_AOA MOA

THE COMPANIES ACT, 1994 (ACT. XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF BANGLADESH NAXIS CO., LTD. THE COMPANIES ACT, 1994 A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BANGLADESH NAXIS CO., LTD. 　　　　　　　　　　　 The name of the Company is “BANGLADESH NAXIS CO., LTD.” The registered office of the Company shall be situated in Bangladesh. The Objects for which the company is established are all or any of the following (all the 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 or 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 party and also to give guarantee securing liabilities of such associate company or companies and/or third party. The liability of the members is limited. The Authorized Share capital of the Company is Taka 63,000,000 (Six Crore Thirty Lac Taka ) divided into 630,000(Six Lac Thirty Thousand) Ordinary Shares of Taka 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. We the several persons, whose names and addresses are subscribed hereunder, are desirous of being formed into a Company in accordance with this Memorandum of Association and we respectively agree to take the number of ordinary shares in the capital of the Company as set opposite to the respective names. Name, Address and Description Of the Subscribers Number of Shares taken By each subscriber Photograph of the Shareholders Signature of Subscribers NAXIS HOLDING CO., LTD. Address: Unit 19-30, 18/F., Corporation Park, 11 On Lai Street, Shatin, N.T., Hong Kong. Represented By: Mr. Chan Chi Wa Father Name: Chan Choi Mother Name: Ip Yee Mui Present Address: Room 2612, 26/F., Yee Wai House, Tsing Yi Estate, Tsing Yi, N.T., Hong Kong Permanent Address: Room 2612, 26/F., Yee Wai House, Tsing Yi Estate, Tsing Yi, N.T., Hong Kong Passport No.: KJ0332827 D.O.B: 2 Sep 1964 Nationality: Hong Kong S.A.R., P.R.China Occupation: Business.Telephone: +852-9219-7677 Email: jackychan@naxis.cojp 262,800 Ordinary shares (Two Lac Sixty Two Thousand Eight Hundred) 2. NAXIS CO., LTD. Address: 491 Nakatsukasa-Cho, Senbon Higashi-Iru, Marutamachi-Dori, Kamigyo-Ku, Kyoto 602-8158, Japan. Represented By: Mr. Nakamura Taiho Father Name: Nakamura Shigeyuki Mother: Nakamura Yoshiko Present Address: MFPR Meguro Tower, Meguro-Ku, Tokyo 1-24-9-201, Japan Permanent Address: 21-Omiya, Minami Yamano Mae-Cho, Kita-Ku, Kyoto-Cith, Japan. Passport No.: TS1998442 D.O.B: 2 Aug 1978 Nationality: Japan. Occupation: Business Telephone: +81-90-3654-0291 Email: ntaiho@naxis.co.jp 29,200 Ordinary shares (Twenty Nine Thousand Two Hundred ) Total 292,000 shares (Two Lac Ninety Two Thousand) only. Dated this 22 day of July, 2019. Witness to the above signatures: Witness-1 Witness-2 Signature: Name: Masuda Yutaka Lam Choi Ngor Address Flat 2722, Tower 2, Harbourview Horizon All-Suites Hotel, 12 Hung Lok Road, Hunghom Bay, Kowloon, Hong Kong Room 713, Toi Fung House, Fung Tak Estate, Diamond Hill, Hong Kong Nationality Japan Hong Kong S.A.R., P.R.China Occupation Company Director Customer Service Manager Telephone +852-9769-1930 +852-9331-1836 THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) (A PRIVATE COMPANY LIMITED BY SHARES) ARTICLES OF ASSOCIATION OF BANGLADESH NAXIS CO., LTD. PRELIMINARY 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. INTERPRETATION 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. PRIVATE 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. SHARE CAPITAL The Authorized Share capital of the Company is Taka 63,000,000 (Six Crore Thirty Lac Taka ) divided into 630,000( Six Lac Thirty Thousand) Ordinary Shares of Taka 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. SHARE CERTIFICATE 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. TRANSFER AND TRANSMISSION OF SHARES (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. ALTERATION OF CAPITAL 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. BORROWING POWERS 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. GENERAL MEETING 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. PROCEEDING AT GENERAL MEETING 　　　　　　　　　　　　　　　　　 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. QUORUM (AGM) At lease 2 (Two) members either physically or by proxy present will form quorum for transacting any business at any General Meeting. QUORUM (Board Meeting) At least 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. VOTE OF MEMBERS 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. DIRECTORS Unless otherwise determined by the Company in General Meeting the number of Directors shall not be less than 02 (Two) and not more than 10 (Ten ). The following persons shall be the first Directors of the Company unless any one of them voluntarily resigns the said office or otherwise removed them from under the provisions of Section 108(1) of the Companies Act, 1994. 1 ) Nakamura Taiho Nominee Director of NAXIS CO., LTD. 2) Matsuda Takayuki Nominee Director of NAXIS HOLDING CO., LTD. 3) Chan Chi Wa Nominee Director of NAXIS HOLDING CO., LTD. QUALIFICATION SHARES 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. POWER OF DIRECTORS 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, which shall be valid and effectual. ALTERNATE DIRECTOR 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. CHAIRMAN Mr. 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. MANAGING DIRECTOR Mr. 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. POWER OF MANAGING DIRECTOR 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. BANK ACCOUNT 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. ADVISOR 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. NOTICE 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. ACCOUNTS AND AUDIT 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. ANNUAL RETURNS The company shall comply with the provision of Section 36 of the Companies Act, 1994 as the making of annual returns. DIVIDEND AND RESERVE 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. COMMON SEAL 　　　　　　　　　　　　　　　　　　　　　　 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. INDEMNITY 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. SECRECY 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. ARBITRATION 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 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. WINDING UP 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. …………………… Managing Director Dated: We the several persons, whose names and addresses are subscribed hereunder, are desirous of being formed into a Company in accordance with this Articles of Association and we respectively agree to take the number of ordinary shares in the capital of the Company as set opposite to the respective names. Name, Address and Description Of the Subscribers Number of Shares taken By each subscriber Photograph of the Shareholders Signature of Subscribers NAXIS HOLDING CO., LTD. Address: Unit 19-30, 18/F., Corporation Park, 11 On Lai Street, Shatin, N.T., Hong Kong. Represented By: Mr. Chan Chi Wa Father Name: Chan Choi Mother Name: Ip Yee Mui Present Address: Room 2612, 26/F., Yee Wai House, Tsing Yi Estate, Tsing Yi, N.T., Hong Kong Permanent Address: Room 2612, 26/F., Yee Wai House, Tsing Yi Estate, Tsing Yi, N.T., Hong Kong Passport No.: KJ0332827 D.O.B: 2 Sep 1964 Nationality: Hong Kong S.A.R., P.R.China Occupation: Business Telephone: +852-9219-7677 Email: jackychan@naxis.cojp 262,800 Ordinary shares (Two Lac Sixty Two Thousand Eight Hundred) 2. NAXIS CO., LTD. Address: 491 Nakatsukasa-Cho, Senbon Higashi-Iru, Marutamachi-Dori, Kamigyo-Ku, Kyoto 602-8158, Japan. Represented By: Mr. Nakamura Taiho Father Name: Nakamura Shigeyuki Mother: Nakamura Yoshiko Present Address: MFPR Meguro Tower, Meguro-Ku, Tokyo 1-24-9-201, Japan Permanent Address: 21-Omiya, Minami Yamano Mae-Cho, Kita-Ku, Kyoto-Cith, Japan. Passport No.: TS1998442 D.O.B: 2 Aug 1978 Nationality: Japan. Occupation: Business Telephone: +81-90-3654-0291 Email: ntaiho@naxis.co.jp 29,200 Ordinary shares (Twenty Nine Thousand Two Hundred ) Total 292,000 shares (Two Lac Ninety Two Thousand) only. Dated this 22 day of July, 2019. Witness to the above signatures: Witness-1 Witness-2 Signature: 　 Name: Masuda Yutaka Lam Choi Ngor Address Flat 2722, Tower 2, Harbourview Horizon All-Suites Hotel, 12 Hung Lok Road, Hunghom Bay, Kowloon, Hong Kong Room 713, Toi Fung House, Fung Tak Estate, Diamond Hill, Hong Kong Nationality Japan Hong Kong S.A.R., P.R.China Occupation Company Director Customer Service Manager Telephone +852-9769-1930 +852-9331-1836