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 AI SAMURAI JAPAN Limited Issue No. 162728 Date:09/02/2020 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 AI SAMURAI JAPAN Limited I. The name of the company is AI SAMURAI JAPAN 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 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 and digital data processing including digital animation, graphics design, document conversion, imaging and digital archiving to all businesses , Data-web analytics and web site service (listing, hosting etc.), all types of businesses including e-ticketing solutions to (i) public transport providers like bus, train, launch, airplanes etc. (ii) Movies and Events (iii) Sports and Entertainment Events (iv) Hotel and Hospitality (v) Rent-a-Vehicle, and (vi) all such ancillary events and service providers providing booking services to the customers-users and automating the management of operations and administration of taxis, buses, mini buses, trucks and conveyances of all kinds and transportation of passengers, goods, commodities, livestock. To set up a comprehensive research and consulting services in Artificial Intelligence and Information Technology, Software-Hardware entrusted development, manufacturing, and sales, Planning, design, development, sales, operation, maintenance, analysis and consulting services in Information system, Acquisition, implementation, use, license, maintenance, sale and rental of intellectual property rights, Overall Artificial Intelligence and Information Technology education services. To establish, develop, procure and provide digital contents, mobile advertising solutions, advertisement and their management for businesses including inside the hotels, movie theatres, event venues, sports arenas, public transports-places and others. To carry on the business to capture, collect, store, procure, maintain, processes all types of customer analytics or search engine optimization relating to telecommunication and non-telecommunication subscribers and sell subsequent insights or results of researches to the individuals, business and enterprises. To establish, carry on, supervise, develop, customize, debug and procure (from both local or global market) for the purpose of conducting different types of e- commerce and associated service operations by developing technology software, application customization, Cyber security & other digital solutions, and deploying such businesses both online as well as offline (physical store) for the purpose of reaching all customer segments. The E-enablement of both physical and digital products shall be inclusive but not limited to, telco products- services, FMCG & commodities and also to provide e-commerce services through own digital distribution channels or via other digital distribution channels or establishing physical channels to fulfil customer requirements. To procure, customize, debug, develop and sell digital solutions or setting up software testing labs relating to Internet of Things, Wifi, Global Information Services and other connectivity services to customers and business enterprises Fintech-related services for different types of payment fulfilment or e-enablement including but not limited to conducting e-wallet, electronic payment gateway, payment processing & settlement by developing technology software as well as 1 2 3 4 5 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. programmable hardware- Robotics Processes (including procuring, customizing imported programmable hardware or outsourcing) and deploying both online-offline methods (via USSD-SMS-IVR-WEB-APP) for the purposes of reaching all customer segments with or without internet connectivity. To carry on the business of IT Skill Or Others Skill Or Both Skill Training, Coaching Service, On Job IT Training, ICT Consultation service, ICT Professional Or Others Professional Or Both Professional Recruitment and Placement at home and abroad. To impart Computer Training under franchise Training program in order to develop professionalism in the field of computer and information Technology. To carry business on HR or education development for IT or other sector to grow IT or other export of Bangladesh. To operate transport services for students of educational either solely or jointly with other transport operators. To operate canteen, food shop or any franchise for food catering services either solely or jointly with other food catering services. To conduct research work in the field of education and publish the findings of such research. To carry on the business and to Act as Traders, Exporter, Importer, Merchants, dealer, supplier, contractor, architect, builder, designer, developer, consultant, housekeeper, stock broker, publisher, packer, advertiser, stockist, assembler, weaver, blender, land acquisition and selling, real estate developer, farming, fishing, mining, power generation and providing power to individual or company or to the general public and to the Govt. power grid. To carry on the business of Dealership of Electrical, electronic, mechanical, telephonic, Computer and Networking hardware & solutions. To carry on the business of Dealership of proprietary hardware, software and related solution. 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. 6 7 8 9 IV. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 50000000 ( Five Crore ) divided into 500000 ( Five 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. 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: CHOWA GIKEN Corporation Name : Nakamura Takuya Name : Kawamura Hidenori Name : Natthaya Somsiaw Represented By: Nakamura Takuya Address: 305, 2 Kita 21 Jo Nishi 12 Chome, Kita- Ku, Sapporo-shi, Hokkaido, Japan (001-0021) Father's Name : Nakamura Yoshihito Mother's Name : Nakamura Hisako Address : 2-16-904, Kita 33 jo, Higash 15 Chome, higashi-Ku, Sapporo-shi, Hokkaido Japan (065-0033), N/A Date of Birth : 17-JUN-61 E-mail : t-nakamura@chowagiekn.co.jp Phone : 81-80-3397-4418 TIN : NID/Passport No. : TR5280159 Nationality : Japanese Father's Name : Kawamura Michio Mother's Name : Kawamura Fumiko Address : 13-8, Miyanomori 4 Jo 12 Chome, Chuo-Ku, Sapporo-shi, Hokkaido Japan (064- 0954), N/A Date of Birth : 03-MAY-73 E-mail : kawamura@complex.ist.hokudai.ac.jp Phone : 81-90-7513-4770 TIN : NID/Passport No. : TR7248099 Nationality : Japanese Father's Name : Somkiat Somsiaw Mother's Name : Bhubpha Somsiaw Address : 309/86 M.5 T.Thawangthong A. Muang Phayao Thailand(56000), N/A Date of Birth : 12-JUL-91 E-mail : natthaya.somsiaw@chowagiken.co.jp Phone : 81-90-8163-4482 TIN : NID/Passport No. : AA7085891 Nationality : Thai Share Holder Managing Director Director Director 30000 ( Thirty Thousand shares) 1000 ( One Thousand shares) 1000 ( One Thousand shares) 1000 ( One Thousand shares) 1 1 2 3 sd/- sd/- sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: MD. ASHIQUR RAHMAN Md. Saiful Islam MAA Associates, 5th Floor, 33 Kawran Bazar Phone : 01962401830 NID : . MAA Associates, 5th Floor, 33 Kawran Bazar . . 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 AI SAMURAI JAPAN Limited 1. 2. 3. 4. 5. The Regulations contained in the schedule-1 of the Companies Act (XVIII) of 1994 shall apply to this Company with respect to such provisions as they are applicable to a Private Limited Company, so far only as they are not negated 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 or by any statute. In these Articles unless the context otherwise requires, the words or expressions defined or explained in the Companies Act 1994, shall have the same meaning assigned to them respectively when used in relation to these Articles and as and when used in relation to the said Companies Act and in particular and without prejudice to the generality of the said provisions, the word importing the singular number shall include plural number and vice versa and the word importing masculine gender shall include feminine gender and the word importing person shall include body corporate. In these Articles unless the context otherwise requires, the Company means, AI SAMURAI JAPAN Limited The word imparting the singular number shall include plural number and vice versa and the word imparting masculine gender shall include feminine gender and the word imparting person shall include body corporate; In writing shall include information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy or printed, lithography and other modes of representing or reproducing words in a visible form and document execution shall include execution through electronic signature, notice or document include those recorded and stored in electronic or digital form and retrievable in visible form whether having physical substance or not. The Company is a Private Limited Company within the meaning of Section 2(1) under clause (q) of the Companies Act, 1994 and accordingly the following shall apply: - a. No invitation shall be issued to the public to subscribe for any share or debenture of the Company. b. The number of Members of the Company (exclusive of the persons who are in the employment of the Company) shall be limited to fifty only: Provided however that when two or more persons hold one or more shares jointly in the Company, they will be treated as a single member: and c. The right to transfer of shares of the Company is restricted in the manner and to the extent hereinafter provided. The Company shall be entitled to commence business from the date of its incorporation. The Authorized Share Capital of the Company is TK. 50000000 ( Five Crore ) divided into 500000 ( Five Lac ) Ordinary Shares of TK 100 ( One Hundred ) each With powers to increase and reduce the capital of the Company for the time being in accordance with the provisions of the Companies Act of 1994. PRELIMINARY INTERPRETATION PRIVATE COMPANY SHARE CAPITAL A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 6. 7. 8. 9. 10. 11. 12. The shares of the Company shall be under the control of the Directors, who may allot and issue the shares to such persons in accordance with the decision arrived at a meeting of the Board of Directors. Every person applying for shares of the Company shall specify his name, address and occupation to be entered in the register of members, such address shall be deemed to be his place of residence to which all notices from the Company shall be sent and the Company will not be responsible to any member for the non-receipt of any notice for the non-payment of dividends or for any other matter due to the change of address of any member unless such change of address is notified in writing to the Company. The certificates of title to shares and duplicates thereof when necessary shall be issued under the Seal of the Company and signed by two of the Directors or by one such Director and the Secretary of the Company. Every member shall be entitled, free of charge, to one certificate for all the shares and debentures registered in his name. If any member shall require additional certificates, he shall pay for each additional certificate such sum not exceeding Tk. 20.00 (Taka twenty) only or as the Directors shall determine. Provided that in case of a share or debenture held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of the certificate(s) to one of several joint holders shall be sufficient delivery to all. Every certificate shall specify the number and denoting numbers of the shares or debentures in respect of which it was issued and the amount paid-up thereon. If any share certificate shall be defaced, worn out, destroyed or lost it may be reissued on such evidence being produced and on such indemnity (if any) being given as the Directors require and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such sum as the Directors may from time to time require. The Instrument of Transfer of any shares 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. No share shall be transferred to any person who is not a member of the Company so long as any member is willing to purchase the same at the fair value to be determined by the Board of Directors at their discretion. The procedure ascertaining whether any member is willing to purchase any share shall be determined by the Board of Directors at their discretion. Every member desirous of transferring his/her shares shall at the first instance offer the same to the existing members of the Company. The Directors may without assigning any reason whatsoever to decline to register any transfer of share including transfer to any person who is a member of the Company. The shares of each shareholders shall transmit on his death to his or her heirs or other legal representative(s) and where there are no letters of administration have been taken out, shall upon proof of his or her title which may be considered satisfactory by the Directors be recognized by the Company as being entitled to the shares of the deceased shareholder, but where there is will, probate of letters of SHARE CERTIFICATE TRANSFER AND TRANSMISSION OF SHARES This document is digitally signed. Please find the soft copy to verify the signature. 13. 14. 15. 16. 17. 18. 19. administration with copy of the will annexed, shall be taken out before such title can be recognized. No transfer shall be made to an infant or person of unsound mind. The Company in General Meeting may from time to time by ordinary resolution increase its Authorized Capital by such sum to be divided into shares of such amounts as the resolution shall prescribe. Provided that the Board may increase the paid-up share capital of the Company up to the authorized share capital. Further provided that ¿Issuance Notice¿ of such new securities shall be issued to the existing shareholders first on a pro rata basis, who shall have the right but not the obligation to purchase the same within 30 days of notice. In the event that this pre-emption right is not exercised or partially exercised, the other shareholders shall then have the right to purchase over their pro rata rate the remaining shares within 5 working days of notice thereof. The new shares may be issued upon such terms and conditions and with such rights and privileges annexed thereto as the resolution creating the same shall direct, and if no direction be given, as the Directors shall determine, and in particular such shares may, subject to any special rights for the time being attached to any existing class of shares, be issued with preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, return of capital, voting or otherwise as may from time to time be determined. Subject to confirmation by the Court, the Company may by special resolution reduce its share capital in any manner authorized by the Act. The Directors may from time to time in their absolute discretion raise or borrow any sum or sums of money for the purpose of the Company from any person, banks, firms, companies, local or foreign, 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, or giving or issuing any other security of the Company including its uncalled capital, shareholder advance, for the time being or by means of mortgage or hypothecation of or charge upon any property and assets of the Company movable, immovable or otherwise. 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 the meeting 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. Not less than fourteen days' notice to the members specifying the place, day and INCREASE OF SHARE CAPITAL BORROWING POWERS GENERAL MEETING This document is digitally signed. Please find the soft copy to verify the signature. 20. 21. 22. 23. 24. 25. 26. hour of the meeting, with a statement of the business to be transacted at the meeting shall be given in writing; but with the consent in writing of all the member entitled to receive notice of a particular meeting the meeting may be convened by a shorter notice and in any manner they think fit. Provided always that not less than twenty one days notice be given of a meeting to pass a Special Resolution specifying the intention to propose the Resolution as a Special Resolution but if all the members entitled to attend and vote at any such meeting so agree, resolution may be proposed and passed as a Special Resolution at meeting of which less than twenty one days notice has been given. The business of an Ordinary Meeting shall be to receive and consider the Balance Sheet, the Profit and Loss Account, and the Reports of the Directors and of the Auditors, to elect Directors, Auditors and other Officers of the Company, to declare dividends, and to transact any other business which under these presents ought to be transacted at an Ordinary Meeting. All other business transacted at an Ordinary Meeting and all business transacted at an Extraordinary Meeting shall be deemed special. No business shall be transacted at any General Meeting unless a quorum shall be present at the commencement of the business. The Chairman shall preside over every General Meeting of the Company and ¿the meeting can be adjourned if the quorum is not present within an hour on the so fixed for another 5 business days. Remote Participation shall apply, in that the members may participate from different places provided the places are connected at the same time by way of video conference or telephone conference or such other equipment; and such a meeting shall be deemed to take place at the Company¿s registered office. The Chairman of a General Meeting may with the consent of the meeting adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. On a show of hands every member present in person shall have one vote for every share held by him and upon a poll every member present in person or by proxy or attorney shall have one vote for every share held by him. On a poll, votes may be given either personally or by attorney or by representative with a letter of authorization. Any objection as to the admission or rejection of a vote, either on a show of hands, or on a poll made in due time, shall be referred to the Chairman of the meeting who shall forthwith decide the same, and such decision made in good faith shall be final and conclusive. 2 (Two) members present in person or by proxy and qualified to vote shall form a Quorum in any General Meeting. Whenever the Board of Directors think it necessary, it may call a General Meeting, whether Ordinary or Extra-Ordinary at such time PROCEEDING AT GENERAL MEETING VOTE OF MEMBERS QUORUM (AGM) This document is digitally signed. Please find the soft copy to verify the signature. 27. 28. 29. 30. 31. 32. (subject to the provisions of Section 84 of the Act ) and place as the Board thinks fit. The quorum of ¿Annual General Meeting¿ or ¿Extra-Ordinary General Meeting¿ shall be followed by two (2) members or shareholders present in person or through skype. 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 Takuya 2. Kawamura Hidenori 3. Natthaya Somsiaw The qualification of a Director shall be at least 1000 (one thousand) share in the capital of the Company either in his own name or in the name of the person or corporate entity whom he represents as his/its nominee. The Directors, each, shall be entitled to be paid/reimbursed reasonable travelling expenses and other expenses incurred by him/her whilst employed in the business of the Company. If any Director is called upon to perform extra service or to make any special exertions for any of the purpose of the Company, the Company may remunerate the Director for so doing either by a fixed sum or otherwise as may be determined by the shareholders in General Meeting, and such remuneration should be in addition to the remuneration for attending the meeting. The 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 in a casual vacancy, alternate director or as an additional Director to the Board. The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or in accordance with these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number or of summoning a General meeting of the Company, but for no other purpose. All acts done by any meeting of the Directors or by a Committee of Directors or by any person acting as a Director shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid, or that all or any of them were disqualified, be as valid as if every such person has been duly appointed and was qualified to be a Director provided that nothing in this Article shall be deemed to give validity to acts done by a Director after the appointment of such Director, has been shown to be invalid. The control of the Company shall be vested on the Directors and the business of DIRECTORS QUALIFICATION SHARES REMUNERATION OF DIRECTORS PROCEEDING OF DIRECTORS POWER OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 33. 34. 35. 36. 37. 38. 39. 40. the Company shall be managed by the Directors who in addition to the powers and authorities by these presents or otherwise expressly conferred upon them may exercise all such powers and do all such acts and things as may be exercised or done by the Company in General meeting but subject nevertheless to the provisions of any statute law and of these presents and to any regulations not being inconsistent with these presents from time to time made by the Company in General meeting provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. 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. The Board of Directors shall provide for the safe custody the Companies 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. A resolution or circular in writing signed by all the Directors present on the date of resolution or circular shall be as valid and effectual as if it had been passed at the meeting of the Directors duly called and constituted. Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these presents, it is hereby expressly declared that the Directors shall have the following powers, that is to say: To pay the cost, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. To manage all concerns and affairs of the Company, to appoint, recruit and employ officers, organizers, workmen, day laborers for the purpose of the Company and to remove or dismiss them and appoint others in their place and to pay such persons as aforesaid such salaries, wages or other remuneration as may be deemed fit and proper. To provide for the welfare of employees and ex-employees of the Company and the wives, widows and families or the dependents of such person, as per law and Company internal policies framed by them. This document is digitally signed. Please find the soft copy to verify the signature. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. To borrow or raise any sum of money by loan, on hypothecation or mortgage on such terms and conditions as may be deemed fit and proper. To purchase or otherwise acquire for the Company and property rights or privileges which the Company is authorized to acquire at such price and generally on such terms and conditions as they think fit and to sell, let, exchange or otherwise dispose of absolutely or conditionally any part of the property, privileges and undertaking of the Company upon such terms and conditions and for such consideration as they may think fit. At their discretion to pay for any property, rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such shares may be issued either as fully paid up thereon as may be agreed upon and any such bonds, debentures, or other securities may either specifically charged upon all or any part of the property of the Company, including its uncalled capital not so charged. To secure the fulfillment of any contracts, agreements or engagements entered into by the Company, mortgage or charges of all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they may think fit. To appoint any person or persons (Whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company or in which it is interested or for any other purposes and to execute and do all such deeds, documents and things as may be requisite in relation to any such trust and to provide for the remuneration of such trustee or trustees. To institute, conduct, defend, compound and abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any claims or demands by or against the Company. To make and give receipts, release and other discharges for money payable to the Company and for the claims and demands of the Company. To act on behalf of the Company in all matters relating to bankruptcy and insolvency. To invest and deal with any of the purposes thereof upon such securities (not being shares in this Company) and in such manner as they think fit, and from time to time vary or realize such investment. To execute in the name and on behalf of the Company or in favor of any Director or other person who may incur or be about to incur any personal liability for the benefit This document is digitally signed. Please find the soft copy to verify the signature. 51. 52. 53. 54. 55. 56. 57. 58. 59. of the Company, such mortgage of the Company¿s property (present and future) as they think fit, and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed upon. To give to any person employed by the Company as remuneration for their services such a commission of the profits of the Company and such commission or share or profits shall be treated as part of the working expenses of the Company. From time to time to make, vary, repeal by-laws for the regulations and service rules of the business of the Company, its officers and servants Before recommending any dividends to set aside portions of the profits of the Company to form a fund to provide for such pension, gratuities or compensation or to create any provident fund in such or any other manner as the Directors may deem fit. To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of the Company. To make, draw, endorse, sign, accept, negotiate and give all cheques, bills of leading, drafts, orders, bills of exchange and promissory notes and other negotiable instruments required in the business of the Company. To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as they may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable and immovable property of the Company either separately or jointly, also to insure all or any portion of the goods produce, machinery and other articles dealt with imported or exported by the Company, and to sell, assign, surrender or discontinue any policy of assurance effected in pursuance of this power. To attach to any shares to be issued as the consideration for any contract with or property acquired by the Company, or in payment for services rendered to the Company, or to the transfer thereof such conditions as they think fit. To accept from any member on such terms and conditions as shall be agreed the surrender of his shares or any part thereof. To establish branch office and agencies in any part of Bangladesh or abroad. This document is digitally signed. Please find the soft copy to verify the signature. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. The Directors may from time to time delegate all or any of their powers and authorities herein to the Managing Director, Directors, officers of the Company and/ or any other person(s) as they may decide. 3 (Three) Directors present in person and qualified to vote shall form a Quorum in any Board Meeting. The Board of Directors present in person or through skype if agree then the decisions, of the meeting of the Board of Directors shall be executed. The Directors may at any time and shall, upon request of a Director, convene a meeting of Directors Generally seven (7) days¿ notice shall be given for meetings of the Directors. However, a meeting may be held on a shorter notice provided all Directors agree. The Board of Directors shall elect the first Chairman of the company amongst the members of the board of Directors and he shall hold the office until his nomination is cancelled or revoked by ADSSB or he voluntarily resigns or is disqualified under Section 108(1) the provision of the Companies Act, 1994. He will preside over all the meetings of the Board of Directors as well as General Meeting. The Board of Directors from time to time may elect a Chairman amongst the board of Directors. His/Her tenure of service and His/Her function will be decided by the Board of Directors. The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors and as in the case of General Meetings, Remote Participation shall be valid and acceptable if conducted in the manner prescribed in Article 22 above. Nakamura Takuya shall be the first Managing Director of the company for a period of 5 (Five) years from the date of incorporation. His remuneration shall be fixed by the general meeting. Subject to overall control and supervision of the Board of Director, the business and affairs of the Company shall be managed by the Managing Director who shall be able to exercise all of the powers and responsibilities of the Directors upon such delegation. The Managing Director shall hold office for a term of five years which may be extended or renewed at the discretion of the Board, subject to Section 110(3). The Managing Director can be removed or replaced at the discretion of the Board of Directors. The CEO and Key Management Personnel (CXOs) shall be appointed by the board to perform detailed functions as specified by the board, and the CEO of each functionary or Department of the Company shall report to and be accountable to QUORUM (Board Meeting) CHAIRMAN MANAGING DIRECTOR CHIEF EXECUTIVE OFFICER (CEO) This document is digitally signed. Please find the soft copy to verify the signature. 70. 71. 72. 73. 74. 75. 76. 77. the Managing Director. With the approval of the Board of Directors, the Company shall open one or more Bank Accounts with any Commercial Bank/Banks. The said account/s shall be opened and operated in such manner as may be prescribed and determined by the Board of Directors. The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of the Company and fix up his remuneration. The office of a director shall be vacated if his/her nomination is cancelled or revoked by the relevant shareholder, or he/she is removable as per law, including but not limited to the provisions of the Companies Act 1994, or is found to be acting in conflict of the interests of the Company, or faces criminal charges or conviction, has become non compos mentis or physically unable to perform his functions due to illness or permanent disability or is adjudged insolvent, inter alia. The Company shall have a common seal and the Directors shall provide safe custody thereof. Every instrument to which the seal is affixed shall be signed by the at least one Director and Company Secretary or an officer appointed by the Company for that purpose and such signature shall be in favor of any purchaser or persons having bonafide dealing with the Company, be conclusive evidence of the fact that the seal has been properly affixed. Provided, nevertheless, that any instrument bearing the seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Directors to issue the same The Company may for its use outside Bangladesh, have an official seal which shall be a facsimile of the common seal of the Company with the addition on its face the name of the territory or place where it is to be used. The Company shall make the requisite Annual Returns in accordance with the provisions of Section 36 of the Companies Act, 1994. The Company in an Annual General Meeting may declare dividend 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. A transfer of shares shall not pass the right to any dividend declared thereon before BANK ACCOUNT ADVISOR DISQUALIFICATION OF DIRECTORS THE SEAL ANNUAL RETURNS DIVIDEND AND RESERVE This document is digitally signed. Please find the soft copy to verify the signature. 78. 79. 80. 81. 82. the registration of the transfer. Anyone of several persons who are registered as the joint holders of any shares may give effectual receipt for all dividends and payments on account of dividend in respect of such shares. All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. Unclaimed dividend shall not be forfeited by the Company. The books of accounts shall be kept at the office or at such other place in Bangladesh as the Board thinks fit and shall be open to inspection by any Director during business hours. 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. Notice in Writing shall be construed as any written document interpreted in article 3 above and shall be deemed to be effective as per their mode of delivery, e.g. a notice through electronic or instantaneous method shall be deemed received when actually received. When a notice is sent by registered post, service of the notice shall deemed 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. If and whenever any difference shall arise between the Company and any of the members or 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 referred to two Arbitrators, one to be appointed by each party and a third arbitrator may be chosen by the two Arbitrators, if deemed necessary. The place of Arbitration is to be Dhaka Bangladesh. In the event that the Arbitration takes longer than 1 year to resolve the dispute, the parties shall then be able to take the matter to the relevant court. If the Company is wound 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. But this clause is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. 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. ACCOUNTS AND AUDIT NOTICE ARBITRATION WINDING UP This document is digitally signed. Please find the soft copy to verify the signature. 83. 84. With the sanction of an extraordinary resolution of the members, any part of the assets of the Company including any shares in other Company or Companies, may be divided between the members and the liquidators of the Company may be closed and the Company dissolved but no members shall be compelled to accept shares whereon there is any liability.. Subject to the provisions of Section 102 of the Act, every Director or officer of the Company and every person employed by 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 negligence, breach of trust or default or breach of duty 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. INDEMNITY 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: CHOWA GIKEN Corporation Name : Nakamura Takuya Name : Kawamura Hidenori Name : Natthaya Somsiaw Represented By: Nakamura Takuya Address: 305, 2 Kita 21 Jo Nishi 12 Chome, Kita- Ku, Sapporo-shi, Hokkaido, Japan (001-0021) Father's Name : Nakamura Yoshihito Mother's Name : Nakamura Hisako Address : 2-16-904, Kita 33 jo, Higash 15 Chome, higashi-Ku, Sapporo-shi, Hokkaido Japan (065-0033), N/A Date of Birth : 17-JUN-61 E-mail : t-nakamura@chowagiekn.co.jp Phone : 81-80-3397-4418 TIN : NID/Passport No. : TR5280159 Nationality : Japanese Father's Name : Kawamura Michio Mother's Name : Kawamura Fumiko Address : 13-8, Miyanomori 4 Jo 12 Chome, Chuo-Ku, Sapporo-shi, Hokkaido Japan (064- 0954), N/A Date of Birth : 03-MAY-73 E-mail : kawamura@complex.ist.hokudai.ac.jp Phone : 81-90-7513-4770 TIN : NID/Passport No. : TR7248099 Nationality : Japanese Father's Name : Somkiat Somsiaw Mother's Name : Bhubpha Somsiaw Address : 309/86 M.5 T.Thawangthong A. Muang Phayao Thailand(56000), N/A Date of Birth : 12-JUL-91 E-mail : natthaya.somsiaw@chowagiken.co.jp Phone : 81-90-8163-4482 TIN : NID/Passport No. : AA7085891 Nationality : Thai Share Holder Managing Director Director Director 30000 ( Thirty Thousand shares) 1000 ( One Thousand shares) 1000 ( One Thousand shares) 1000 ( One Thousand shares) 1 1 2 3 sd/- sd/- sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: MD. ASHIQUR RAHMAN Name : Md. Saiful Islam MAA Associates, 5th Floor, 33 Kawran Bazar Phone : NID : 01962401830 . Address: MAA Associates, 5th Floor, 33 Kawran Bazar . NID : . Phone :