_登記済_LKL MoA & AoA

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 Lion Kallol Limited Issue No. 306976 Date: 30/06/2022 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 Lion Kallol Limited I. The name of the company is Lion Kallol Limited 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 to manufacture, distribute, market and sell products in the area of oral care, beauty care, fabric care, and living care and other related products. To carry on all activities ancillary to manufacturing, distribution, marketing and selling and retailing, by whatever means, of the products in the area of oral care, beauty care, fabric care, and living care and other related products. To carry on all or any businesses of general merchants, buyers, sellers, importers, exporters, traders, procurers, retailers, distributors, franchisees and collaborators, specifically in the fields of oral care, beauty care, fabric care, and living care and other related products. To invest in shares, debentures, bonds in any other companies. 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 IV. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore ) divided into 1000000 ( Ten 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: Lion Corporation Entity Name: Kallol Limited Represented By: Masaaki Mitsui Address: 1-3-7 Honjo, Sumida-Ku, Tokyo, Japan Represented By: Ghulam Mostafa Address: 1-3-7 Honjo, Sumida-Ku, Tokyo, Japan Share Holder Share Holder 525000 ( Five Lac Twenty Five Thousand shares) 175000 ( One Lac Seventy Five Thousand shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Mahim Kawsar Md. Shahidul Islam 199, Tejgaon Industrial Area, Dhaka-1208 Phone : 01676767994 NID : 236 503 5290 199, Tejgaon Industrial Area, Dhaka- 1208 01677164320 915 087 6796 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 Lion Kallol Limited 1. 2. 3. 4. The regulations Contained in the Schedule-(1) of the Companies Act, XVIII of 1994 (hereinafter called the Companies Act) shall apply to this Company mutatis mutandis with respect to such provisions as are applicable to a private Limited Company so far only as are not negative or modified by or as are not contained in the following Articles that may or any other articles from time to time framed by the Company or by any Statute. Unless there is something repugnant in the subject or context inconsistent therewith- I) Act means the Companies Act. 1994, as amendment from time to time. II) ¿Company¿ means the Lion Kallol Limited. III) Special Resolution, Extra Ordinary Resolution, have the meanings assigned thereto respectively by the Act. IV) ¿Auditors¿ mean and include those persons or firms appointed as statutory auditors of the Company in accordance with and within the meaning of the relevant provisions of the Companies Act, 1994. V) ¿Articles¿ mean these articles of association. VI) ¿Capital¿ means the share capital for the time being raised or authorized to be raised for the purpose of Company. VII) ¿Extraordinary General Meeting¿ means an extraordinary general meeting of the Members duly called constituted and any adjourned holding thereof in accordance with the relevant provisions of the Companies Act, 1994. VIII) ¿General Meeting¿ means a general meeting of the Members or any adjourned holding thereof held in accordance with the provisions of the Companies Act, 1994. IX) ¿The Chairman¿ means the Chairman of the Company for the time being elected. X) ¿Managing Director¿ means the Managing Director appointed as such for the time being of the Company. XI) ¿Board¿ or ¿Board of Directors¿ means the Board of Directors of the Company for the time being. XII) ¿Member¿ or ¿Members¿ shall mean any person who may from time to time become registered as a shareholder in the Company and includes the subscribers to the memorandum of association of the Company. Person shall include individuals, bodies of individuals, limited liability companies and other corporate bodies. XIII) ¿Secretary¿ shall mean the secretary of the Company. XIV) ¿The Office¿ means the Registered Office of the Company for the time being. XV) ¿The Register¿ means the Register of Members to be kept pursuant to companies Act. XVI) "Dividend" includes bonus. XVII) Proxy includes Attorney duly constituted under a power of Attorney. XVIII) ¿In Writing¿ means ¿written¿ or printed, partly written and partly printed and includes lithography, type printed and other means representing word in a clearly visible form. XIX) ¿Month¿ means the calendar month according to the English Calendar year, PRELIMINARY INTERPRETATION A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 5. 6. 7. 8. 9. Word importing the singular number includes the plural number and vice versa. XX) The ¿Seal¿ shall mean the common seal of the Company. XXI) ¿Sponsors¿ mean the promoter of the Company. XXII) Dividend includes any interim dividend. XXIII) Document includes summons, notice, requisition, order, other legal process and registers, whether issued, sent or kept in pursuance of this or any other Act or otherwise. XXIV) ¿Year¿ means each period of twelve months during the Term, the first Year commencing on the date hereof and expiring on the day before the anniversary of the date hereof. XXV) ¿Joint Venture Agreement¿ means Joint Venture Agreement signed between Lion Corporation and Kallol Limited on 31.05.2022. And subject as aforesaid and unless the context requires otherwise s words or expressions contained in these articles shall bear the same meaning as the Act in force at the date at which these articles become binding on Company. Word importing the masculine gender only includes the feminine gender. The Company is a ¿Private Limited Company¿ within the meaning of Section- 2(1) under Clause (q) 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 Members of the Company (exclusive of the persons in the employment of the Company) shall be Limited to fifty, provided however, that when two or more persons hold one or more shares in the Company, jointly, they shall be treated as a single Member and iii. The right to the transfer of shares of the Company shall be restricted in the manner and to the extent hereinafter appearing. The business of the Company shall include all or any of the several objects expressed in the Memorandum of Association and Joint Venture Agreement signed between Lion Corporation and Kallol Limited on 31.05.2022 The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore ) divided into 1000000 ( Ten Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with power to increase or reduce the capital and to divide the shares for the time being into several classes and attach thereto such qualified or special rights privileges and conditions as may be determined by the Company and to vary modify or abrogate any such rights privileges and conditions in such manner as may from time to time be provided by the regulations of the Company and to consolidate or subdivide the share into shares of higher or lower denomination. The Shares shall be under the control of the shareholders who may issue for cash or for consideration other than cash or otherwise dispose of the same to such person in such manner or on such terms and conditions as the shareholders think fit. PRIVATE COMPANY BUSINESS SHARE CAPITAL This document is digitally signed. Please find the soft copy to verify the signature. 10. 11. 12. 13. 14. 15. 16. 17. 18. The certificate of title to share and duplicate thereof whenever necessary shall be issued to the Members under the common seal of the Company and shall be signed by the Chairman and Managing Director of the Company, and shall bear the legend in accordance with clause 33.6 of the Joint Venture Agreement. If any share certificate is defaced worn out destroyed or lost it may be reissued on such evidence being produced and such indemnity (if any) being given as the Members require and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such sum not exceeding Tk-500/- or the Members may from time to time require. The instrument of transfer of any share in the Company shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of Members in respect thereof. The Shares of the Company held by the shareholders shall not be sold / alienated in any manner whatsoever, except in accordance with the clause 17 and 18 of Joint Venture Agreement. Any transfer of or encumbrance over the Shares (or any attempt to do any of the foregoing) in a manner inconsistent with the clause 17 and 18 of Joint Venture Agreement shall be null and void. The Directors may with the sanction of the Company in General Meeting increase the share capital such sums, to be divided into shares of such amount as the resolution shall prescribe. The Company may with special resolution reduce its share capital in any manner subject to any incident authorized and consent required by law. The Board of Directors may from time to time at their absolute discretion raise or borrow any sum or sums of money for the purpose of the Company and from any person, banks, 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 the issue of debentures of the Company or by mortgage or charge of all or any property of the Company including its uncalled capital for the time being and the Directors or any or all of them may guarantee the whole or any part of the loan or debts raised by or on behalf of the Company or any liability under their guarantee by means of mortgage or hypothecation or upon any property and assets of the Company movable immovable or otherwise. The first general meeting of the Company shall be held within eighteen months from the date of its incorporation. Subsequent meeting shall be held once in every calendar year (not being more than fifteen months after the last general meeting). SHARE CERTIFICATE TRANSFER AND TRANSMISSION OF SHARES ALTERATION OF CAPITAL BORROWING POWERS GENERAL MEETING This document is digitally signed. Please find the soft copy to verify the signature. 19. 20. 21. 22. 23. 24. The general meetings referred to in this Articles of Association shall be called ¿Annual General Meeting¿ All other meeting of the shareholders of the Company shall be called ¿Extra ¿ ordinary General Meeting¿. Time and place of all General Meeting shall be decided by the Board from time to time and it can be held in and outside of Bangladesh by the directors and also can be held virtually, provided required permission is taken from the relevant authorities. The Directors may at any time call an ¿Extra- Ordinary General Meeting¿ and an Extra-Ordinary general meeting may also be called by the shareholders on requisition in accordance with the provisions of section 84 of the Companies Act, 1994. Subject to the provision of the Companies Act, 1994 an Annual General Meeting (AGM) may be called by 21 (twenty one) days¿ notice in writing to the Members specifying the place, the day and the hour of the General Meeting together with the respective agenda and all necessary information and a meeting other than an annual general meeting or a meeting for the passing of a special resolution may be called by 21 (twenty one) days¿ notice in writing. In the case of special business, the general nature of such business shall be notified to the Members but accidental omission to give such notice to or non-receipt of such notice by any Member shall not invalidate the proceedings of General Meeting, provided all the Members give consent. General Meeting may be held at a shorter notice, if all the shareholders consent to the same. No business shall be transacted at any general meeting unless the quorum of Members is present at the time when the meeting proceeds. The quorum, on a 1st convening of a meeting of the Members, shall consist of all Members. If such quorum is not met upon the 1st convening of a meeting of the Members, the meeting shall be adjourned and a 2nd meeting of the Members will be convened within 2 (two) weeks from such date, at the same time, in the same place and with the same agenda. Each Member not present at the meeting shall be notified in writing by the Company of the date, time and place of the second meeting of the Members. If at the 2nd meeting of the Members (following the adjourned meeting), a quorum consisting of all Members, is not met, the meeting shall once again be adjourned and a 3rd meeting of the Members shall be convened 2 (two) weeks therefrom, at the same time and in the same place and with the same agenda. There shall be no quorum requirements at such 3rd meeting. The Chairman of the Company shall preside at every General Meeting. Subject to clause 10.3 of the Joint Venture Agreement, in absence of Chairman, any Member elected by the Members present at a meeting may be Chairman thereof and preside the meeting. Clauses 10.1 to 10.10 of the Joint Venture Agreement are to be adhered together with the above Articles 20-23 as long as they are not conflicting and inconsistent with the applicable laws for the time being in force. PROCEEDING AT GENERAL MEETING This document is digitally signed. Please find the soft copy to verify the signature. 25. 26. 27. 28. 29. 30. 31. In any General Meeting a resolution put to vote of the Members shall not be decided by a show of hands, but each share held by a Members shall carry one vote. No Members shall be entitled to vote at any General Meeting unless all called up or other sums presently due and payable by him in respect of shares in the Company held by him have been paid. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 3( Three ) and not more than 8( Eight ).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. Masaaki Mitsui, Nominee Director of Lion Corporation 2. Ghulam Mostafa, Nominee Director of Kallol Limited 3. Ling Tung Sum Annette Nominee Director of Lion Corporation The Board shall comprise of 3 (three) Directors. The composition of the Board shall not be altered except with the prior written consent of the shareholders. Unless otherwise agreed in writing between the Parties (including sub-clause 8.2 of the Joint Venture Agreement), the composition of the Board shall be as follows: (a) LION Corporation shall be entitled to nominate and appoint 2 (two) Directors. (b) Kallol Limited shall be entitled to nominate and appoint 1 (one) Director. For the avoidance of doubt, it is hereby clarified that in the event a new shareholder is inducted in the Company under the terms of this Agreement, the Board shall be reconstituted then in the manner as may be mutually agreed to between the then shareholders. The qualification of a Director shall be holding of 1 (one) ordinary shares in his/ her own name and not jointly with other or others. Subject to the applicable provisions of the Companies Act, 1994, a Director representing a company or any other body corporate or association of persons does not require to hold qualification share to be able to become a Director so long as the body corporate or the association of persons who has nominated such person as a Director holds any qualification shares. The Board of Directors shall have power from time to time to appoint one or more persons as Directors who shall retire from office at the next ordinary general meeting as Directors, provided that by such appointment the total number of Directors shall not exceed the maximum number fixed by Article 27 Apart from the above mentioned Articles 27-29, the appointment of directors and their term of holding the office shall be subjected to the clause 8.1 and 8.2 of the Joint Venture Agreement as long as it is not inconsistent with the applicable laws for the time being in force. The office of the Directors shall be vacated if he/she: (a) fails to obtain within the time specified in Sub-Clause (1) of section 97 of the VOTE OF MEMBERS DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 32. 33. 34. 35. Companies Act, 1994 or any time thereafter ceases to hold the share qualification necessary for his appointment: or (b) is found to be a person of unsound mind by a court of competent jurisdiction : or (c) is adjudged insolvent ; or (d) without the sanction of the Company General Meeting accepts or holds any office or profits under the Company other than as a Managing Director or Chairman or chief operating officer or legal or technical adviser or a banker; or (e) Absent himself from three consecutive meetings of the Directors or from all meetings of the Directors for a continuous period of six months whichever is longer without leave of absence from the Board of Directors. Apart from the above mentioned Article 31, the removal of directors and in case of any vacancy of director shall be subject to the clause 8.3 and 8.5 of the Joint Venture Agreement as long as it is not inconsistent with the applicable laws for the time being in force. a) 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 not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual. b) The Board of Directors may provide for the safe custody the Company's Seal, every instrument to which the seal is affixed shall be signed by the Managing Director. Each Director shall be responsible for proper discharge of the Company's business that may be entrusted to him/her by the Board. The Directors may meet together in and outside of Bangladesh physically, virtually or both for the dispatch of business, adjourn and otherwise regulate their meeting and proceeding as they think fit. Question arising at any meeting shall be decided by a majority of votes. Each Director would be entitled to cast 1 (one) vote at any Board Meeting. It is hereby agreed between the Members that in case of an equality of votes the Chairman of the meeting shall have a Casting Vote. Each Member undertakes that the Director nominated by it: (a) will not willfully or unreasonably fail to attend a Board Meeting in order to prevent the transaction of business at the Board meeting; (b) will exercise their rights so as to ensure that the Member concerned complies with the terms of the Joint Venture Agreement. POWER AND DUTIES OF BOARD PROCEEDINGS AT BOARD MEETING This document is digitally signed. Please find the soft copy to verify the signature. 36. 37. 38. 39. 40. 41. 42. 43. The quorum for any meeting of the Board shall be the majority of Directors, provided however that the presence of at least 1 (one) Director nominated by each Member shall be necessary to form the quorum, including during a First Adjourned Meeting and / or Second Adjourned Meeting in this regard (for the avoidance of doubt, excluding during the Third Adjourned Meeting, as defined in the Joint Venture Agreement). The Chairman or Managing Director may at any time call a meeting of the Board of Directors for the dispatch of any business issue other than the schedule meeting. The Chairman shall preside over all the meetings of the Board of Directors. In the event of absence of the Chairman for a Board meeting, any other Director who is a nominee of Lion, will act and preside as the chairman for the said meeting. Apart from the abovementioned Articles 34-38, the proceedings of the Board Meeting shall be subject to the clauses 9.1 to 9.12 of the Joint Venture Agreement as long as it is not inconsistent with the applicable laws for the time being in force. Ling Tung Sum Annette Nominee Director of Lion Corporation shall be the Chairman for 1 (one) year of the Company and shall continue until otherwise decided by the Board. In the Joint Venture Agreement shareholders agree that LION CORPORATION shall be entitled to appoint the Chairman of the Board. The Board of Directors shall elect Chairman of the Company on such terms and conditions and for such period as the Board may deem fit. The Chairman shall have the following powers: a) The Chairman of the Company shall preside over every General Meeting and also Board Meeting of the Company. b) Managing Director of the Company shall take prior written permission from Chairman to call meeting. c) The Chairman should take the accountability of business progress from Managing Director of the Company from time to time. d) In case of equality of votes the Chairman of any meeting shall have a second or casting vote. e) The Chairman of any meeting shall be sole judge of validity every vote tendered at such meeting. The Chairman present at the time of a poll shall be the sole judge of the validity of every vote tendered at such poll. Masaaki Mitsui, Nominee Director of Lion Corporation shall be the first Managing Director of the Company from the date of incorporation. He shall be entitled to remain and continue the said office for a period of 1 (one) year or until he voluntarily resigns or otherwise for discontinuance as the Managing Directors. The next Managing Director will be selected by the Board of Directors. The Board shall also appoint a Managing Director of the Company who shall be a nominee director of LION CORPORATION out of its 2 (two) nominated Directors. CHAIRMAN POWER OF CHAIRMAN MANAGING DIRECTOR This document is digitally signed. Please find the soft copy to verify the signature. 44. 45. 46. 47. 48. For the service to be rendered by the Managing Director, he/she shall receive such allowances and remuneration as will be determined by the Board of Directors from time to time. Without prejudice to the general powers and other powers conferred by these preceding articles, it is hereby declared that the Managing Director shall have the following powers that is to say: (a) To manage all concerns and affairs of the Company, to appoint, and employ officers, agents, adviser, consultants, organizer, expert, scientists, technicians, day labors, servants and others for the purpose of the Company and remove or dismiss them and appoint others in their place and to pay and allow to be paid to employees as aforesaid such salaries commission wages, fees or other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the Company by himself (b) To borrow or raise any sums of money by loan or otherwise on mortgage or hypothecation or such securities terms as they may deem fit, execute, sign and seal or deliver all necessary documents or do any other act on that behalf subject to the approval of the board by himself. (c) To purchase or otherwise acquire for the Company any property rights privilege such as the Company authorized to such price and generally on such terms and conditions as he think fit subject to approval of the board by himself. (d) To sign share certificate on behalf of the Company. (e) To execute and sign in the name of the Company all such deeds, documents and things as are necessary for the welfare of the Company by himself. (f) To purchase sell exchange or otherwise dispose of the absolutely or conditionally any property for the purpose of the Company, subject to the approval of the board, by himself. (g) To enter into all such negotiations and contract vary all such contracts and execute and do all such act, deeds in the name and on behalf of the Company as he/she may consider expedient for any relation to or in the interest of the Company, subject to the approval of the board, by himself. (h) To delegate all or any of the powers hereby conferred upon him to any Directors, managers, Secretary or the officers of the Company as he may from time to time think fit and proper, subject to approval of the Board. Subject to the Control and supervision of the Board of Directors, the business and all other affairs of the Company shall be managed by the Managing Director who will be selected by the Board of Directors. This document is digitally signed. Please find the soft copy to verify the signature. 49. 50. 51. 52. 53. 54. 55. 56. The Board of Directors from time to time may appoint the Managing Director and his or her tenure of Service and functions will be decided by the Board of Directors. The Company shall have power to open Bank Account/Accounts with any Commercial Bank/Banks which shall be operated by Joint Signature of Managing Director and a director of the Company or as per any decision by the Board of Directors of the Company. Any notice or other communication under this Articles of Association to be given in writing in English and may be delivered in person or sent by courier, fax or email as may be decided by the Board subject to the Companies Act, 1994 and the Joint Venture Agreement. The Company shall have a common seal, which will remain in the custody of Managing Director. Every instrument to which the seal is affixed shall be countersigned by the Managing Director or by any other Director as the Board of Directors think fit. Such seal and signature shall be conclusive evidence of the fact that the seal has been properly affixed. The Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors. The Directors may from time to time pay the Members such interim dividends as appear to the Directors to be justified by the profits of the Company. The Directors shall adhere to the dividend policy agreed by the shareholders in their Joint Venture Agreement. The Directors shall maintain true accounts to be kept in provision of section 181 & 182 of the Companies Act,1994 a. Of all sales and purchase of goods by the Company. b. Of the assets and liabilities of the Company and c. Of all sum of money received and expended by the Company and the maters in respect of which such receipt and expenditure take place. The Books of Accounts shall be kept in the REGISTERED office Of the Company or at such other place as the Directors may think fit and shall always be kept open to the inspection by the Directors. BANK ACCOUNT NOTICE MISCELLANEOUS DIVIDEND AND RESERVE ACCOUNTS AND AUDIT This document is digitally signed. Please find the soft copy to verify the signature. 57. 58. 59. 60. 61. 62. 63. 64. Once at least every year the Accounts of the Company shall be examined and the correctness of the Profit and Loss Accounts and Balance Sheet ascertained by one or more Auditors appointed for the purpose and the provision of Section 210 to 213 of the Companies Act, 1994 shall be observed. The remuneration of the auditors shall be fixed by the Company in the General Meeting except for the remuneration of any auditor appointed by the Board of Directors for internal audit. Every Director, Officer and employee shall be indemnified by the Company for all losses and expenditure incurred by him or them respectively in the discharge of their duty except their willful act, neglect or default and it shall be the duty of the Director to pay out of the fund of the Company in cash all losses and expenses which the Managing Director or any other Directors officers or employees may in any way incur in the discharge of his or their duties and the amount for which indemnity is provided shall immediately attach a lien on the property of the Company and have priority over all clams. The Managing Director, Directors, Manager, Secretary, Auditors, Accountants, Officer, Agent or other person employed in the business of the Company shall have to observe strict secrecy repeating 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 a court law or where the person connected is required to do so in order comply with any provision of the law or in this present. Articles of Association shall be read along with the Joint Venture Agreement concurrently from registering to managing the Company and it shall be incumbent upon the Directors to abide by and adhere to the terms and conditions of the Joint Venture Agreement when conducting the affairs of the Company. Any difference of opinion arising among the Director themselves or between the Members and the Board of the Director as to the true interpretation of this Article or the implication there of shall be dealt in accordance with the Joint Venture Agreement. If and whenever any difference shall arise 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 reason of these presents or of the statutes or any of them, such difference shall forthwith be dealt with clause 23 of the Joint Venture Agreement. In the Case of Winding up of the Company, the surplus assets shall (subject to any right attached to special class of shares forming part of the capital for the time being of the Company) be applied first in the repayment of the capital paid-up on INDEMNITY SECRECY JOINT VENTURE AGREEMENT ARBITRATION WINDING UP This document is digitally signed. Please find the soft copy to verify the signature. the ordinary shares and the excess if any shall be distributed among the Members holding shares in proportion on the number of Ordinary Shares held by them respectively at the commencement of the 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: Lion Corporation Entity Name: Kallol Limited Represented By: Masaaki Mitsui Address: 1-3-7 Honjo, Sumida-Ku, Tokyo, Japan Represented By: Ghulam Mostafa Address: 1-3-7 Honjo, Sumida-Ku, Tokyo, Japan Share Holder Share Holder 525000 ( Five Lac Twenty Five Thousand shares) 175000 ( One Lac Seventy Five Thousand shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Mahim Kawsar Name : Md. Shahidul Islam 199, Tejgaon Industrial Area, Dhaka-1208 Phone : NID : 01676767994 236 503 5290 Address: 199, Tejgaon Industrial Area, Dhaka- 1208 01677164320 NID : 915 087 6796 Phone :