAN Present Address Permanent Address Office Tel. No. 10F., No. 6, Ln. 81, Fuxing N. Rd, Songshan Dist. Taipei City 105039, Taiwan (R.O.C.)_ 2-6-3, Kamogawa-cho, Matsuyama-shi, Ehime 791-8004 Japan +886-2-2799-1783 For and on behalf of, MIURA BANGLADESH CO., LTD. Yuji Kido Managing Director MIURA BANGLADESH CO., LTD. MiURA MIURA BANGLADESH CO. LTD. Level 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 Date: 26th January 2023 The Manager, Prime Bank Limited 62 Block E, Kemal Ataturk Avenue, Banani, Dhaka 1213 Subject: Application for Internet Banking Facility. Dear Sir, We are very pleased to introduce ourselves that, MIURA BANGLADESH CO., LTD. is a Private Limited company which is already registered in Bangladesh in RJSC and we have a Current Bank Account in your Bank Now company intended to take the internet banking facility to operate the transaction of the company more smoothly. For Internet Banking: Account No.: Name of Authorizer and Approver: Mr. Mohamad Rizwan Bin Shahabuddin mohamad.rizwan@miuraz.com 018 47 123 125 Ms. Nasrin Islam nasrin.islam@miurazcom 015 15 282 087 E-mail id: Mobile No. Name of Maker and Checker: E-mail id: Mobile No.: All the necessary documents are atached herewith. We hope that you will take the necessary steps to provide the internet banking facility (Prime Pay) Thank you, Yuji Kido Managing Director MIURA BANGLADESH CO., LTD. MiURA MIURA BANGLADESH CO. LTD. Level- 11, Sanmar Tower- 2, Plot # 38A, Road 35,Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 Date: 26/01/2023 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS that I, Vuji Kido, Managing Director of MIURA BANGLADESH CO., LTD. (Registration No. 186171/2023) do hereby appoint Mr. Mohamad Rizwan Bin Shahabuddin (Passport No. A54458651) Malaysian Nationality (hereafter called the Attorney) as GeneralManager" and "Bank Signatory" of the company whose signature is appcnded below and attested by me to act on behalf of the MIURA BANGLADESH CO., LTD. with respect to its operations in the Republic of Bangladesh as hereinafter appearing. To corespond with Bangladesh Investment Development Authority (BIDA). National Board of Revenue (NBR). Registrar of Joint Stock Companies and Fims (RJSC). Office of Chief Controller of lmports and Exports (CCI &E) Commercial Bank, Bangladesh Bank and any other authorities for mantaining business on behalf MIURA BANGLADESH CO., LTD. and to represent the said Company before the authorities, obtain certificates, Forms and also file necessary Returns of the Company. To sign all papers pertaining to the Post, Telegraph & Telecommunication Department and to generally represent the company before the aforesaid Authorities in the ordinary course of business Il. To make applications, returns and represent the Company before any department of the Govermment/(s) or before any local Authorities for sanction/approval/permission and also for the purpose of carrying out day-to-day operations of the Company llI. To Make necessary applications for registration under various Labor & Industrial Legislation as applicable and submit all necessary papers/documents with regard to the same IV To apply for any other papers to any other authorities and to obtain other documents which have not N been specified above for the purpose of smooth operation of the Company. To handle all affairs concening human resource management as well as recruitment of both foreign VI and local employees for the Company and process the manpower demands such as reyistration with BIDA for Visa recommendation and Work permit(Bangladesh Investment Development Authoriny) as well as other government authorities in Bangladesh. To take the necessary initiative to sign and submit all the necessary documents in connection with the Work permit extension and E-Visa extension and security clearance of foreign employees ofthe Bangladesh Company. VII To sign and issue all kinds of notices and letters to loreign and local employees on behalf of the Company VIII MiURA MIURA BANGLADESH CO. LTD. Level- 11, Sanmar Tower 2, Plot # 38A, Road 35, Gulshan 2, Dhaka-1212, Bangladesh. Phone no: +88 02 48810577 IX. To sign all the documents including account opening and closing, signatory addition and deleti0n, trade transactions, credit facilities, documents & transactions. To sign on cheques and other banking-related documents. And to sign on documents that will be issued by the company for Banking activities To act as a representative of the company and physically present to Bank to perfom any kind of Banking activities. XI To do Account inquiries, Fund transfers. Bill payments and Bulk account credits, Bulk bill payments, EPF & ETF payments etc. as well as to operate the online banking activities as per the below manner: This Power of Attorney is especially for the purposes mentioned herein above. It will be valid until the revocation of the Power of Attorney at any time by the Director of the Company from the date of execution hereof. For and on behalf of, MIURA BANGLADESH Co., LTD. Yuji Kido Director MIURA BANGLADESH CO., LTD. I am Mr. Mohamad Rizwan Bin Shahabuddin (Passport No. AS445865 1) solemnly and sincerely accepting the "power of attormey" to perform the above-mentioned responsibilities as well as act as the country manager and bank signatory. UDWN Specimen Signature of Mohamad Rizwan Bin Shahabuddin General Manager MIURA BANGLADESH CO., LTD. Prime Bank Branch **** ************************** Third Part: Applicant's Personal Information Confidential & for Bank's use only AC No. Unique ustomer ldentification Code 1. Name of Customer (Block Letter): MR. KEIICHI MURAKAMII ************ ****'***** ************* ***'***** 2.Date of Birth: 3.Father's Name: Saburo Murakami 4.Mothers Name: Fumiko Murakami 5.Spouse's Name: 6. Nationality: JAPANESE 7. Gender: Male Female Other 8. Resident Status: Please Tick (V) Resident Non-Resident (0f needed instructions on Guideline of Foreign Exchange Transactions to be followed) 9.0ccupation (Details): Business Relation with Organization: Director 10. Electronic Tax ID (E-TIN) No: ........... ...*****.***********************************see******************** ******************************** 11.a) Present Address: No.3 Soon Lee Street, #03-36/37/38, Pioneer Junction, Singapore 627606 District. .Phone/Mobile No:. .E-mail: ***************'*****'** b)Permanent Address: No. 3 Soon Lee Street, #03-36/3//38, Pioneer Junclion, Singapore 62/606 District .Phone/Iviobile NO. .. . .. . .. CTldil, . 12. Identification National ID card No/Passport No/Birth Registration Certificate No: 172122716 13. Share Holdings (%) Declaration & Signature: , the undersigned, declare that the information provided above is true. I will provide necessaryinformation/ documents on demand of Bank. Applicant's name, designation, signature and date: AC Opening offhcer's signature with Name Seal, Signature & Date Approved by Signature with Name Seal Page 3 of 8 Prime Bank ranch Foreign Account Tax Compliance Act ("FATCA") Account Opening Form Supplement (use additional copies, if required) This torm must be completed by any individual/non-individual/entity who wishes to open a Bank Account/have been maintaining one. Account Number Name Country of Residence/Registration Country of Birth/lncorporation Please check"v Yes or "No tor each of the following questions Yes No 1. Are you a U.S. Resident? 2. Are youa U.S. Citizen? 3. Do you hold a U.S. Permanent Resident Card (Green Card)? 4. 15 your entity a foreign entity where there is substantial "US ownership"? ie.10o Or more (for company/non-individuals) we hereby confrm the information provided above is true, accurate &complete. Subject to applicable local laws, /we hereby consent for Prime Bank Limited, Bangladesh or any of its affiliates (including branches) Collectively "the Bank') to share my/our information's with domestic/U.S. regulators or tax authorities where necessary to establish my/our tax liabilities in any jurisdiction. Where required by domestic or U.S. regulators or tax authorities, i/we consent and agree that the Bank may withhold from my/our accountis), such amounts as may be required according to applicable laws, regulations and directives. /we undertake to notify the Bank within 30 (thirty) calendar days if there is a change in any information which I/we have provided to the Bank Applicant(s) name, designation, signature and date: A/C Opening ofhcers signature with Name Seal, Signature & Date Approved by Signature with Name Seal Page 4 of 8 See Chapter 14 Para 9 APP 5 90 FORM QA 22 Form of undertakmg to be furnished byforeign nationals resiudent in Bungladesh md (omyanius and firms whose head ofic es ae ouside Bangladesh for maintaining hank account ) To. The Manager. *******'**********'**** ******** **** ******************************* ******** ** (Name and address of Bank) Dear Sir. I We hereby certify that the ercdits paid into my/our account with your bank relatc normally to my our trading business in Bangladesh only and consist of the following Here state the principal sowres from which Taka paynents into the account are derived, eg payments received for goods sold, stating general nature of goods). In consideration of the Bangladesh Bank agreeing to dispense with my/our completing Fom A-7n respect ofevery eredit to my/our account, otherthan fronm non-resident account, I'we undertake that I'We will not make available to any person or fim in Bangladesh any foreign curreney which may be at my/our disposal, against reimbursement in Taka. without first having obtaincd the permission of the Bangladesh Bank (through an Authorised Dealer) by completing Form A-7 in respect of the Taka pay ment to my/our account. 1/We further agrec to complete Form A-7 in respect of any payments into the account which may not be directly connected with my/our trading activities in Bangladesh. or which represent remittances reccived from overseas. Yours faithtully, Signature of upplicant Dated. ****** *****************'** Full namc of applicant.. ..Nationality.. .. ... ..*****************************i . Passport No. .... ******************** .. dated .... . SSued by. '* ****** ..AddresS... .. Date ot arrIVal in ***** * *********** ....Occupation.. .******** Bangladesh. We cenify that to the best of our knowledge and belief the mformation given above is coTect. Dated Stamp and Signature of Authorised Dealer Note: This fom should be completed in on orignal and submitted to the Authorised Dealer w ith whom the account is desired to he opened for being preserved in the respective account opening file DESTINATIONS This passport IS valid for all Countries and areas unless otherwise endorsed JAPAN /Type S6 fT/lssu ing country tik 31Passport No. P JPN TZ2122716 RPASSPORT KE/Surname MURAKAMI %/Given name KEIICHI /Nationality H/Date of birth JAPAN 21 APR 1963 /Registered Domicile EHIME tE 9/Sex M 9F 4 A E*/Signature of bearer se HB/Date of issue 07 JUN 2022 4h A B/Date of expiry 07 JUN 2032 ntiIT/Authority EMBASSY OF JAPAN IN SINGAPORE PJPNMURAKAMI<<KEIICHI<<<<<<<<<<<<<<<<<<<<<< TZ21227163JPN6304216M3206076<<<<<<<<<<<<<<04 Prime Bank *************************************************** Branch Third Part: Applicant's Personal Information Confidential &for Bank's use only A/C No. Unique Customer ldentification Code| 1. Name of Customer (Block Letter): MR. YUJI KIDO STR ************************************************sernsen . . .. ...... ****** 2.Date of Birth: 24/10/1970 3.Father's Name: MITSUYUKI KIDO 4.Mother's Name: TERUKO KIDO 5.Spouse's Name: MANAMI KIDO 6. Nationality: JAPANESE 7.Gender: Male Female Other 8. Resident Status: Please Tick () Resident Non-Resident (f needed instructions on Guideline of Foreign Exchange Transactions to be followed) 9.0ccupation (Details): Business Relation with Organization: Director 10.Electronic Tax ID (E-TIN) No:. *******'************ 11.2) Present Address: :5/185 RHYTHIM, SUKHUMVIT42 ALuEY, PHRA KHANONG,KHLONG TOEY, BANGKOK 10110 District C....... .. .... Phone/Mobile No: . **** . .... E-mail:....... ******************************* b)Permanent Address: 7-2571 Seba Shiojiri City Nagano Japan 399-6462 District . Phone/Mobile No: ....... ** *********'**** ..E-mdll..... .. *********************| ********'** ***** 12. Identification National 1D card No/Passport No/Birth Registration Certificate No: TR8525313 13.Share Holdings (%):. * ****************** **********"******************************' Declaration &Signaturee 1, the undersigned, declare that the information provided above is true. I will provide necessary information/ documents on demand of Bank. Applicant's name, designation, signature and date A/C Opening officer's signature with Name Seal, Signature & Date Approved by Signature with Name Seal Page 3 of8 Prime Bank ********************************************************* .Branch Foreign Account Tax Compliance Act ("FATCA") Account Opening Form Supplement (use additional copies, if required) This form must be completed by any individual/non-individual/entity who wishes to open a Bank Account/have been maintaining one. Account Number Name Country of Residence/Registration Country of Birth/Incorporation Please check" " Yes' or 'No' for each of the following questions Yes No 1. Are you a U.S. Resident? 2. Are you a U.S. Citizen? 3. Do you hold a U.S. Permanent Resident Card (Green Card)? 4. Is your entity a foreign entity where there is substantial "US ownership"? ie.10% or more (for company/non-individuals) /we hereby confirm the information provided above is true, accurate & complete. Subject to applicable local laws, /we hereby consent for Prime Bank Limited, Bangladesh or any of its affliates (including branches) Collectively "the Bank") to share my/our information's with domestic/U.S. regulators or tax authorities where necessary to establish my/our tax liabilities in any jurisdiction. Where required by domestic or U.S. regulators or tax authorities, IVwe consent and agree that the Bank may withhold from my/our accountis), such amounts as may be required according to applicable laws, regulations and directives. wwe undertake to notify the Bank within 30 (thirty) calendar days if there is a change in any information which /we have provided to the Bank. Applicant(s) name, designation, signature and date: A/C Opening officer's signature with Name Seal, Signature & Date Approved by Signature with Name seat Page 4 of 8 See Chapter 14 Para 9 APP5 90 FORM QA\22 (Form of undertaking to be furnished by foreign nationals resident in Bangladesh and companies and firms whose head offices are outside Bangladeshfor maintaining hank account) To. The Manager, ... *****"****"** * (Name and address of Bank)) Dear Sir. I/We hereby ccrtify that the credits paid into my/our account with your bank rclate nomally to my our rading business in Bangladesh only and consist of the following: (Here state the principal sources from which Taka payments into the account are derived, e.g pay ments received for goods sold, stating general nature of goods). In consideration of the Bangladesh Bank agreeing to dispense with my/our completing Fom A-7 in respect of every credit to my/our account, other than from non-resident account, I/we undertake that IWe will not make available to any person or firm in Bangladesh any foreigm currency which may be at my/our disposal, against reimbursement in Taka, without first having obtained the permission of the Bangladesh Bank (through an Authorised Dealer) by completing Form A-7 in respect of the Taka payment to my/our account. I/We further agree to complete FormA-7 in respect ofany payments into the account which may not be directly connected with my/our trading activities in Bangladesh, or which represent remittances received from overseas. Yours faithfully, Signature of applicant Dated.. **** ** ****''* .. Nationality.... ********************* ********* Full name of applicant... *************************** .** .Passport No. .. ******"'******'*** ... dated.. ...SSued by. **********| Date of arrival in .Address... ****'**'''* '****'***"*'**** ....Occupation... *******'***'* ********** Bangladesh.*** ** ****** ******* '*********'*****'************'*''"'"'**'°'''* ***'********* *** We ceitify that to the best of our knowledge and belief the imformation given above is comect. Stanp and Signatnure of Dated . . .*********' Authorised Dealer Note: This form should be completed in on original and submitted to the Authorised Dealer with whom the account is desired to he opened for being preserved in the respective account opening file. is passport is Valid for all COuntries and areas unless other wise endorsed JAPAN Type St1T /Issuing COuntry hkr Er/Passport No. hr PASSPORT P JPN TR8525313 E/Surname KIDO 4/Given namee YUJI /Nationality 4A B/Date of birth JAPAN 24 0CT 1970 19 BU/Sex M NE/Registered Domicile NAGANO TA AI/Date of issue PrFEA E*/Signature of bearer 14 JUN 2017 1hH TB/Date of expiry 14 JUN 2027 St17ET/Authority MINISTRY OF F OREIGN AFFAIRS P<JPNKIDO<<YUJI<<<<<<<<<<<<<<<<<<<<<<<<<<<<< TRB5253135JPN7010240M2706144<<<<<<<<<<<<<<08 Prime Bank Branch ************************************************************* Third Part: Applicant's Personal Information Confidential &for Bank's use only AC No.LLLLLLLI Unique Customer ldentifcation Code 1. Name of Customer (Block Letter): MR. MIMOTO JYUNICHI 1JS I . ***************'*****''************'**** '*''***** ** . ****"'****'' 2.Date of Birth: 01/02/1962 3.Father's Name: MITUKAZU MIMOTO 4.Mother's Name: TOSHIKO MIMOTO 5.Spouse's Name: CHIZURU MIMOTO 6. Nationality: JAPANESE 7. Gender: Male Female Other 8. Resident Status: Please Tick (v) Resident Non-Resident (If needed instructions on Guideline of Foreign Exchange Transactions to be foilowed) 9.0ccupation (Details): Business Relation with Organization: Director 10. Electronic Tax ID (E-TIN) No: .. ******** **************'**** *************°*******"******"******""'*****"** ******"********************************* 11a) Present Address: 10F, No. 6, Ln. 81, Fuxing N. Rd., Songshan Dist., Taipei City 105039,Taiwan (R.0.C.) District ******************************************** . Phone/Mobile No:... .E-mdil.. . .. ************** bPermanent Address: 26-3, Kamogawa-cho, Matsuyama-shi, Ehime 91-8004 Japan ******** ** ****** ** ***** ***************************"Phone/Mobile No: .. *****'*****'***' ************** CTldl. District 12. Identification National ID card No/Passport No/Birth Registration Certificate No: 2427990 13. Share Holdings (%): ****************************"*****""********"""************"""******""**************************************************************************** Declaration & Signature: the undersigned, declare that the information provided above is true. I wil provide necessary information/ documents on demand of Bank. Applicant's name, designation, signature and date: ------- A/C Opening oficer's signature with Name Seal, Signature & Date Approved by Signature with Name Seal Page 3of8 Prime Bank Branch ************************************************************ Foreign Account Tax Compliance Act ("FATCA") Account Opening Form Supplement (use additional copies, if required) This form must be completed by any individual/non-individual/entity who wishes to open a Bank Account/have been maintaining one. Account Number Name Country of Residence/Registration Country of Birth/Incorporation Yes/ No Please check" y " "Yes' or 'No' for each of the following questions 1. Are you a U.S. Resident? 2. Are you a U.S. Citizen? 3.Do you hold a U.S. Permanent Resident Card (Green Card)? 4. Is your entity a foreign entity where there is substantial "US ownership"? i.e.109% or more (for company/non-individuals) /we hereby confirm the information provided above is true, accurate & complete. Subject to applicable local laws, /we hereby consent for Prime Bank Limited, Bangladesh or any of its affliates (including branches) Collectively "the Bank") to share my/our information's with domestic/U.S. regulators or tax authorities where necessary to establish my/our tax liabilities in any jurisdiction. Where required by domestic or U.S. regulators or tax authorities, I/we consent and agree that the Bank may withhold from my/our account(s), such amounts as may be required according to applicable laws, regulations and directives. we undertake to notify the Bank within 30 (thirty) calendar days if there is a change in any information which I/we have provided to the Bank. Applicant(s) name,'designation, signature and date: A/C Opening offhcer's signature with Name Seal, Signature & Date Approved by Signature with Name Seal Page 4 of8 See Chapter 14 Para 9 APP 5 90 FORM QA 22 (Form of undertaking to be furnished by foreign nationals resident in Bangladesh and companies and firms whose head ofjices are outside Bangladesh for maintaining hank uccount) To The Manager *************** *****'********************** ********* ******'*********** **' * *******" (Name and address of Bank) Dear Sir. IWe hercby certify that the credits paid into my/our account with your bank relatc normally to my our trading business in Bangladesh only and consist of the following:- Here state the principal sources from which Taka payments into the account are derived, e.g payments received for goods sold, stating general nature of goods). In consideration of the Bangladesh Bank agreeing to dispense with my/our completing Form A-7 in respect of every credit to my/our account, other than from non-resident account. I/'we undertake that I We will not make available to any person or firm in Bangladesh any foreign currency which may be at my/our disposal, against reimbursement in Taka, without first having obtained the permission of thee Bangladesh Bank (through an Authorised Dealer) by completing Form A-7 in respect of the Taka payment to my/our account. I/We further agree to complete Form A-7 in respect of any payments into the account which may not be directly connected with my/our trading activities in Bangladesh, or which represent remittances received from overseas. Yours faithtiully, Signature of applicant Dated. .** ***** *** *********" Full name of applicant... ***********'*************** ***********'*****°****** .Nationality.. ***** ************ .Passport No. . dated.... . SSued by.... ***********'** ************* ... Occupation.. ...AddresS.. .....Date ot artival in Bangladesh.. We certify that to the hest of our knowledge and belief the infornation given above is corect. Dated. Stamp and Signature of ***** ******* ********* Authorised Dealer Note: This form should be completed in on original and submitted to the Authorised Dealer with whom the account is desired to he opened for being preserved in the respective account opening file DESTINATIONS This passport is valid for all countries and areas uniess otherwise endorsed JAPAN R 31Passport No. TT2427990 SIType eT issuing country R PASSPORT P JPN /Surname MIMOTO &/Given name JUNICHI /Nationa ity JAPAN A /Date of birth 01 FEB 1962 */Registered Domicile EHIME E/Sex M TAPE/Date of issue PA/Signature of beare 02 SEP 2022 M9h9 TB/Dote of expiry 02 SEP 2032 T ET/Authority MINISTRY OF FOREIGN AFFAIRS PJPNMIMOTO<<JUNI CHI<<<<<<<<<<<<<<<<<<<<<<< TT24279903JPN6202013M3209022<<<<<<<<<<<<<00 This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A LIMITED BY SHARES PRIVATE COMPANY MEMORANDUM & ARTICLES OF ASSOCIATION OF MIURA BANGLADESH CO., LTD. Issue No. 341998 Date: 05/01/2023 This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY MEMORANDUM OF ASSOCIATION OF MIURA BANGLADESH CO., LTD. I. The name of the company is MIURA BANGLADESH CO., LTD. II. The registered office of the company shall be situated in Bangladesh III. The objects for which the company is established are all or any of the following (all objects will be implemented after obtaining necessary permission from the Government/concerned authority/competent authority before commencement of the business): To carry on the business of trading, buying, sell, exporters, importers, Marketing, indenters, commission agents, selling agents, distributors, brokers, stockiest, merchants, wholesalers, retailers, buyers, manufacturers, general order suppliers, and dealers of boiler, boiler parts, boiler chemical, water treatment equipment, and garments related machinery. To set up the business and maintain industries for maintain of steam boiler, all kinds of boiler-related parts, boiler chemicals, and water treatment equipment. Research and development of all kinds of boiler-related products, boiler chemicals, and water treatment equipment. To do the business of assembling, installing, repairing, and maintenance of all kinds of boilers, boiler parts, boiler chemicals, water treatment equipment, and garments- related machinery all over Bangladesh. To carry out the business of analyzing, inspecting, and reviewing, testing the water quality of the factory and the water treatment plants and water treatment equipment of the garment factory. To carry the business of Boiler Water Treatment Chemicals production and to ensure the boiler systems are correctly maintained and operate at optimum efficiency. scientifically formulated to improve the operation and maintenance of industrial boiler systems and steam generation plants by proactively managing the problems associated with the use of water including scale fom1ation, metallic corrosion, boiler water carryover, and sludge deposition etc. To carry out the business of boiler-related consultancy and advisory in order to reduce the energy consumption is being used in boilers and to improve the boiler efficiency by providing guidelines for proper management of boilers. Bring new technology in the boiler industry. To attain the business objectives company may enter into Partnership, Joint- venture, take over or Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or companies and/or third party. 1 2 3 4 5 6 7 8 IV. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 60000000 ( Six Crore ) divided into 600000 ( Six Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares. V. A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Entity Name: Miura South East Asia Holdings Pte. Ltd. Entity Name: Miura Industries (Thailand) Co., Ltd. Represented By: Mr. Keiichi Murakami Address: No.3 Soon Lee Street, 03-36/37/38, Pioneer Junction, Singapore 627606. Represented By: Mr. Yuji Kido Address: No.3 Soon Lee Street, 03-36/37/38, Pioneer Junction, Singapore 627606. Share Holder Share Holder 297000 ( Two Lac Ninety Seven Thousand shares) 3000 ( Three Thousand shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: M Jubaer Alam Azimul Ahsan 20/A Central Basabo, Sobujbagh, Dhaka. Phone : +880 1521 455 358 NID : House 24, Road 12, Rupnagar Section 2, Mirpur +880 1722 200 666 Phone : NID : Name : Address: This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY ARTICLES OF ASSOCIATION OF MIURA BANGLADESH CO., LTD. 1. 2. 3. 4. 5. The Regulations contained in the Schedule-1 of the Companies Act (XVIII Act of 1994) as applicable to Private Limited Company, shall apply to this Company with regard to such provisions as are not negative or modified by or as are not contained in the following Articles or any other Articles that may from time to time be framed by the Company in a General Meeting. In the construction of these Articles unless inconsistent with the context the singular shall include the plural and the masculine shall include the feminine and vice-versa and the following words and expressions shall have the following meanings: Article means these Articles of Association, Capital means the Share Capital for the time being raised, or authorized to be raised, for the purpose of the Company and subject as aforesaid and unless the context otherwise requires words or expressions contained in these articles, shall bear the same meaning as in the Act in force at the date at which these articles become binding on the Company. The Company is a private company within the meaning of clause (q) of section 2(1) of the Companies Act, 1994 and accordingly: (i) No invitation shall be issued to the public to subscribe for any share or debenture of the Company; (ii) The number of the members of the Company (exclusive of the persons in the employment of the Company) shall be limited to fifty, provided that for the purpose of this provision where two or more persons held one or more shares jointly in the Company, they shall be treated as a single member; and (iii) The right to transfer the shares of the Company shall be restricted in the manner hereinafter provided. The Authorized Share Capital of the Company is TK. 60000000 ( Six Crore ) divided into 600000 ( Six Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with the power to increase and reduce the capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential, deferred, qualified, or special rights, privileges or conditions as may be determined upon by or in accordance with the regulations of the Company, and to modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company. The certificate of title of shares and duplicate thereof, whenever necessary, shall be issued to the members under the common seal of the Company and shall be signed jointly by the Managing Director and any other Directors as determined by the Board of the Company. Any two or more joint holders of shares for the purpose of these Articles shall be treated as a single member and the certificate in respect of any such shares shall, unless authorized by all the joint holders in writing be delivered to the person first named in the register. If any certificate is worn out, destroyed, defaced or lost, a new certificate may be reissued in lieu thereof on such terms and on such indemnity as the Board of Directors may think fit. PRELIMINARY INTERPRETATION PRIVATE COMPANY SHARE CAPITAL SHARE CERTIFICATE A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 6. 7. 8. 9. 10. 11. (i). Except as otherwise expressly permitted hereunder, no share of the Company nor any interest therein shall be transferred, pledged, hypothecated, sold, assigned, or in any way encumbered by any party, unless such share shall have first been offered in writing for sale to the rest two parties. (ii). Notwithstanding anything contained in this Articles, such share shall have first been offered in writing for sale to the rest two parties. Within Sixty (60) days after delivery of such offer of sale, the offeree shall accept or reject such offer in writing. In the event of such offer being rejected, or in the event of no written acceptance or rejection being sent by the offeree, the offer or shall be free to transfer or otherwise dispose of such shares to others within thirty (30) days after the notice of rejection is received or after the expiration of the above Sixty (60) days period. The Directors may, with the sanction of the Company, in general meeting increase the share capital by such sum to be divided into shares of such amount, as the resolution shall prescribe. The Company may, by special resolution, reduce its shares capital in any manner and subject to any incident authorized and consent required by law. The Board of Directors may, from time to time, raise or borrow any sum or sums of money for the Company from any person, bank, firms, companies and particularly from any Director and may secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by making, drawing, accepting or endorsing on behalf of the Company any promissory notes or giving or issuing any other security of the Company or by mortgage or by charge or by the perpetual or terminable and with or without a trust deed charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being. There shall be at least one ordinary general meeting to be called the Annual General Meeting every year. It should be held every calendar year as soon as practicable after the annual closing of account of the Company but not later than fifteen months from the date of the last Annual General Meeting of the Company. The first General Meeting shall be held within 18 months from the date of its incorporation. The above meeting shall be called Annual General meeting and all other meetings of the members of the company shall be called Extra-ordinary General Meeting and presided over by the Chairman of the company and in his absence by any of the Directors of the Board as may be decided. Subject to the provisions of Section 87(2) of the Companies Act, 1994 related to special resolutions at least twenty-one days¿ notice from the date of posting of the notice specifying the place the date and hour of the general meeting shall be given and in the case of special business, the general nature of such business shall be notified to the members, which may, with the written consent of all the members, may be called by shorter notice and in such manner as the members think fit. 2 (Two) at least Shareholders either physically or by proxy present will form the Quorum for transacting any business at any Ordinary or Extraordinary Annual General Meeting. TRANSFER AND TRANSMISSION OF SHARES ALTERATION OF CAPITAL BORROWING POWERS GENERAL MEETING PROCEEDING AT GENERAL MEETING QUORUM (AGM) This document is digitally signed. Please find the soft copy to verify the signature. 12. 13. 14. 15. 16. 17. 2 (Two) at least members of the Board have to present in person and be qualified to vote shall form a Quorum. No business shall be transacted or discussed at any Board Meeting unless the requisite quorum is present at the commencement of the meeting. The Chairman of the Board of Directors shall preside over every General Meeting. In absence of the Chairman, any Director elected by the Board shall preside over the meeting. Any matter which requires a general resolution of shareholders meeting under the Act shall be validly passed at any Shareholders¿ Meeting where the resolution has been approved by the majority of the votes of the Shareholders present at the Shareholders¿ Meeting personally or through their respective proxies or authorized representatives. Any matter which requires a special resolution of shareholders meeting under the Act shall be validly passed at any Shareholders¿ Meeting where the resolution has been approved by three-fourths or more of the votes of the Shareholders present at the Shareholders¿ Meeting. Notwithstanding any other provision herein, any resolution at Shareholder¿s Meeting shall be made by poll based on the voting right attached to the Shares, not by showing of hands. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2( Two ) and not more than 10( Ten ).The following persons shall be the first directors of the company unless anyone of them voluntarily resigns the said office or otherwise removed therefrom under the provisions of section 108(1) of the companies Act, 1994. 1. Mimoto Junichi Nominee Director of Miura South East Asia Holdings Pte. Ltd. 2. Yuji Kido Nominee Director of Miura Industries (Thailand) Co. , Ltd. The qualification of a Director shall be holding in his/ her own name at least 100 (One Hundred) shares of the nominal value of Tk. 100/= (One hundred) each. In case of Nominee Director or Representative, Director Qualification is not required. The Board of Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill up a casual vacancy to the Board by co-option so that the total number of Directors shall not at any time exceed the maximum number of Directors fixed by the Company. The management of the business of the Company shall be in the hands of the Board of Directors who may pay such expenses of any preliminary and incidental to the promotion, establishment and registration of the Company and do such acts as may be exercised and done by the Company as are not forbidden by the state or by this Articles required to be exercised or done by the Company in general meeting, subject nevertheless, to any regulation to be inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual. The Board of Directors may appoint an Alternate Director to act for Director (hereinafter called ¿the Original Director¿) during his absence for a period of not less than three months from the state in which the meetings of the Board are ordinarily held. An Alternate Director appointed under this Article shall not hold office as such for a period longer than that permissible to the Original Director and shall vacate QUORUM (Board Meeting) VOTE OF MEMBERS DIRECTORS QUALIFICATION SHARES POWER OF DIRECTORS ALTERNATE DIRECTOR This document is digitally signed. Please find the soft copy to verify the signature. 18. 19. 20. 21. 22. 23. office if and when the Original Director returns to that state, if the terms of office of the Original Director is determined before he so returns to that state, any provisions in the Act or in these Articles for the automatic reappointment of retiring Directors in default of another appointment shall apply to the Original Directors and not to the Alternate Director. Yuji Kido Nominee Director of Miura Industries (Thailand) Co. , Ltd. shall be the first Managing Director of the Company for a period of 05 (Five) years from the date of Incorporation of the Company. He shall perform such functions and exercise such powers as may be decided by the Board of Directors. The Managing Director shall be a member of the Board but not be subject to retirement by rotation. Retirement of the Managing Director shall be as per the Act. The Board of Directors may remove the Managing Director if needed in the interest of the Company by passing a resolution. Subject to the provision of the Act the day-to-day operations, Management, and Administration of the Company shall be in the hands of the Managing Director in accordance with the terms of their respective contracts or in such other manner and to such extent as the Directors may from time to time decide. The Company shall open Bank Account with any scheduled Commercial Bank/Foreign Bank or Financial Institutions and shall be operated as per decision by the Board of Directors of the company from time to time. The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of the Company and fix up their remuneration. When a notice is sent by registered post, service of the notice shall deem to be effectual by properly addressing, prepaying and posting a letter containing the notice and unless the contrary is proved to have effect at the time which the letter would deliver by post and Regulation no 113 to 117 of the schedule shall apply. Notice sent by e-mail or any other electronic way to the such registered address also counts as properly service of notice as required by the act. The Company at its General Meeting may declare dividends, but no dividend shall be credited as Paid Up on their respective shares or the members in the capital of the Company at the date to declaration of the dividend after the creation of reserve as they think it. No dividend shall be payable except out of the profits of the Company of the year or any other undistributed profits and no dividend shall carry interest as against the company. The Board of Directors shall have absolute discretion as to the employment of the reserves created out of the net profit of the company and in declaring fully paid Bonus Share out of profits. The Board of Directors may from time to time pay to the members such interim dividends as appear to the directors justified by the profits of the Company. The Company shall have a common seal and where the seal is affixed shall be MANAGING DIRECTOR POWER OF MANAGING DIRECTOR BANK ACCOUNT ADVISOR NOTICE DIVIDEND AND RESERVE SECRECY This document is digitally signed. Please find the soft copy to verify the signature. 24. 25. 26. countersigned by the Managing Director or any other Director, if so, authorized by the Board, such seal and signature shall be conclusive evidence of the fact that the seal has been properly affixed. The Chairman, Managing Director, Director, Advisor, Manager, Secretary, Auditors, Accountants, Officers, Agents or other person employed in the business of the company shall have to observe strict secrecy respecting all matters which may come to his knowledge in the discharge of the duties when required to do so by resolution of the company or by court of law or where the person connected is required to do so in order to comply with any provision of the law or in these presents. If and whenever any difference shall raise between the Company and any of the members of their representative touching the construction of any of the Article herein contained or any Act. matter or thing made, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reasons of these presents or of the statutes or any of them, such difference shall be forthwith referred to two Arbitrators, one to be appointed by each party and difference to an Umpire to be chosen by the Arbitrators before entering on the consideration in accordance with the provisions of the Arbitration Act, 2001. If the Company is wounded up the surplus assets (subject to any rights attached to any special classes of shares forming part of the capital for the time being) of the Company be applied first in the repayment of capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members in proportion to the number of shares held by them respectively. The Director, the Secretaries, the Auditors and other Officers or Servants for the time being in relation to any of the affairs of the company be indemnified out of the assets of the Company from and against all or any act done or omitted in or about the bona-fide execution of their duty. ARBITRATION WINDING UP This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Entity Name: Miura South East Asia Holdings Pte. Ltd. Entity Name: Miura Industries (Thailand) Co., Ltd. Represented By: Mr. Keiichi Murakami Address: No.3 Soon Lee Street, 03-36/37/38, Pioneer Junction, Singapore 627606. Represented By: Mr. Yuji Kido Address: No.3 Soon Lee Street, 03-36/37/38, Pioneer Junction, Singapore 627606. Share Holder Share Holder 297000 ( Two Lac Ninety Seven Thousand shares) 3000 ( Three Thousand shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: M Jubaer Alam Name : Azimul Ahsan 20/A Central Basabo, Sobujbagh, Dhaka. Phone : NID : +880 1521 455 358 Address: House 24, Road 12, Rupnagar Section 2, Mirpur +880 1722 200 666 NID : Phone : Certificate of Incorporation (under Act XVIII of 1994) N.B. This certificate is digitally signed. Please find the soft copy to verify the signature. No. C-186171/2023 I hereby certify that MIURA BANGLADESH CO., LTD. is this day incorporated under the Companies Act (Act XVIII) of 1994 and that the Company is Limited. Given under my hand at Dhaka this Fifth day of January two thousand and twenty-three . By order of Registrar Assistant Registrar Registrar of Joint Stock Companies & Firms Bangladesh Issue No. 341996 Date: 05/01/2023 Form XII Particulars of Directors, Manager and Managing Agents and of any change therein The Companies Act, 1994 (See Section 115) Name of the Company: MIURA BANGLADESH CO., LTD. , Reg. No. C-186171, Reg. Date: 05-JAN-23 This document is digitally signed. Please find the soft copy to verify the signature. Entity Address: Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, , Dhaka Yuji Kido Nominee Director of Miura Industries (Thailand) Co. , Ltd. Presented for filing by: Mimoto Junichi Nominee Director of Miura South East Asia Holdings Pte. Ltd. Yuji Kido Nominee Director of Miura Industries (Thailand) Co. , Ltd. Japanese Japanese --- Select - -- --- Select - -- l0F., No. 6, Ln. 81, Fuxing N. Rd.,Songshan Dist., Taipei City 105039, Taiwan(R.O.C.), N/A, Phone :+886-966- 503-711, email: mimoto_junichi@miuraz.co.jp, National ID: TT2427990, TIN: 0 5/185 Rhythim, Sukhumvit 42 Alley, Phra Khanong, Khlong Toey, Bangkok 10110., N/A, Phone :+6685-483-9442, email: kido_yuji@miuraz.co.jp, National ID: TR8525313, TIN: 0 Director Managing Director 1 2 Date of Incorporation -do- Sl. The Present Name (a) or Names and Surnames (d) Nationality Nationality of Origin (other than the present nationality) Usual Residential Address Other Business, Occupation and Directorship, if any, if none, state so (b) Changes Date of Appointment or Change 11-Dec-2022 (State whether Director, Manager or Managing Agents) Yuji Kido Nominee Director of Miu Dated: Managing Director (Signature) Issue No. 341997 Date: 05/01/2023 Form XII Particulars of Directors, Manager and Managing Agents and of any change therein The Companies Act, 1994 (See Section 115) Name of the Company: MIURA BANGLADESH CO., LTD. , Reg. No. C-186171, Reg. Date: 05-JAN-23 This document is digitally signed. Please find the soft copy to verify the signature. a Industries (Thailand) Co. , Ltd. (a) In the case of a Corporation its corporate name and registered or principal office shall be shown; (b) In the case of an individual who has no business occupation but any other directorship or directorships, particular of the directorship or some of these directorships must be entered. A complete list of directors, manager, managing agents shown as existing in the last particulars delivered shall always be given; (c) A note of the changes of the last list shall be made in this columns by placing against new directors name the words in place of ............... by writing against a new directors, name the words "deed" resigned to as the case may be; (d) In case of a firm the full name, address and nationality of each partner, and the date on which each became a partner. (e) In case of multiple representatives, use comma(,) to separate names. S00 8 S DEED OF LEASE- (AMENDMENTD This Deed of Lease (Agreement) is made in Dhaka, Bangladesh on the date of 25th October 2022 of the Christian era. BETWEEN KALAM REAL ESTATE SERVICES, represented by MR. SALMAN KALAM, Managing Director (NID: 2692619483813; Contact Details: +88 01712251310 and +88 01730356666; Email: salman@krasbd.com; Website: www.irasbd.org ), Tread License Number: 023895, NID Number: 2692619483813; with its corporate headquarters located at "Baro Bhuiyan" in 13th floor (level:14/B), House # CWN (A) 3A, Road # 49 and Kemal Ataturk Avenue,Gulshan Model Town, Dhaka-1212; hereinafter called "THE LeSSOR"(which expression shall mean his heirs, successors, executors, administrators, legal representative, nominees and assignees) of the FIRST PARTY. AND Mr Kido Yuji bearing passport number: TR$525313, Organization: MIURA BANGLADESH CO., LTD.; (hereinafter called the "SECOND PARTY" or "THE LESSEE" which expression shall mean his heirs, successors,executors, administrators, legal representative, nominees and assignees) of the SECOND PARTY. WHEREAS, the aforesaid SECOND PARTY has approached the FIRST PARTY to take on leas of the space in the said Level: 11 (Lift 11) situated at "SANMAR TOWER-2", COMMERCIAL BUILDING at PLOT# 38A, ROAD-35, GULSHAN-2, DHAKA 1212 covering an area of approximately 3055 sq-ft. (three thousand fifty-five) square feet. And WHEREAS, the LESSOR has agreed to let and the LESSEE on lease on the terms and conditions set forth hereinafter. s agreed to take the premises 1. DURATION: The LESSOR hereby agrees to let, and the LESSEE hereby agrees to extend the lease, with exclusive possession and control for commercial use / office space for a period of two (02) years, commencing on 1t December 2022 and ending on 30th Novembe 2024 (the TERM). 2. RENT, SERVICE CHARGE AND OTHER PAYMENTS: 2.1. Rent: This rent is incluslve of at least 01 (one) car parking space which will be handed over to the LESSEE at the time of handover of the leased premises. All figures mentioned relating to the Rent Rate in this agreement is the Net Amount. The monthly rent and maintenance charges yable by the LESSEE to the LESSOR shall be as follows: The nonthly rent (excluding service charges) for the Leased Premises for two (02) years of lease period shall betp|2r 7or 3 1a wwwww 8 Level Total Rent per month raka (BDT) (Excluding VAT & TAX ) 340,000/- (Three Hundred Forty Thousand Taka Only)_ 11 2.2. Services Charges / Building Management Fee: The Lessee shall pay the monthly service charge/ building management fee at actual to the building which is excluding the rent. 2.3. Advance Payment: The LESSOR shall be entitled to receive an advance payment equivalent to initial three (03) months rental, amounting to BDT 1.020.000/-(One Million Twenty Thousand Taka Only) which will be adjusted with the first three (03) months' rent of the duration fromn 1st December 2022 to 28th February 2023. The LESSEE shall pay subsequentiy on a quarterly basis (3 months one time) from 1st March 2023. 2.4. Security Deposit: The Lessee has paid to the LESSOR as security deposit a sum ofBDT 1.385.680/: (One Mili Three Hundred Eighty-Five Thousand and Six Hundred Elghty Taka Only).equivalent to four (04) months' rent at the time of signing the agreement which is carried forward from the principle lease signed on 29th April 2019. 2.5 Two (02) months' security deposit shall be adjusted with the last two months' rent and two (02) months' security deposit will be refunded to the LESSEE at the end of lease period, barring no damages to the premises. 2.6. Payment Schedule: PERIOD: 1st December 2022 to 30th November 2024 This monthly rent shall remain unchanged for the duration of the above-mentioned lease period. Ref. Particulars Amount in BDT 340,000 Monthly Rent (Excluding VAT & TAX) Service Charge Al Excluded A2 Security Deposit (Equal to 4 months' rent) - Carried forward from the principle lease 1,385,680 (Carried forward from the security deposit of the princlpal contract) A3 Advance Rent of 3 months (adjustable with the three month rent from 1t 1020,000 A4 December 2022 to 28th February 2023 Quarterly payment onward for the whole leas duration 1st March 2023 A5 S00 So0 8 S 2.7. The LESSEE shall pay the monthly rent within the first 7 (seven) days of each quarter (the rent is due) according to the English Calendar. 2.8. Mode of Payment: The SECOND PARTY shall pay the rent of the apartment on or before the 7th day of each quarter for which rent is due. Payment will be made in cash or sheque in favorofKALAM REAL ESTATESERVICES,A/C No.01-9163549-01 Standard Chartered Bank. Gulshan, Dhaka,or whichever mode mutually agreed by both parties. 2.9 The LESSEE hereby accepts all responsibility for payment ofapplicable Advance Income Tax and VAT as per law and exclude from rent. The tax certificate relating of AIT (TAX CHALLAN) shall be submitted to LESSOR. 3. THE LESSEE HEREBY AGREES: 3.1. Not to transfer, mortgage or part with possession of any part of the leased premises in any way to any person or party, or allow anyone to carry on any business, trade or indulge in any undesirable social or anti-state activities in and around the leased premises or charge or cause change of the character and nature of the leased premises. 3.2. Not carry out any alteration or additions or modifications to the leased premises or demolish any part thereof. 3.3 To be responsible for proper internal maintenance and to keep the leased premises (with furniture, fixtures and fittings) clean and tidy and in good order and condition. 3.4 To be responsible for any injury and damages to any part of the leased premises and any sanitary, electrical, gas, air condition and water fittings and fixtures done and caused by the LESSEE or employees. 3.5. To always permit the LESSOR or his representatives to enter into the leased premises at a pre-appointed time for inspection thereof and/or for effecting repairs., maintenance, additions, alterations, modifications, construction, improvements and such other works whenever necessary and required for the leased premises or any part thereof. 3.6. The LESSEE shall do all minor repairs of sanitary, electrical fittings, glass panes, hinges etc. of the leased premises at their own cost and structural problems will be addresseu by LESSOR. 3.7. Not to keep or store any exploslve or dangerous or combustible substances liable to cause injury to anyone or damage to the leased Premises. The manner of the use of the leased premises will in no way create any disturbance to the neighbors. 3.8. To pay monthly electric bill, gas, bill, cable bill and Internet bill of the leased premises as per consumption by the first week of the following month and the LESSEE shall hand over the original paid receipt to the LESSOR every month. 3.9 Not to make or construct any structural alteration or additions of the demised premises without the written consent of the LESSOR , but the LESSEE shall be at liberty to do so at its own expenses to fix and attach, erect in the demised premises removable fixture and fittings, such as screens, partitions, small laboratory, water drainage system electrical fittiogs, etc and all such removable tixtures/fittings shall remain the absolute property of the LESSEE who shall be entitled to remeve the sarne or any part thereof at 3 5TtaTO ZAklalalslalslalalaRA wwwwwwwwwwwwwwwwwwwwwww.w.wwwww.w 8 bo the expiration of t same condition in which it was before such fixtures/fittings were made. The Lessee is allowed to make changes but he has to restore the structure in the same condition as was taken at the time of the handover. s tenancy and the LESSEE shall restore the demised premises to the 4. THE LESSOR HEREBY AGREES: 4.1. That during the term of the Agreement as long as the LESSEE pays the rent, and materially fulfils their obligations under the Agreement, the LESSOR warrants that neither the LESSOR nor anyone active on his behalf shall disturb the LESSEE in their exclusive occupation, possession, control and enjoyment of the leased Premises. 4.2. That the LESSOR shall handover the demised premises to the LESSEE with all completed facility like car parking, all fittings and fixture of level-11. 4.3. It is agreed by the LESSOR that no rental enhancement will be imposed on this lease and we shall adhere to the terms of the entire duration of the Lease. 5. BOTH THE PARTIES HERETO FURTHER AGREE: 5.1. To maintain a good relationship throughout the Term of the Agreement. shall, at the time of handover, replace/repair all breakages, That the LESSE deficiencies and damages to any fixtures and fittings in the leased premises, which may happen during the tenancy (except normal wear and tear) except damage by fire not caused by the LESSEE, flood, earthquake, war or other cause not due to the negligence 5.2. of the LESSEE. 5.3. That upon the expiration or termination of the Agreement, the LESsEE shall deliver possession of the leased premises with the whole of said fixtures and fittings in a sound and clean condition, subject to normal wear and tear. If any discrepancy or loss arises at the time of leaving the leased premises, the LESSEE shall pay compensation. 5.4. In case during the period of lease, the said premises or any part thereof shall be destroyed or rendered unfit for use or ocCupation by fire, storm, flood, tempest, earthquake, civil commotion or other acts of God, the Lessor shall repair and restore the said premises to its former state within the shortest reasonable time which shall in any case not exceed two (02) months from the date of occurrence or such damage or destruction and for this purpose the Lessor shall be entitled to enter/ use all facilities and ingress in and egress from the sald premises with or without workmen. 6. TERMINATION AND EXTENSION OF THE AGREEMENT 6.1. That this Agreement shall be terminated only wlth a 90 days' written notice by the LESSEE. If the LESSEE falls to glve writen notice THREE months before termination of the lease, then the LESSEE shall pay one months' rent to the LESSOR as compensation. The LESSEE shall also inform to the LESSOR three (03) months in advance or three (03) months before the expiry of the lease, if this lease shall not be extended for further lease duration. 6.2. That the lease period of the Agreement may also be extended by mutual agreement STtar AlalalalallalalsiaiA G wwwwwwwwwwwww.wwwwwwwWwwwwwwwwwwwoai 8 bS in writing on such monthly rent, terms and conditions as may be mutually agreed uporn 90 days before the effective date of termination of the Agreement. 7. IT IS MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS 7.1. Any dispute or difference relating to the lease which is not settled by negotiation or other mode of settlement agreed between the LESsOR and the LESSEE, shall be submitted to arbitration at the request of either party in accordance with the Arbitration Rules. The Parties hereto agree to be bound by any arbitration award rendered under this clause as the final adjudication of the dispute. 7.2. In case the LESSEE decides to remove its office from Bangladesh due to war, hostilities, civil commotion or any other reason or decide to curtail, withdraw or change its program, the LESSEE shall have the right to terminate this lease upon giving written notice to the LESSOR of no less than 60 (sixty) days in advance, with the LESSEE having to make 60 days' rent and all utility and service charges until the date LESSEE surrenders the premises in good condition. The LESsOR shall remain liable to refund the security deposit (after adjustment of rent) to the LESSEE. SCHEDULE OF THE RENTED PREMISES Premises consist of Commercial floor space on Level: 11 (Lift 11), consisting of total constructed area measuring approximately 3055 sq-ft. in "SANMAR commercial building along with 1(one) car parking space on ground floor, with Address: PLOT #38A, ROAD-35, GULSHAN-2, DHAKA-1212. WER-2", a IN WITNESs WHEREOF, the PARTIES HAVE AGREED HEREWTH to put their respective signatures on the day, month and year first mentioned above. This Agreement has been duly signed on the date set forth above in two (2) identical copies of which the parties have each taken one (1). Signature of the LESSOR: Signature of the LESSEE: RLADE mjuRA Mr. Salman Kalam Mr Kldo Yuji Managing Director Witness: Witness: Mn Noonn 1