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-154959/2019
I hereby certify that BANGLADESH NAXIS 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 Ninth day of September two thousand
and nineteen .
By order of
Registrar
Assistant Registrar
Registrar of Joint Stock Companies & Firms
Bangladesh
Issue No. 141002 Date:09/09/2019
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: BANGLADESH NAXIS CO. LTD. , Reg. No. C-154959, Reg. Date: 09-SEP-19
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Entity Address: Jaigir, Dollah Bazaar, Singair, Postal Code: 1820 , Manikganj
Matsuda Takayuki Presented for filing by:
Nakamura Taiho
Matsuda Takayuki
Chan Chi Wa
Japanese
Japanese
Chinese
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--
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21-Omiya, Minami Yamano Mae-Cho,Kita-
Ku,Kyoto-Cith, Japan, N/A, Phone :' 81-
90-3654-0291, email:
ntaiho@naxis.co.jp, National ID:
TS1998442, TIN:
42 Oohara Todera-Choyu, Sakyou-ku,
Kyoto-Shi, Kyoto-Fu, Japan, N/A, Phone
:' 66-87-992-2796, email:
tmatsuda@naxis.co.jp, National ID:
TZ1296968, TIN:
Room 2612, 26/F., Yee Wai House, Tsing
Yi Estate, Tsing Yi, N.T., Hong Kong,
N/A, Phone :' 852-9219-7677, email:
jackychan@naxis.co.jp, National ID:
KJ0332827, TIN:
Business
Business
Business
Chairman
Managing Director
Director
1
2
3
Date of
Incorporation
-do-
-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
19-Aug-2019 (State whether Director, Manager or Managing Agents)
Matsuda Takayuki
Dated:
Managing Director
(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
(Signature)
Issue No. 141004 Date:09/09/2019
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: BANGLADESH NAXIS CO. LTD. , Reg. No. C-154959, Reg. Date: 09-SEP-19
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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.
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A LIMITED BY SHARES PRIVATE COMPANY
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
BANGLADESH NAXIS CO. LTD.
Issue No. 141003 Date:09/09/2019
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
MEMORANDUM OF ASSOCIATION
OF
BANGLADESH NAXIS CO. LTD.
I. The name of the company is BANGLADESH NAXIS 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 Import of Machine and Materials, Production and Sales of products, including
RFID products, using such imported Machines and Materials. To Import, Sales and
Provision of Maintenance services of Machines and Consumables for printing
purposes. To carry on the business of System Development, Operation, Implement
Support and Provision of Consultation Services, Provision of Consultation Service
for Production, Technical and Management Support. To Undertaking Sub-
Contracted Operation Business from third parties. To Re-lending of factory space to
third parties for designated business.
To buy, sell, produce, export, deemed export (sale to direct exporter), import,
indent, promote and deal with all kinds of tag, sewing thread, collar bone,
embroidery thread, buttons, hooks, plastic clips, chains, labels, printed or plain
boxes and any other items those may be required as raw materials, packing
materials and accessories of garments industry both home or abroad.
To establish and operate Knit composite mills, textile mills, sizing, dyeing or printing
mills, finishing mills both for manufacturing of knit and woven fabrics made of
cotton, synthetic, woolen, rayon and any other fibers for 100% export purpose. To
Set up, establish, build, construct, run, manage and install textile mills, cotton
mills, weaving, dyeing and finishing facilities, garments factory and any other like
business of spinning, knitting and otherwise manufacturing, bleaching,
merchandising, cylindering, finishing and selling domestic method or export of cloth,
yarns and other like nature of goods and merchandise.
To carry on the business of designing, manufacturing, dyeing, printing and
marketing readymade woven & knit garments including all kinds of casual ware and
Ladies and Gents, garments and requisites made of both synthetic and non-
synthetic materials produce by mechanized, semi-mechanized means for importing
and exporting from and to countries of the world.
To set up a 100% Export oriented ready-made garments factory with embroidery
machine manufacturing wears & children wears of various kinds, sizes and designs
made of cotton yarn, nylon, rayon, polyester silk, artificial silk and other fibrous
materials and also to buy, sell import and otherwise deal of cotton yarn, silk,
artificial silk, nylon or fibrous materials and also the products and by products made
thereof.
To carry on all or any of business of dress makers, export oriented garments,
designers tailors clothing outstanding outfitters, Glovers dealer in Ready-made
Garments, Sweater Factory, Woven, cotton, nylon, silk, artificial silk, woolen
goods, Leather, Plastic, jumpers, rayon, jute goods, textile & jute industry and
knitting of all sorts.
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
1
2
3
4
5
6
7
8
A LIMITED BY SHARES
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party and also to give guarantee securing liabilities of such associate company or
companies and/or third party.
IV. The liability of the members of the company is limited by shares
The Authorized Share Capital of the Company is TK. 63000000 ( Six Crore Thirty Lac )
divided into 630000 ( Six Lac Thirty Thousand ) 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.
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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: NAXIS HOLDING CO., LTD.
Entity Name: NAXIS CO., LTD.
Represented By: Mr. Chan Chi Wa
Address: Unit 19-30, 18/F., Corporation Park, 11
On Lai Street, Shatin, N.T., Hong Kong.
Represented By: Mr. Nakamura Taiho
Address: Unit 19-30, 18/F., Corporation Park, 11
On Lai Street, Shatin, N.T., Hong Kong.
Share
Holder
Share
Holder
262800
( Two Lac
Sixty Two
Thousand
Eight
Hundred
shares)
29200
( Twenty
Nine
Thousand
Two
Hundred
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Liang Chong Ying Lam Choi Ngor
Room 1305, Tower 5, Lijing Garden,
Changma Road, Changping,
Dongguan City, Guangdong
Province, P.R.
Phone : +86-136-3757-6669
NID :
Room 713, Toi Fung House, Fung Tak
Estate, Diamond Hill, Hong Kong
+852-9331-1836 Phone :
NID :
Name :
Address:
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
ARTICLES OF ASSOCIATION
OF
BANGLADESH NAXIS 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. 63000000 ( Six Crore Thirty Lac
) divided into 630000 ( Six Lac Thirty Thousand ) Ordinary Shares of TK 100 ( One
Hundred ) each with 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
PRELIMINARY
INTERPRETATION
PRIVATE COMPANY
SHARE CAPITAL
SHARE CERTIFICATE
A LIMITED BY SHARES
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6.
7.
8.
9.
10.
Directors may think fit.
(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.
TRANSFER AND TRANSMISSION OF SHARES
ALTERATION OF CAPITAL
BORROWING POWERS
GENERAL MEETING
PROCEEDING AT GENERAL MEETING
QUORUM (AGM)
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11.
12.
13.
14.
15.
16.
2 (Two) members either physically or by proxy present will form quorum for
transacting any business at any General Meeting.
2 (Two) members of Board have to present in person and qualified to vote shall form
a Quorum for transacting any business at any Board Meeting.
VIDEO CONFERENCE: For the purpose of a meeting of the Board, a Director or his
alternate may participate in a meeting of the Board by means of physical presence
(preferably) or video conference and such participation shall constitute the
presence of such Director and/ or his alternate and the proceedings of such meeting
shall be minute and recorded as soon as practicable, in any event, not later than 7
days from the date of such 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 majority of the votes of the Shareholders present at the
Shareholders¿ Meeting personally or through their respective proxies or authorised
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. Nakamura Taiho
2. Matsuda Takayuki
3. Chan Chi Wa
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/-. 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 or an addition 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,
QUORUM (Board Meeting)
VOTE OF MEMBERS
DIRECTORS
QUALIFICATION SHARES
POWER OF DIRECTORS
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17.
18.
19.
20.
21.
22.
23.
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
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.
Nakamura Taiho shall be the first Chairman of the Company for a period of 05 (Five)
years from the date of Incorporation of the Company. He may voluntarily resign from
the post. In case of vacancy the Directors may appoint a new Chairman amongst
themselves in a meeting and resolution taken by the Board of Directors.
Remuneration and other facilities of the Chairman shall also be determined by the
Board of Directors from time to time.
Matsuda Takayuki 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 schedule 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 contrary is proved to have effect at the time which the letter
would deliver by post and Regulation no 113 to 117 of schedule shall apply.
Notice sent by e-mail or any other electronic way to the such registered address
also count as properly service of notice as required by the act.
ALTERNATE DIRECTOR
CHAIRMAN
MANAGING DIRECTOR
POWER OF MANAGING DIRECTOR
BANK ACCOUNT
ADVISOR
NOTICE
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24.
25.
26.
27.
28.
29.
30.
The Directors shall cause to be kept proper books of accounts as provided in
Section 181 of the Companies Act, 1994. An Auditor shall be appointed and his or
her or their duties regulated in accordance with Section 210 to 213 of the
Companies Act, 1994 or any statutory modification thereof for the time being in
force. Every account when audited and approved at the General Meeting shall be
conclusive except so far regards to and error. Any such error when discovered
within or before the audit of the next account shall be corrected forthwith.
The company shall comply with the provision of Section 36 of the Companies Act,
1994 as the making of annual returns.
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 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
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.
Every Director, officer and servant of the Company shall be indemnified by the
company for all losses and expenditure by him/her or them respectively in or about
the discharge of his/her duties except when such happen from respective willful act,
neglect or default and it will be duty of the Directors to pay cash, out of the funds
of the Company, all losses and expenses which any Director, officer or servant may
have incurred in any way in the discharge of their respective duties. The amount for
which indemnity so provided shall immediately attach lien over the property of the
Company and shall have priority over all other claims.
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 mad, 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
ACCOUNTS AND AUDIT
ANNUAL RETURNS
DIVIDEND AND RESERVE
COMMON SEAL
INDEMNITY
SECRECY
ARBITRATION
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31.
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 or such any other act or regulation applicable in
Bangladesh time to time.
If the Company is wounded up the surplus assets (subject to any rights attached
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 bonafied execution of their
duty.
WINDING UP
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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: NAXIS HOLDING CO., LTD.
Entity Name: NAXIS CO., LTD.
Represented By: Mr. Chan Chi Wa
Address: Unit 19-30, 18/F., Corporation Park, 11
On Lai Street, Shatin, N.T., Hong Kong.
Represented By: Mr. Nakamura Taiho
Address: Unit 19-30, 18/F., Corporation Park, 11
On Lai Street, Shatin, N.T., Hong Kong.
Share
Holder
Share
Holder
262800
( Two Lac
Sixty Two
Thousand
Eight
Hundred
shares)
29200
( Twenty
Nine
Thousand
Two
Hundred
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Liang Chong Ying Name : Lam Choi Ngor
Room 1305, Tower 5, Lijing
Garden, Changma Road,
Changping, Dongguan City,
Guangdong Province, P.R.
Phone :
NID :
+86-136-3757-6669
Address: Room 713, Toi Fung House, Fung Tak
Estate, Diamond Hill, Hong Kong
+852-9331-1836
NID :
Phone :