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 MONOBATON BANGLADESH LIMITED Issue No. 497519 Date: 09/04/2025 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 MONOBATON BANGLADESH LIMITED I. The name of the company is MONOBATON BANGLADESH 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 conduct the business of manufacturing, processing, dealing, distributing, stocking, acting as agents, purchasing, selling, importing, exporting, and trading in Bangladesh or abroad, specifically in spinning, knitting, refining, carding, combing, gilling, refilling, mixing, doubling, twisting, winding, rewinding, raising, weaving, dyeing, bleaching, and otherwise dealing in wholesale or retail in all kinds and types of yarns, including fancy yarns fibers whether synthetic, artificial, or natural cotton wool worsted shoddy silk nylon polyester acrylic yarns, or fibrous materials textile substances allied products waste products and substitutes for any of them. Further, to engage in the business of ginning, pressing, baling, or otherwise packing cotton, kapas, yarn, waste, and all kinds of raw materials, whether synthetic, artificial, or natural, including hemp, jute, and other fibrous materials, as well as the cultivation of such raw materials. To carry on in Bangladesh or abroad the business of manufacturers, processors, dealers, distributors, stockists, agents, purchasers, sellers, importers, exporters, traders of all kinds and description of hosiery goods, readymade garments, wearing apparels, knit wears, cloth, blankets, bad sheets, track suits, T-shirts, Jacket, Pant, Shirt, Skirts Solve Bas, shawls, mufflers, socks, under garments, durries and carpets made of all kinds and description of woolen, cotton, Acrylic, silk, artificial silk, jute, angora, nylon, shoddy, mohair, polyester and Fabrics whether textile felted, netted and looped and other kinds of blends. To carry on the business, buy, sell, import, Export, indent, maintain, alter, extend buildings, factories mills, warehouses, staff quarters, office rooms, showrooms and purchase plant and deal with all sorts of machineries, Equipment, spares and all other mechanical, technical and non-technical items and appliances, parts and components required directly or indirectly for set up. All kinds of garments machineries, parts and garments accessories will import and sales in local market. To establish and operate Knit composite mills, textile mills, sizing, dyeing, or printing mills, and finishing mills both for manufacturing knitting and woven fabrics made of cotton, synthetic, woolen, rayon, and any other fibers for local market and export purpose. To buy, sell, export, import, indent, promote, and deal with sewing thread, collar bone, embroidery thread, buttons, hooks, plastic clips, chains, labels, printed or plain boxes, and any other items that may be required for raw materials, packing materials and garments industry both home or abroad. 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, establish, build, construct, run, manage and install textile mills, cotton mills, weaving, dyeing, and finishing facilities, garments factory, and any other business of spinning, knitting, and or otherwise manufacturing, bleaching, merchandising, calendaring, finishing and selling domestic method or export of 1 2 3 4 5 6 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. cloth, yarns and other like nature of goods and merchandise. 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. 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. 10000000 ( One Crore ) divided into 100000 ( One 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. Name : KJ Co., Ltd. Represented by Hiromi Mitani Name : Sicilia Co. Ltd. Represented by Li Hongming Father's Name : Kenji Mitani Mother's Name : Mariko Mitani Address : 2nd floor 372, K.B Bazar, Kunia (Targach), Gacha, Joydebpur,-1704, Gazipur Date of Birth : 02-MAY-77 E-mail : hiromi@ken2.co.jp Phone : 01728245597 TIN : 00 NID/Passport No. : TS0306009 Nationality : Japanese Father's Name : Li Junqing Mother's Name : Wang Shufan Address : House no-30, Road no- 12, Sector -4, Uttara, , Dhaka Date of Birth : 27-DEC-82 E-mail : li-hm@pivot-product.com Phone : 01728245597 TIN : 00 NID/Passport No. : EJ3733173 Nationality : Chinese Chairman Managing Director 24200 ( Twenty Four Thousand Two Hundred shares) 36300 ( Thirty Six Thousand Three Hundred shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Dr. SHAHAFUJ ALAM APU MD. SOBUZ HOSSAIN HOUSE-153, ROAD-01, BARIDHARA DOHS, DHAKA Phone : 01717324379 NID : 3292223363 HOUSE-153, ROAD-01, BARIDHARA DOHS, DHAKA 01843025018 6451504093 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 MONOBATON BANGLADESH LIMITED 1. 2. 3. 4. 5. The Regulations contained in the schedule-1 of the companies Act, 1994 shall apply to this company with respect to such provisions as are applicable to a Private Limited Company, so far only as they are not negative or modified by or are not contained in the following articles or any other articles that may from time to time be framed by the company. In construing of these Articles unless there shall be something repugnant in the subject or context inconsistent there with: - a. "Act" means the Companies Act, XVIII of 1994. b. "Company" means the MONOBATON BANGLADESH LIMITED c. "Office" means the Registered Office of the Company for the time being. d. "Year" means the English Calendar year as followed by the Company. e. "Month" means the calendar month according to the English Calendar year. f. "Directors" means the Board of Directors of the Company for the time being. g. "Board" or "Board of Directors" means the Board of Directors of the Company for the time being. h. "In Writing" means written or printed, partly written and partly printed and includes lithography, type printed and other means representing word in a visible form. i. Word imparting the singul 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, debenture of the company; b. The number of members of the Company (exclusive of the persons in the employment of the company) shall be limited to fifty; and c. The right to transfer shares of the company is restricted in the manner and to the extent hereinafter provided. The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided into 100000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) each Subject to the provisions of the Articles, the share shall be under the control of the directors who may allot or otherwise dispose of the same. Subject to the provisions of the Articles, the share shall be under the control of the directors who may allot or otherwise dispose of the same. PRELIMINARY 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. 13. 14. The business of the Company shall be commenced from the date of incorporation of the company. The certificate of title to share and duplicate thereof whenever necessary shall be issued to the members under the common seal of the company and shall be signed by the Chairman and Managing Director of the company. If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such evidence being produced and 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 not exceeding Tk. 5.00 as the Directors may from time to time require. The company shall have a paramount lien on every share (not being a fully paid share) for all moneys called or payable at a fixed time in respect of that share, the company lien, if any, on a share shall extend to all dividends payable thereof. Board of Directors who may without assigning any reason decline to give any such approval and shall decline any transfer involving contravention of clause 3(b) of these articles. No share shall be transferred to any outsiders as long as any existing member is willing to purchase the same at a fair value to be determined by the Directors in a Board Meeting. The certificate of shares shall accompany the Instrument of Transfer of shares for transfer of shares previously approved by the Board of Directors. In the case of death of a member, the survivor where the deceased was a joint holder, and the legal personal representative of the deceased where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares, but this Articles does not release the estate of a deceased sole/joint holder from any liability in respect of the said share. A) 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. B) The Company may, by special resolution, reduce its shares capital in any manner and subject to an incident authorized and consent required by law The Managing Director may from time to time with the approval of the Board of COMMENCEMENT OF BUSINESS SHARE CERTIFICATE LIEN TRANSFER AND TRANSMISSION OF SHARES ALTERATION OF CAPITAL BORROWING POWERS This document is digitally signed. Please find the soft copy to verify the signature. 15. 16. 17. 18. 19. 20. Directors may borrow from any source either from any commercial or schedule banks, or financing institutions or firms any sum of money required for the purpose of the company and secure the payment or repayment of such money so borrowed in such manner and upon such terms and conditions in all respects duly approved by the Board of Directors deemed fit in particular by hypothecation or charge on all or any part of the property of the company (both present and future) including its uncalled capital for the time being. The general meeting of the company shall be held within eighteen months from the date of incorporation of the company and thereafter once in every calendar year (not being more than fifteen months after holding of the last preceding general meeting) at such time and place as may be decided by the Directors of the company. The above-mentioned general meeting shall be called "ORDINARY GENERAL MEETING" and all other general meeting of the company shall be called "EXTRAORDINARY GENERAL MEETING". The Directors may at any time call an extra-ordinary general meeting and an extraordinary general meeting may also be called on requisition made by the shareholders in accordance with the provisions of section 84 of the companies Act 1994. Subject to the provision of section 87(2) of the Companies Act, relating to special resolutions at least fourteen days¿ notice specifying the place, the day and the hour of the general meeting and in case of special business, the general nature of such business, shall be given to the members in such manner as may be prescribed by the company in a general meeting, but accidental omission to give such notice, to or non-receipt of such notice by any member shall not invalidate the proceedings of the general meeting. A general meeting may, with the consent in writing of all the member be convened by a shorter notice and in any manner they think suitable. No business shall be transacted at any general meeting unless the quorum of members is present at the time when the meeting proceeds to transact business. TWO members personally present shall form the quorum of any general meeting. No member shall be entitled to vote unless all installments or calls or other sum or sums presently payable by him, in respect of his holding of shares in the company has been paid. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2( Two ) and not more than 50( Fifty ).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. KJ Co., Ltd. Represented by Hiromi Mitani 2. Sicilia Co. Ltd. Represented by Li Hongming Until otherwise determined in the general meeting the number of Directors of the company shall not be less than TWO and not more than FIFTY. GENERAL MEETING PROCEEDING AT GENERAL MEETING VOTE OF MEMBERS DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 21. 22. 23. 24. 25. 26. 27. 28. The qualification of a Director shall be holding of share of 1,000 (One thousand) ordinary shares of Tk.100/- each in the Share Capital of the Company in his/her own name alone and not jointly with any others. The remuneration of a Director shall not exceed Tk.500/- (Taka five hundred) each for meeting of the Directors attended by him together with such traveling and other expenses as may be incurred for attending the meeting. If any Director be called upon to perform any extra service or to make any special exertion for the Company, the Directors so doing may be remunerated either by a fixed sum or by a percentage on the profit of the Company as may be decided by the Company in General Meeting. Every Director shall vacate his office in the event of: a) He is failing to obtain the qualifying share. b) He becoming bankrupt or insolvent or on becoming unsound mind. c) He resigning from the office by giving notice in writing to the company. d) And if he acts in contravention of the section 86(f) of the Companies Act 1994. 2 (Two) Until otherwise determined by the Company in general meeting Directors present in person shall form the quorum of board meeting. The qualification of a Director shall be holding in his/ her own name at least 1,000 (One Thousand) share of Tk.100/- each, unless otherwise determined in a general meeting, But releasable in the case of nominee Directorship (If any). But no Director can transfer any share without permission by the board of directors. The Management and control of the business of the company shall be vested in the Board of Directors who in addition to the powers and authorities by these presents or otherwise expressly conferred on them may exercise all such powers and do all such acts and things as may be exercised or done by the company and are not hereby or by the act expressly directed or required to be exercised or done the company in general meeting, but subject nevertheless to the provisions of the act and of these presents and to any By-law 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. 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, power: - 1. To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. QUORUM (Board Meeting) QUALIFICATION SHARES POWER OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 29. 30. 31. 32. 2. To purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire at such price and generally on such terms and conditions, as they think fit. 3. To pay for any property, rights, and privileges acquired by the company in cash or in shares of the Company and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon. 4. To secure the fulfillment of any contract or engagements entered into by the Company by mortgage or charge on 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. 5. To accept from any member, on such terms and conditions as shall be agreed but subject to the provisions of the act, as surrender of his share or any part thereof. 6. To deal with any of the moneys of the Company not immediately required for the company's purpose in or upon such investments or securities (not being shares in this company) and in such manner as they may think fit, and from time to time to vary or realize such investments. 7. To provide for the welfare of the employees or company and their wives and dependents and to award bonus or other payments for the benefits of such persons as may appears to the Directors just proper and to set aside a portion of the profit of the company to form a fund to build or contribute to the building of houses and subscribing to provident fund and other funds and establishment of schools, recreation centers and hospitals which will, the opinion of the Directors, tend to increase the repute of the company among its employees and the public. In provision of Section 108(1) and 94 (1) of the Companies Act, 1994, the office of the Directors shall be vacated if he/she. a) Fails to obtain within the time specified in provision of Section 97(1) of the Companies Act, 1994 or any time thereafter ceases to hold the share qualification necessary for his/her appointment, or b) He/ she is found to be a person of unsound mind by a court of competent jurisdiction, or c) He/ she is adjudged insolvent, or d) He/ she fails to pay calls made on him in respect or shares held by him within six months from the date of such calls being made, or e) Absent himself /herself from three consecutive meetings of the directors or from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Directors. f) Removed from the Directorship by an extra-ordinary resolution. KJ Co., Ltd. Represented by Hiromi Mitani shall be the first Chairman of the Company for a period of 5 (five) years and he will hold the office from the date of incorporation till he voluntarily resigns or become disqualified under Section 108(1) of the Companies Act. 1994. He will preside all over the meeting and supervision all the activities of the company. DISQUALIFICATION OF DIRECTORS CHAIRMAN This document is digitally signed. Please find the soft copy to verify the signature. 33. 34. 35. 36. 37. 38. Sicilia Co. Ltd. Represented by Li Hongming shall be the 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 the control and supervision of the Board of Directors, the Managing Director shall exercise the following powers: 1. Control over the management of the business of the company with full power to do all acts, matters and things deemed necessary, proper and expedient for carrying on the normal day to day business of the Company. 2. To make and sign all contracts to the business of the Company including contracts for sales and purchases and contracts for leases of property. 3. To have the engagement and dismissal of managers, other officers, assistants, clerks, agents and special services and to determine their authorities and duties and to fix their authorities and to fix their remuneration's. 4. Full power to draw, sign, accept, endorse and negotiate, on behalf of the company, all bills of exchange, promissory notes, cheques, government papers and securities and all other instruments as shall necessary, proper and expedient for carrying on the business of the company. 5. To sign all receipt for money paid to the company and all vouchers of payment made by the company and such signature shall be an effectual discharge for the money's therein stated to have been received or paid. 6. All the power, authority and discretion of the Board of Directors of the Company except as those which are otherwise stated by the Companies Act 1994 or by these presents are expressly directed to be exercised by the Board of Directors collectively or by the shareholders in general meeting. The company shall open Bank Account(s) with any schedule Bank in Bangladesh and abroad and shall be operated the same by the Joint Signature of the Managing Director and One Director or any authorized person as per decision by the Board of Directors of the company. The Directors shall cause to be kept proper books of account with respect to: - a. All sums received and spent by the Company. b. All sales and purchases of goods and services by the Company. c. The assets and liabilities of Company. The books of account shall be kept at the registered office of the Company or at MANAGING DIRECTOR BANK ACCOUNT ACCOUNTS AND AUDIT This document is digitally signed. Please find the soft copy to verify the signature. 39. 40. 41. 42. 43. such place as the Directors shall think suitable and shall be open to inspection by the Directors during business hours. Once at least every year the accounts of the Company shall be examined and the correctness of the profit and loss account and balance sheet ascertained by one or more Auditors appointed for the purpose and the provision of section 210 to 213 of the companies Act 1994. The company in general meeting shall fix the remuneration of the auditors except that they fix the remuneration of any auditor appointed by the Board of Directors. The company shall comply with the provision of Section 36 of the Companies Act, 1994 as the making of annual returns. The Board of Directors, in exercise of their discretionary powers, may periodically nominate and appoint individuals deemed suitable and acceptable as Advisors to the Company, endowed with full authority to proactively address and rectify any emerging challenges or issues that may arise during the course of their advisory tenure. The Company and Annual 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 appear to the directors justified by the profits of the Company. ANNUAL RETURNS ADVISOR DIVIDEND AND RESERVE INDEMNITY This document is digitally signed. Please find the soft copy to verify the signature. 44. 45. 46. Subject to the approval of the GOVT. the Articles of the company may be amended, modified, substituted, altered or repelled by a two-third members present and voting on a special resolution for the purpose at an Extraordinary general meeting of the members, provided that a notice in writing specifying the intention to propose the resolution as a special resolution shall have been served on the members of the company at least twenty-one days prior to the meeting. 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. It the company shall be wound up, the surplus assets shall (subject to any rights attached to special class of shares forming part of the share capital for the time being of the company) be applied first in the payment of the capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members holding ordinary share in proportion of the member of ordinary shares held by them respectively at the commencement of the winding up. ARBITRATION WINDING UP This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Name : KJ Co., Ltd. Represented by Hiromi Mitani Name : Sicilia Co. Ltd. Represented by Li Hongming Father's Name : Kenji Mitani Mother's Name : Mariko Mitani Address : 2nd floor 372, K.B Bazar, Kunia (Targach), Gacha, Joydebpur,-1704, Gazipur Date of Birth : 02-MAY-77 E-mail : hiromi@ken2.co.jp Phone : 01728245597 TIN : 00 NID/Passport No. : TS0306009 Nationality : Japanese Father's Name : Li Junqing Mother's Name : Wang Shufan Address : House no-30, Road no- 12, Sector -4, Uttara, , Dhaka Date of Birth : 27-DEC-82 E-mail : li-hm@pivot-product.com Phone : 01728245597 TIN : 00 NID/Passport No. : EJ3733173 Nationality : Chinese Chairman Managing Director 24200 ( Twenty Four Thousand Two Hundred shares) 36300 ( Thirty Six Thousand Three Hundred shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Dr. SHAHAFUJ ALAM APU Name : MD. SOBUZ HOSSAIN HOUSE-153, ROAD-01, BARIDHARA DOHS, DHAKA Phone : NID : 01717324379 3292223363 Address: HOUSE-153, ROAD-01, BARIDHARA DOHS, DHAKA 01843025018 NID : 6451504093 Phone :