_MOA & AOA

THE COMPANIES ACT, 1994 (ACT. XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF MICRONET BGD CO., LTD. THE COMPANIES ACT, 1994 A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF MICRONET BGD CO., LTD. 　　　　　　　　　　　 The name of the Company is “Micronet BGD 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 the commencement of the business): To carry on the business of system Designing, Software Developing, Software and Hardware Maintenance, Software and Hardware Installation and other services related to Computer, Internet & Telecommunication Services including Web development, web mastering, web hosting, e-commerce, e-government, e-travel, e-education, Animation, Cyber Cafe, Broadband, DSL, Radio Link, Bandwidth provide, Data services, e-business, Online services, LAN, WAN GIS Development, Voice Communication, Video Conferencing, Video on demand as per Government rules and regulations.. To carry on the business of system design, system analysis, system development, graphics media, web services and other computer-related equipment accessories, manufacturing assembling promote and market different brands of companies, computer accessories, software, computer printer and other computer-related equipment’s multi-media advertising, digital and lenticular display boards, video movie, audio computer special effects, graphics, computer video games, virtual reality, augmented reality and artificial intelligence. To carry on Value-Added Service (VAS) Business like SMS (Push-pull, subscription), WAP, IVR, RBT (Ring Back Tone), Wallpapers, movie clips, M.M.S. video clips, game stone, animation, ring tone and further modem technologies if comes into existence in future. To develop and customize software, applications and hardware, provide it support and maintenance services, necessary training services to clients on the usage of the products and services, outsource it and business processes, digital solution, data-web analytics and website service (listing, hosting etc.), all types of businesses including e-ticketing solutions. To carry on the business of research and consultancy on real estate transactions, business of House agent, business of consulting on asset management and other management, business of Interior finishing, interior design, renovation, reform, gardening, exterior design and beautification etc. To carry on the business of real estate, housing and apartment and to do and carry on the business of buyer, seller of flats, apartment, buildings rooms, huts and to undertake construction of commercial complex, super market, shopping mall, shopping complex, community centers. And to arrange for sale or let out of those to general public or to hold it for their management. To purchase any land, plot(s) of land or immovable property or any right or interest therein either singly or jointly or in Partnership with any person(s) or Body Corporate or Partnership Firm and to develop and construct thereon residential, commercial complex or complex (es) either singly or jointly or in partnership as aforesaid, comprising offices for sale or self-use or for earning rental income thereon by letting out individual units comprised in such building(s). To do and carry on the business of development of building and apartments and sell and dispose of the said buildings and apartments and business of builder, engineers, architects and contractors and to build townships, gardens, markets, housing estates or other buildings or conveniences, drainage facilities, utility services electricity, water supply, sewerage installations and to deal with the same in any manner. To purchase, sell and otherwise to carry on the business such as builders, contractors, architects, engineers, estate agents, decorators and surveyors, to trading, production and sale of building materials and furniture, to doing hotel business, recruitment business, production and trading of health foods, trading and rental of car, bike and other vehicles, to development and management of sport facilities and amusement parks and facilities. To develop and run to account any land acquired by the Company or in which the Company is interested and particular by laying out and preparing the same for building purpose, construction, altering and pulling down, decorating, maintaining, furnishing and fitting up and improving buildings and by planting, paving, drawing, forming, cultivation, letting on building, lease or building agreement and by advancing money to and entering into contacts arrangements of all kinds with builders, tenants and others. To act as Consulting Engineers, Architects, Planner, Surveyors & Demographic Surveyors, Estimators, Valuers, Designer and Supervisors, to development and sale of software, provide security service and security management. 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 2,00,00,000.00 (Two Crore Taka) divided into 2,00,000 (Two Lac) Ordinary Shares of Taka 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. 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 1. Micronet Co., Ltd. Represented By: Mr. Kozo Murakami Address: 7, Nishi7, Minami4, Chuo-ku, Sapporo-city Hokkaido, Japan. TEL: +81-11-551-1443 Father: Noboru Murakami Mother: Shizu Murakami Date of Birth: 30 July 1948 Profession: Business Nationality: Japanese e-TIN: NID/Passport No.: TR8497312 E-mail: micronet@micronetclub.co.jp 48,000 Ordinary shares (Forty-Eight Thousand) 🗸　　　　　 2. Mr. Kozo Murakami Address: Sapporo city Hokkaido Japan TEL: +81-90-3462-7173 Father: Noboru Murakami Mother: Shizu Murakami Date of Birth: 30 July 1948 Profession: Business Nationality: Japanese e-TIN: NID/Passport No.: TR8497312 E-mail: murakami@big.kensakun.net 32,000 Ordinary shares (Thirty-Two Thousand) 🗸　 Total. 80,000 shares (Eighty Thousand Only). Dated this 26 April of 2023. Witness to the above signatures: Witness-1 Witness-2 Signature: 🗸 🗸 Name: Haruhiko Murakami Haruka Ito Address Sapporo city Hokkaido Japan. Sapporo city Hokkaido Japan Nationality Japanese Japanese Occupation Service Service Telephone +81-80-6066-3450 +81-80-6066-3456 THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) (A PRIVATE COMPANY LIMITED BY SHARES) ARTICLES OF ASSOCIATION OF MICRONET BGD 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 2,00,00,000.00 (Two Crore Taka) divided into 200000 (Two Lac) Ordinary Shares of Taka 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. 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 least 2 (Two) members either physically or by proxy present will form the quorum for transacting any business at any General Meeting. QUORUM (Board Meeting) At least 2 (Two) members of the Board have to present in person and be qualified to vote shall form a Quorum in any ordinary or extraordinary general meeting. No business shall be transacted or discussed at any general 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. 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 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. 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 directors shall be appointed by the members of the General Meeting of Section 91(1)b of the Companies Act, 1994. 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. Mr. Naoya Kasamatsu Nominee Director of Micronet Co., Ltd. Mr. Kozo Murakami 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 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. Kozo Murakami shall be the first Chairman of the company and he shall remain and hold the office for the period as decided by the Board of Directors or as 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. 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 the 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 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 such registered address also counts as properly service of notice as required by the act. 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 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 Shares 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. 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 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. WINDING UP 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 bonafide execution of their duty. 🗸 __________________ Chairman 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 1. Micronet Co., Ltd. Represented By: Mr. Kozo Murakami Address: 7, Nishi7, Minami4, Chuo-ku, Sapporo-city Hokkaido, Japan. TEL: +81-11-551-1443 Father: Noboru Murakami Mother: Shizu Murakami Date of Birth: 30 July 1948 Profession: Business Nationality: Japanese e-TIN: NID/Passport No.: TR8497312 E-mail: micronet@micronetclub.co.jp 48,000 Ordinary shares (Forty-Eight Thousand) 🗸　 　　　　 2. Mr. Kozo Murakami Address: Sapporo city Hokkaido Japan TEL: +81-90-3462-7173 Father: Noboru Murakami Mother: Shizu Murakami Date of Birth: 30 July 1948 Profession: Business Nationality: Japanese e-TIN: NID/Passport No.: TR8497312 E-mail: murakami@big.kensakun.net 32,000 Ordinary shares (Thirty-Two Thousand) 🗸　 Total. 80,000 shares (Eighty Thousand Only). Dated this 26 April of 2023. Witness to the above signatures: Witness-1 Witness-2 Signature: 🗸 🗸 Name: Haruhiko Murakami Haruka Ito Address Sapporo city Hokkaido Japan. Sapporo city Hokkaido Japan Nationality Japanese Japanese Occupation Service Service Telephone +81-80-6066-3450 +81-80-6066-3456