MOA

0 THE COMPANIES ACT, 1994 (ACT. XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF SKIBIDY ENTERTAINMENT LTD. 1 THE COMPANIES ACT, 1994 A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SKIBIDY ENTERTAINMENT LTD. I. The name of the Company is “ SKIBIDY ENTERTAINMENT 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 the Objects will be implemented after obtaining necessary permission from the Government /concerned authority /competent authority before the commencement of the business): 1. To establish, operate, manage, cafes, restaurants, coffee shops, food courts, and themed entertainment spaces, including animation-themed cafés and cultural experience centers; and to engage in the preparation, processing, manufacturing, serving, sale, import, export, and distribution of all kinds of food items, beverages, coffee, bakery products, confectionery, snacks, and related consumables; to do franchise and provide catering, takeaway, and online food delivery services; and to act as dealers, agents, distributors, and suppliers of food-related products, machinery, and hospitality services both domestically and internationally. 2. To carry on the business of real estate investment, development, and management, including acquiring, purchasing, leasing, renting, constructing, developing, improving, managing, selling, and otherwise dealing in land, buildings, apartments, commercial spaces, studios, and other immovable properties in Bangladesh and abroad; to act as developers, promoters, agents, and consultants in residential, commercial, and mixed-use projects; to invest in real estate and infrastructure ventures; and to provide property management, leasing, and facility management services. 3. To carry on the business of designing, manufacturing, sourcing, procuring, processing, assembling, packaging, importing, exporting, distributing, and selling merchandise and goods including apparel, garments, textiles, fashion items, toys, collectibles, accessories, lifestyle products, souvenirs, consumer goods, promotional items, printed materials, and character-related products; to establish and operate factories, production units, retail outlets, online stores, and franchise operations; to engage in buying house business and contract manufacturing, subcontracting, for domestic and international clients; to act as agents, distributors, franchisees, and representatives of local and international brands through both online and offline channels. 4. To establish, operate, and manage educational institutions including Japanese language schools, training institutes, and educational centers for language, animation, IT, and professional development; to provide language training, cultural education, and skill development programs; to conduct courses, workshops, certification programs; to offer consultancy, training, and support services for students and professionals seeking education, employment, or cultural exchange opportunities, particularly in relation to Japan and creative industries; and to carry on the business of manpower supply, recruitment, outsourcing, and human resource services, including sourcing, training, and deployment of skilled and unskilled personnel for domestic and international employment, subject to applicable laws and regulations. 2 5. To provide consultancy and advisory services in the fields of animation production, media, IT, business management, and related areas; to carry on general trading business, including the import, export, purchase, sale, distribution, and supply of goods, commodities, raw materials, machinery, software, IT product and services of all kinds permissible under the laws of Bangladesh; and to act as agent, distributor, representative, or supplier for local and foreign companies. 6. To carry on the business of animation and media production in all forms, including television anime, films, web series, digital and multimedia content; and to undertake activities such as planning, development, production, post-production, broadcasting, streaming, and distribution through television, OTT platforms, online and other channels; to create, acquire, license, and exploit intellectual property rights including audio-visual works, characters, and related content; to act as producer, coordinator, and project manager in media projects; and to provide related creative services including audio-visual production, dubbing, localization, graphic design, visual effects (VFX), 3D animation, and organizing promotional and entertainment events. 7. To develop, operate, and manage software, mobile applications, digital platforms, websites, and online services related to media, entertainment, e-commerce, and other business areas; to carry on e-commerce business including online buying, selling, marketing, and distribution of goods and services; to establish and operate offices, studios, training centers, warehouses, café outlets, educational institutions, manufacturing units, media production studios, and other facilities necessary for the company’s operations; and to provide support services including marketing, consultancy, research and development, quality control, logistics, supply chain management, and IT-enabled services, as well as to undertake all lawful activities incidental or conducive to the attainment of the above objects. 8. 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. 9. 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. IV. The liability of the members is limited. V. The Authorized Share capital of the Company is Taka 3,00,00,000.00 (Three Crore Taka) divided into 3,00,000 (Three 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.