DECLARATION
Crisis
ManaRl'lllfnt
Security & Safety
We,
Ryunosuke Shimamura and
Kinya Miyakawa do hereby solemnly and sincerely declare:
. (1) That I am
well
acquainted with the Japanese and English Languages,
And
(2) That the attached documents:
- Notice for Sale
by
Shareholder
by Mr.
Kinya Miyakawa
- Board Meeting for Ascertaining Share Transfer
- Notice for Disposal
of
Share
- Refusal Letter
from
the existing shareholder
- Acceptance Letter New Investor
- Resignation Letter-
Mr.
Kinya Miyakawa
- Board resolution
of
CMSS Co.,
Ltd.
Parent Company Letter
- Board Resolution
for
share Transfer and Directorship change
- Certificate of Transfer
- Form-117
Affidavit-
Mr.
Kinya Miyakawa
- Form-IX
- Form-XII
- Intimation Letter
- Forwarding Letter to RJSC
Authorization Letter for RJSC
are true English.
And
we make this solemn declaration conscientiously believing the same to
be
true and correct.
Dated this: I 8
th
/ June/ 2024 Subscribed before
me
18
JUN
202\
(Signature)
Ryunosuke Sbimamura
~ ~~~
ransferee
t/A
......
~~
(
Notary:UKAWA Haruhiko
4~4-7
Kojimachi, Chiycxia-ku, Tokyo Jap
Tokyo Legal Affairs Bureau
yo
Legal Attars
TARY OFF
Kojmacli,Cliy
Kinya Miyakawa
Share Transferor
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okyo,Jap
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Customer Office: 2-12, Hayabusacho, Chiyoda-lru, Tokyo, 102-0092, Japan
Tel : 03-6380-8855
https
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1 8 B
CERTIFICATE
This is
to
certify that the signature affixed above
has been provided by Notary,
duly
authorized
by
the
Tokyo Legal
Affairs Bureau
and
that the Official Seal
appearing
on
the same is genuine.
Date 1 8th June , 2 0 2 4 YAMAGUCHI Yoshiyuki
i he Seal And Signature of tt ,
~ttester is hereby attested
Director of the Tokyo Legal Affairs Bureau
,'O
'v
c'.p
For legalization by
the foreign consul in
Japan, this
is to
certify that the Seal
affixed hereto is genuine.
Date
18th
J~
Tokyo,
____
MAPJIMA
____
T_ad_asN
____
_
Official
Ministry of Foreign Affairs
(Consular Service Division)
Muhammed Bashir
Counsellor
Embassy of Bangladesh Tokyo
Date: 1 st April 2024
The Board
of
Directors
CMSS Consulting Ltd.
Shah Ali Plaza, 7th Floor, Suite No. 815,
Mirpur-10, Dhaka 1216
Ref: Notice for sale
of
200 (Two Hundred) ordinary shares
of
Tk. 100 each
of
CMSS
Consulting Ltd.
Dear Sir,
With due respect, I would like to inform you that, I am holding 200 (Two Hundred) ordinary
shares
ofTk
. 100 each in your Company. I like to dispose
of
my entire shares in your Company
at the earliest possible time.
I shall be highly obliged
if
you kindly arrange to sell out these shares by communicating the
matter to the other existing shareholders
or
any outsider.
Thanking you,
Yours faithfully,
✓
~fM
Kinya Miyakawa
Managing Director
Copy to: All the members
of
the Company
• CMSS Consulting
Date: 2 nd April 2024
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
CMSS Consulting Ltd.
Notice is hereby given to all the members of the Board of Directors of CMSS Consulting Ltd. that a Meeting
of the Board of Directors of the Company will be held on 23 rd April 2024 at 11 :00 A.M. at Shah Ali Plaza, 7th
Floor, Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh to consider the following agenda:
01. To confirm the minutes of the last Board Meeting.
02. To discuss and consider ascertaining procedure whether any member willing to purchase shares and
take steps accordingly; and
03. Any other matters with the permission of the Chair.
All Members are requested to attend the meeting.
Kinya Miyakawa
Managing Director
Copy to: All Members of the Board.
'ri '- ~-r-:~ .. r -,.!L!-:.·-·-' ~
Customer Office : Shah Ali Plua. 7th Floor, Suite No. 81 S, Mirpur-10, Dhaka-1216
Tel: 01870729321 (For Japanese & English), 01870725712 (For Bengali & English)
I
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CMSS Consulting
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
CMSS Consulting Ltd.
The Board Meeting
of
CMSS Consulting Ltd. was held on
23 rd
April 2024 at
11
:00 A.M. at Shah Ali Plaza,
7 th Floor, Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh.
The following Members/Director were presents in the Meeting:
SI.
No. Name
of
the Members /Directors Position Signature
01. Atsuhito Kiriyama
Nominee Director ofCMSS Co., Ltd. Chainnan
✓
Jjli}
~t"
02. Kinya Miyakawa Managing Director
✓ ~\ {{'~
L.
\
03. Ryunosuke Shimamura
Nominee Director
of
CMSS Co., Ltd. Director
✓
},11
~~;J,
Mr. Atsuhito Kiriyama, chainnan
of
the company presided over the meeting.
Being satisfied with the attendance required for quorum for holding
of
Board Meeting the Chainnan called the
meeting into order and started the proceeding
of
the meeting.
Proceeding:
The notice
of
the meeting was read out and the agenda was taken up for consideration:
Agenda No 01. To confirm the minutes
of
the last Board Meeting:
The minutes
of
the last Board Meeting
of
the company were read out and confinned unanimously.
Agenda
No---02:
To discuss and consider ascertaining procedure whether any member willing to purchase
shares and takes steps accordingly:
The Chainnan infonned that Mr. Kinya Miyakawa will sell his 200 (Two Hundred) ordinary shares
of
Tk.
I 00 each. The shares are offered for sale among the existing shareholders as per the provision
of
the Articles
of Association
of
the Company. The provision
of
the Articles
of
Association also stipulates that the procedure for
Customer Office : Shah Ali Plaza, 7th Floor, Suite No. 815, Mirpur-10, Dhaka-1216
Tel : 01870729321 (For Japanese & English), 01870725712 (For Bengali & English)
•
CM
SS Con
s
ultin
g
ascertaining
of
shares sale whether any existing shareholder
is
willing to purchase the shares offered, be
detennined by the Board
of
Directors. After discussion, it was resolved as under:
"RESOLVED
TBA
T; the following procedure will be followed:
0 I. Notice will be served forthwith for disposal
of
200 (Two Hundred) Ordinary shares
of
Tk.
100 each which had been offered for sale by CMSS Consulting Ltd. to existing·shareholders
of
the Company;
02. The members are requested to confinn
in
writing either their acceptance or refusal to the
Managing Director
of
the Company within 14 days
of
the notice
of
disposal; and
03 . On receipt
of
responses, the Managing Director will take further steps as follows:
a) Ifany existing members is willing to buy, he (Managing Director) will recommend the
same for approval in the Board
of
Directors Meeting
of
the Company; and
b) In case any existing member is not willing to buy, but an eligible outsider non-member
is found interested, Managing Director will recommend for approval
of
the Board
of
Directors at its meeting."
Agenda No- 03: Any other matters with the permission
of
the Chair:
Since there being no other matter for discussion the meeting ended with a vote
of
thanks to the Chair.
Atsuhito Kiriyama
Chainnan
·-
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..... · .
.:
........
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Customer Office : Shah Ali Plaza. 7th Floor, Suite No. 81 S, Mirpur-10, Dhaka-1216
Tel: 01870729321 (For Japanese cl:
English), 01870725712 (for Bengali
cl:
Eng lish)
• CMSS Consulting
NOTICE FOR DISPOSAL OF SHARES HELD IN
CMSS CONSULTING LTD.
23n1
April 2024
It is hereby notified to all Members
of
CMSS Consulting Ltd. that the following member is intending to
dispose
of
his entire shares held
in
the company.
Details
of
shares are given below:
SI.
No. Name No.
of
Shares Amount (TK.)
01. Mr. Kinya Miyakawa 200 20,000
Total 200 20,000
The Members are requested to confirm to the undersigned within
14
(Fourteen) days from the date
of
this notice
whether they are willing to purchase the shares or not.
If
any members do not respond within the stipulated date,
it will be treated that the members are not willing to purchase the share. Then other persons may communicate
with the management for the purchase
of
those shares, who are closer to the company.
For and on behalf of, CMSS Consulting Ltd.
Atsuhito Kiriyama
Chairman
CMSS Consulting Ltd.
Copy to: All Members
of
the company.
Customer Office : Shah Ali Plua, 7th Floor, Suite No. 81
s.
Mirpur-10, Dhaka-1216
Tel : ·01870729321 (For Japanese&: English), 0187072S712 (For Bengali&: English)
30 1 h April 2024
The Board
of
Directors
CMSS Consulting Ltd.
Shah Ali Plaza, 7th Floor,
Suite No . 815, Mirpur-10, Dhaka-1216.
Crisis
l\111na
gement
Security & Safety https://anss.j
p'
Ref: Decline to Purchase
of
ordinary shares
of
CMSS Consulting Ltd. which is offered on 23
rd
April 2024.
Dear Sir,
In response to the offer to purchase shares dated 23
rd
April 2024 for the sale
of
total
of
200 (Two
Hundred) ordinary shares
of
Tk. I 00 each
of
CMSS Consulting Ltd. I am sorry to inform you that
CMSS Co., Ltd. is not interested to purchase 200 (Two Hundred) ordinary shares
of
CMSS
Consulting Ltd.
I further confirm that I have no objection
if
some other members
of
the company or other persons
purchase all the shares.
Kindly make arrangements for doing the needful in this regard.
Yours faithfully,
✓
~~
~
'hJ,
Atsuhito Kiriyama
Nominee Director
of
CMSS Co., Ltd.
Customer Office : 2-12. Hayabusacho, Chiyoda-ku, Tokyo, 102-0092, Japan
Tel : 03-6380-8855
Date: 2
nd
May 2024
The Board
of
Directors
CMSS Consulting Ltd.
Shah Ali Plaza, 7th Floor,
Suite No. 815, Mirpur-10, Dhaka-1216.
Ref: Purchase
~f
200 (Two Hundred) nos.
of
ordinary shares
of
CMSS Consulting Ltd.
Dear Sir,
In
response to the offer letter dated 23
rd
April 2024 for the sale
of
200 (Two Hundred) ordinary
shares
of
Tk. I 00 each
of
CMSS Consulting Ltd. I am Ryunosuke Shimamura, pleased to inform
you that I am interested to purchase 200 (Two Hundred) ordinary shares
of
Tk. t 00 each held by
Mr. Kinya Miyakawa shareholder
of
CMSS Consulting Ltd.
Kindly make arrangements for doing the needful in this regard.
With regards,
Ryunosuke Sbimamura
2-t 2 Hayabusacho, Chiyoda-ku, Tokyo, Japan
1st April 2024
The Board
of
Directors
CMSS Consulting Ltd.
Shah Ali Plaza, 7th Floor,
Suite No. 815, Mirpur-10, Dhaka-1216.
Subject: Resignation from the post
of
Managing Director
of
CMSS Consulting Ltd.
Dear Sir
With due respect, I would like to inform you that, I will sell my entire 200 ordinary shares
of
Tk 100
each
in
CMSS Consulting Ltd. Since I am selling all
of
the shares from CMSS Consulting Ltd. I
will be no longer a shareholder
ofCMSS
Consulting Ltd.
Hence, I am resigning from the post
of
the Managing Director
of
the Company with effect from
27
th
May 2024.
I would therefore, request you to kindly accept my resignation and release me from my responsibility
and liability as Managing Director with immediate effect.
Thank you for the support and the opportunities that you have provided me during the last existence.
I have enjoyed my tenure with the company.
Thanking you,
~~
Kinya Miyakawa
Managing Director
CMSS Consulting Ltd.
• Crtsh
MaaaRftDent
Security & Safety bttps://cmssJp/
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF THE
BOARD OF DIRECTORS OF CMSS CO., LTD. ON
25TH
APRIL 2024 AT 2-12,
HAYABUSACHO, CIDYODA-KU, TOKYO, 102-0092,JAPAN. THE REGISTERED OFFICE
OF THE COMPANY AT WHICH PROPER QUORUM WAS PRESENT.
The Board discussed about the offer to purchase shares dated 23 rd April 2024 for the sale
of
total
of200
(Two Hundred) ordinary shares
of
Tk. 100 each
of
CMSS Consulting Ltd. The board discussed the
matter thoroughly and resolved unanimously:
"RESOLVED THAT; the board decline to Purchase
of200
(Two Hundred) ordinary shares ofCMSS
Consulting Ltd. which was offered on 23
rd
April 2024. And the decision has been accepted and
approved."
The Board discussed and considered the appointment
of
Mr. Naoki Shimamura a Japanese National
bearing Passport no. TTl 722645 for the post
of
Nominee Director
ofCMSS
Co., Ltd. with effect from
27
th
May 2024. The board discussed the matter thoroughly and finally, it was resolved unanimously:
"RESOLVED THAT; the appointment
of
Mr.
Naoki Shimamura has been accepted and approved as
Nominee Director ofCMSS Co., Ltd."
"FURTHER RESOLVED THAT; the board has proposed CMSS Consulting Ltd. to appoint Mr.
Naoki Shimamura as Managing Director
ofCMSS
Consulting Ltd. in Bangladesh."
A copy
of
this resolution certified to be a true copy by the Director/Company Secretary be submitted to
the authorities concerned for their records and necessary action."
For and on behalf of, CMSS Co., Ltd.
✓
Ryunosuke Shimamura
Representative Director and CEO
ofCMSS
Co., Ltd.
Customer Office : 2-12, Hayabusacbo, Chiyoda-ku, Tokyo, l 02-0092, Japan
Tel : 03-6380-8855
I I
5
th
May 2024
The Board
of
Directors
CMSS Consulting Ltd.
• Crisis l\laDllgement Security
& Safety
Shah Ali Plaza, 7th Floor, Suite No. 815, Mirpur-10,
Dhaka- I 216, Bangladesh
Subject: Nomination
of
Mr. Naoki Sbimamura on the Board
ofCMSS
Consulting Ltd.
Dear Sir,
I would like to inform you that the CMSS Co., Ltd.
in
the meeting
of
the Board
of
Directors
held on 25
th
April 2024 has nominated Mr. Naoki Shimamura (Passport No.
TTl
722645) as a
nominee Director
of
the CMSS Co., Ltd. and proposed to appoint him as Managing Director
of
CMSS Consulting Ltd. which will be effective from 27
th
May 2024.
This is for your kind information and necessary action for including on the board
of
CMSS
Consulting Ltd.
Yours truly,
✓
Ryunosuke Sbimamura
Representative Director and Chief Executive Officer (CEO)
CMSS Co., Ltd.
Customer Office: 2-12, Hayabusacho, Chiyoda-ku, Tokyo, 102-0092, Japan
Tel: 03-6380-8855
bttps://mm.jpl
• CMSS Consulting
NOTICE OF THE MEETING OF BOARD OF DIRECTORS OF CMSS CONSULTING LTD.
Date: 6
111
May 2024
Notice is hereby given to all the members
of
the Board
of
Directors
of
CMSS Consulting Ltd. that a Meeting
of
Board
of
Directors
of
the Company will be held on 27 th May 2024 at
11
:00 A.M. at Shah Ali Plaza, 7 th Floor,
Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh to consider the following agenda:
01.
To
discuss and consider the Minutes
of
last Board Meeting.
02. To discuss and consider the share transfer
of
Mr. Kinya Miyakawa to
Mr.
Ryunosuke Shimamura.
03. To discuss and consider the resignation
of
Mr. Kinya Miyakawa from the Post
of
Director as well as
Managing Director
of
the company.
04. To discuss the appointment
of
Mr. Naoki Shimamura, Nominee Director
of
CMSS Co., Ltd. as Director
as well as Managing Director in the Board
of
CMSS Consulting Ltd.
05. To discuss the appointment
of
Ryunosuke Shimamura as Director in the Board
of
CMSS Consulting
Ltd.
06. Any other matters with the permission
of
the Chair.
All Members are requested to attend the meeting.
✓
Ryunosuke Shimamura
Director
Copy to: All Members are requested to attend the meeting.
Customer Office : Shah Ali Plaza, 7th Floor, Suite No. 815, Mirpur-10, Dhaka-1216
Tel : 01870729321 (For Japanese & English), 01870725712 (For Bengali & English)
• CMS S Consul
tl
nt:
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
OF CMSS CONSULTING LTD.
The Board Meeting
of
CMSS Consulting Ltd. was held on 27 th May 2024 at
11
:00 A.M. at Shah Ali Plaza,
7
th
Floor, Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh.
The following Members/Directors were present in the Meeting:
SI.
No. Name
of
the Members /Directors Position Signature
01. Atsuhito Kiriyama Chairman ✓
1iil~t~ Nominee Director
of
CMSS Co., Ltd.
02. Kinya Miyakawa Managing Director
✓
W\
~
03. Ryunosuke Shimamura Director
✓
u1
~li11
Nominee Director
of
CMSS Co ., Ltd.
04. Mr. Naoki Shimamura On
Special
~-yyg;r1t"
Invitation
./
Mr. Atsuhito Kiriyama, Chairman
of
the company presided over the Meeting.
The Chairman thereafter thanked the other Directors present in the meeting. Being satisfied with the attendance
required for quorum to hold Board Meeting the Chairman called the meeting to order and started the proceeding
of
the meeting.
Proceeding:
The notice
of
the meeting was read out and the agenda were taken up for consideration:
Agenda No--01: To discuss and consider the Minutes
of
the last Board Meeting:
The minutes
of
the last Board Meeting were read out and approved unanimously.
Agenda No-02: To discuss and consider the share transfer
of
Mr. Kinya Miyakawa to Mr. Ryunosuke
Shimamura:
The Chairman informed that Mr. Kinya Miyakawa existing shareholders gave notice for sale his entire 200
(Two Hundred) ordinary shares
of
Tk. 100 each. But no one is interested to purchase these offering shares
willingly.
Customer Office : Shah Ali Plua, 7th Floor, Suite No. 81
S, Mirpur-10 , Dhaka-1216
Tel : 01870729321 (For Japanese & English), 01870725712 (For Bengali & English)
• CMSS Consulting
The Chairman also informed the Board that, the existing shareholder of the Company expressed their inability
to purchase 200 shares through letters. They denied accepting 200 number of shares and simultaneously they
have expressed their no objection regarding offering these 200 numbers of ordinary shares ofTaka 100 each to
the outside shareholders of the Company.
Hence, Mr. Ryunosuke Shimamura outsider of the Company has expressed his interest in purchasing these
shares i.e., 200 ordinary shares of Tk. I 00 each as follows:
Thus, the acceptance of the right share position stands as under:
SL. No. Name No. of Shares ofTk. 100 each Amount (TK.)
I. Mr. Ryunosuke Shimamura 200 20,000
" -
Total 200 20,000
Mr. Kinya Miyakawa agrees to sell his entire 200 ordinary shares to Mr. Ryunosuke Shimamura (an
Outsider of the Company) and Mr. Ryunosuke Shimamura agrees to buy the said 200 shares from Mr. Kinya
Miyakawa on consideration of the face value of the said shares.
Mr. Ryunosuke Shimamura who attended the meeting confirmed his acceptance to buy the shares as
mentioned above during the meeting. ·
After threadbare discussion, the Board of Directors approved the transfer of 200 ordinary shares ofTk. 100 each
by sale to Mr. Ryunosuke Shimamura outsider of the Company which was previously owned by Mr. Kinya
Miyakawa and it was resolved as under:
"RESOLVED THAT; Transfer of 200 ordinary shares each from Mr. Kinya Miyakawa to Mr. Ryunosuke
Shimamura by way of purchase is hereby approved and accepted."
Details regarding the shares transferred are shown below:
SI. Name of Name of No. of Shares Distinctive Face value of Total value of
No. Transferor Transferee transferred No. each share shares
01. Mr. Kinya Mr. Ryunosuke 200 601-800 100/- 20,000/-
Miyakawa Shimamura
Total: 200 Shares Taka 20,000/-
The Board of Directors requested the Transferor and Transferee to complete all the formalities including
completing the Instruments of Share Transfer in Form No-117 and Affidavits, so that necessary action may be
taken by the Company to register the transfer of shares and modify the shareholding position.
Customer Office : Shah Ali Plaza, 7th Floor, Suite No. 815, Mirpur-10, Dhaka-1216
Tel: 01870729321 (For Japanese & English), 01870725712 (For Bengali & English)
• CM
SS
Consulting
Agenda No--03: To discuss and consider the resignation
of
Mr. Kinya Miyakawa from the Post
of
Director
as well as Managing Director
of
the company:
The Chairman informed the Board about the resignation
of
Mr. Kinya Miyakawa from the Post
of
Director as
well as Managing Director
of
the company.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
"RESOLVED THAT; the resignation
of
Mr. Kinya Miyakawa from the Post
of
Director as well as Managing
Director
of
the company is hereby accepted with effect from the end
of
the meeting."
Agenda- No 04:
To
discuss the appointment
of
Mr
. Naoki Shimamura, Nominee Director
of
CMSS Co.,
Ltd. as Director as well as Managing Director in the Board
of
CMSS Consulting Ltd.
The Chairman informed the Board about the consent to act as Director and Managing Director by Mr. Naoki
Shimamura
of
the company.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
"RESOLVED THAT;
Mr.
Naoki Shimamura has been appointed as Director as well as Managing Director
of
CMSS Consulting Ltd. and it has been accepted and approved."
Agenda No- 05: To discuss the appointment
of
Mr. Ryunosuke Shimamura, as Director on the Board
of
CMSS Consulting Ltd.
The Chairman informed the Board about the consent to act as Director by Mr. Ryunosuke Shimamura
of
the
company.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
"RESOLVED THAT; Mr. Ryunosuke Shimamura has been appointed as Director
of
CMSS Consulting
Ltd. and it has been accepted and approved."
Agenda No- 06: Any other matters with the permission
of
the Chair:
Since there was no other matter for discussion the meeting ended with a vote
of
thanks to the chair.
Atsuhito Kiriyama
Chairman
of
the Company
Customer Office : Shah Ali Plua, 7th Floor. Suite No. 815, Mirpur-1
O.
Dhaka-1216
Tel : 01870729321 (For Japanese cl English). 0 l 870725712 (For Bengali cl English)
• CMSS Consulting
Certificate
of
Transfer
, Date: 27 th May 2024
Certified that the instrument
of
transfer
of
share (Particulars stated below) is genuine as per section 39
of
the
Companies Act, 1994.
Particulars:
SI. Name
of
No. Transferor
01. Mr. Kinya
Miyakawa
Address:2
Hayabusacho,
Chiyoda-ku,
Tokyo, Japan
Atsuhito Kiriyama
Chairman
CMSS Consulting Ltd.
Name
of
Transferee
Mr. Ryunosuke
Shimamura
Address: 2-12
Hayabusacho,
Chiyoda-ku,
Tokyo,Japan
Total
No.
of
Shares Distinctive Face value
of
Total value
of
transferred No. each share shares
200 601-800 100/- 20,000/-
200 Shares Taka 20,000/-
Customer Office : Shah Ali Plaza, 7th Floor, Suite No. 81 S, Mirpur-10, Dhaka-1216
Tel : 01870729321 (For Japanese & English), 0187072S7l2 (For Bengali & English)
FORM-117
INSTRUMENT
OF
TRANSFER
OF
SHARES STAMPS
Name
of
the Company: CMSS Consulting Ltd.
Transfer No 08
I/We Kinya Miyakawa (TT1314S1S)
of
Address: 2 Hayabusacho, Chiyoda-ku, Tokyo, Japan
in
consideration
of
the sum
of
TK. 20,000 paid to me/us by Mr. Ryunosuke Shimamura (TR 8868984)
of
2-12 Hayabusa-cbo, Cbiyoda-ku, Tokyo, Japan (Hereinafter called "the said Transferee") do hereby
Bargain/assign and transfer the said Transferee 200 Shares
of
Tk. I 00 each paid up numbered from 601-
800 inclusive in the CMSS Consulting Ltd. to hold up the said transferee his/her executors'
administrators and assign subject to the several conditions on which I hold the same at the time/execution
hereof and I the said transferee, do hereby agree to accept and take the said shares subject to the
conditions aforesaid.
As witness out hands this 27
th
day
of
May 2024
Signed by the above named In
the presence
of (i)
:JulTakano
:
✓
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T:.Jvr..::..J
Witness to
Sign here
Occupation
Address : 128-1, Onayamachi, Maebashi-shi, Gumma, Jal)
Signed by the above named
In the presence
of (ii) : D~isuke Nagatani
:-Ji~
'l~,,~ : Busmess I
nature
of
Transferee
nosuke Sbimamura
Witness to
Sign here
Occupation
Address : 318-7, Fujitsuka, Kasukabe-shi, Saitama, Japan
Approved-vide by acceptance
of
purchase
of
shares on 27
th
day
of
May 2024
✓
;fl~ J-\
~
~
(Atsuhito Kiriyama)
Chairman/MD. Director/Director
(Seal)
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AFFIDAVIT
I, Kinya Miyakawa. S/o. Mr. Hironao Miyakawa
of2
Hayabusacho, Chiyoda-ku, Tokyo, Japan,
By
Nationality: Japanese,
J3y
profession: _, Business do hereby solemnly affirm and declare that the
photograph has been affixed on the stamp is mine and I am the Director
of
CMSS Consulting Ltd., a
private Limited Company incorporated
in
Bangladesh under the Reg. No. C-152722/20 I9 Date: 23-Jun-
l 9 and holding 200 (Two Hundred) shares
of
the company
of
Taka 100/- each
of
total nominal value
of
Tic 20,000 /- (Twenty Thousand) only and have decided to transfer my entire 200 shares
in
favor
of
Mr.
Ryunosuke Shimamura S/o. Naoki Shimamura
of
2-12 Hayabusa-cho, Chiyoda-ku, Tokyo, Japan, by
- executing Instrument
of
Transfer
of
Shares (Form-117) which has duly been approved
in
a Board
Meeting held on 27
th
May 2024 as mentioned hereunder.
SI.
Name
of
Name
of
No.
of
Shares Distinctive Face value
of
Total value
of
No. Transferor Transferee transferred No. each share shares
I
01. Mr. Kinya Ryunosuke 200 601-800
JOO/-
20,000/-
Miyakawa Shimamura - - Total 200 Shares Taka 20,000/-
( ~,
r
I 1 1
I I
__;
i
c...
(
I also decla:e that I have transferred the above-mentioned shares with sound mind without any coercion
and I, the undersigned transferor of shares and my legal heirs shall not have any objection regarding
transfer of these shares in future.
_j
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"~~ "Xf9f~ ~' ~~ C<P f<iqrn m" Page2of3
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The statement made above is true to the best of my knowledge and belief and in
confirmation whereof, I swear this affidavit before the Notary Public Dhaka,
Bangladesh
c::
✓
r
\
(
Kinya Miyakawa
Deponent
_I
L.
That the deponent is known to me and identified by me and has signed in my presence.
<
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.-/ -::; <--
ADVOCATE
)/ c.. ~
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. "~~ -xt9f~ ~' ~.q,~c<P'f~~l~r ~,Page3of3
FORM IX
Consent of Directors to Act.
THE COMPANIES ACT, 1994
(See Sec. 92)
Name of the Company: CMSS Consulting Ltd.
Filing Fee Tk. 200/-
Consent to act as Director/Directors of the CMSS Consulting Ltd. to be signed and filed pursuant to
section 92( I) (Ka).
Presented for filing by: Mr. Atsuhito Kiriyama, Chairman
To The Registrar of the Joint Stock Companies & Firms, Dhaka Bangladesh.
I / We, the undersigned, hereby testify my/our consent to act as Director/Directors of the CMSS
Consulting Ltd. Pursuant to section 92( l) (Ka) of the Companies Act, 1994.
SIGNATlJRE
Naoki Shimamura
Nominee Director ofCMSS Co.,
Ltd.
Date of Birth: 21 December, 1963
Ryunosuke Shimamura
Director
Date of Birth: 06 March, 1994
ADDRESS
20-10 lchiban-cho,
Chiyoda-ku, Tokyo, Japan.
2-12 Hayabusa-cho, Ch iyoda-
ku, Tokyo, Japan,
Dated this ...... ............... ...... 27 th • • ••••••••••• day of ...... . ........... .
May ..... ................. ............. 2024.
DESCRIPTION
Business
Business
Notes: If a director signs by" his agent Authorized writing" the authority must be produced, and a copy
attached.
SI.
No
1
2
3
4
5
Form XII
Particulars
of
Directors, Manager and Managing Agents and
of
any changes therein
The Companies Act-1994 (See Section-115)
Name
of
the Company: CMSS Consulting Ltd., Reg. No. C-152722, Reg. Date: 23-June-2019
Entity Address: Shah Ali Plaza, 7
th
Floor, Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh.
Presented for filing bv: Mr. Atsuhito Kirivama. Ch - ' - -
The Present Nationality Nationality
of
Usual Residential address
Name(a)
or
Names origin (Other
Nationality and than the present
Sumames(d) nationality)
Mr. Atsuhito Japanese
NIA
Add: 2-12 Hayabusacho, Chiyoda-ku, Tokyo,
Kiriyama, Japan., Phone: (+81)3-6380-8855; email:
Nominee Director kiriyama@crisis.co.jp TIN: NIA
of
CMSS Co., Ltd. NIDloassport No: TS 2386677
Mr. Ryunosuke Japanese
NIA
Add: 2-12 Hayabusa-cho, Chiyoda-ku, Tokyo,
Shimamura, Japan, Phone: (+81 )3-6380-8855; email:
Nominee Director ryu.s@crisis.coJp TIN: NIA; NIDlpassport
of
CMSS Co., Ltd. No:
TR
8868984
Mr. Kinya Japanese NIA Add: 2 Hayabusacho, Chiyoda-ku, Tokyo,
Miyakawa Japan, Phone: (+81 )70-8358-5554 email:
kinya@crisis.co.jp; TIN: NIA NIDlpassport
No: TT1314515
Mr. Naoki Japanese
NIA
Add:20-10 lchiban-cho, Chiyoda-ku, Tokyo,
Shimamura, Japan. Phone: (+81)80-8856-1000; email:
Nominee Director n.s@crisis.co.jp;
of
CMSS Co., Ltd. TIN:
NIA;
NIDlpassport No: TTI 722645
Mr. Ryunosuke Japanese
NIA
Add: 2- I 2 Hayabusacho, Chiyoda-ku, Tokyo,
Shimamura Japan, Phone: (+81 )3-6380-8855; email:
ryu.s@crisis.co.jp TIN: NIA; NIDlpassport
No: TR 8868984
Dated: 27 th May 2024
Other Business,
Occupation and
Directorship,
if
any,
if
none, state so (b)
Business
Business
Business
Business
Business
Date
of
Changes
appointment
or
Change
Existing as Chairman.
Existing as Director
2710512024 Resigned from the
post
of
Director as well
as Managing Direc~or
due to the transfer
of
entire shares to Mr .
Rvunosuke Shimamura.
2710512024 Appointed as Director
as well as Managing
Director.
2710512024 Appointed as Director.
(Signature)
✓
'W\~~1--
Atsuhito Kiriyama
Chairman
(State whether Director, Manager, or Managing Agents)
a)
ln
The Case
of
a corporation its corporate name and registered or principal office shall be shown
b)
In
the case
of
an individual who has no business occupation but any other directorship or directorships, particular
of
the directorship or some
of
these
directorships must
be
entered. A complete list
of
directors, manager, managing agents shown as existing
in
the last particulars delivered shall be given
c) A note
of
the changes
of
the last list shall
be
made
in
this columns by placing against new directors name the words
in
place
of .....................
by
writing against a new director, name the words "deed" resigned to as the case may be;
d)
In
the case
of
firm, the full name, address and nationality
of
each partners, and the date on which each became a partner.
e)
In
the case
of
multiple representatives, use Comma(,) to separate names.
esc glsh
Chalea Atsalitc CMSS Consulting Lid. Thaniking yo Poae
acknciedg
e secei
.2024
Copy ofthe
olyo, ress: 2 inya Miek
che
Managers and any changes therein.
Field this.....
Particulars of Directors, Managing Agents
Form No. XII Pateds
CMSS Consulting Ltd.
Regd. Office: Shah Ali Plaza, 7th Floor, Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh.
NAME OF THE COMPANY scadeshisharche
Regd. N0. C-152722, Date: 23-June-2019,
152222o 231
n
CSS
Caneltiayg
Ltd.
Käriyamn
Jepan
osacho,
Ch
Tel
: 9321
(For
anese
&
lish),
07257
12
(For
engali
&
glish)
Customer
Office
:
Shah
Ali
Plaza,
7th
Floor,
Suite
No.
815,
irpur-10,
aka-1216
CMSS Consulting Ltd. Chairman Atsuhito Kiriyama Thanking you, Please
acknowledge
the
receipts.
Copy
of
the
Form-
117
and
Affidavit
are
enclosed
herewith
for
your
kind
perusal.
Chate 1
ku, Tokyo, Japan. Address: 2 Hayabusacho, Chiyoda
Japan. cho, Chiyoda-ku, Tokyo, Address: 2-12 Hayabusa
Mr. Kinya Miyakawa
20,000/
Mr. Ryunosuke Shimamura
Shares)
(Two Hundred
200
No. S.
Transferor Particulars
of
the
Share
Particulars
of
the
Share
Transferee
per
taken
by
each
Tk. 100
Total Taka
Particulars
of
Shares
transferred
from
Bangladeshi
Shareholders
toNon-Bangladeshi
shareholders:
the
following
information
and
documents
are
provided
for
your
kind
perusal
and
record:
through
the
eighth
transfer
from
Non-Bangladeshi
Shareholders
to
Non-Bangladeshi
Shareholders
for
which
We
would
like
to
inform
you
that
the
following
shares
have
been
transferred
in
CMSS
Consulting
Ltd.
152722/2019,
Reg.
Date:
23-JUN-2019.
Ref: Dear Sir, Through:
Standard
Chartered
Bank,
Gulshan
Branch,
67
Gulshan
Ave,
Dhaka
1212.
Motijheel, Dhaka-1000 Deputy Director Bangladesh
Bank
(Head
Office)
Foreign
Exchange
Investment
Department
Date:
CMSS Consulting
CMSS
each at
No.
of
Shares
of
Providence of information
regarding
share
transfer
of
CMSS
Consulting
Ltd.
Reg.
No.
C-
ange
Tel
: 729321
(For
apanese
&
nglish),
725712
(For
Bengali
&
English)
Customer
Office
:
Shah
Ali
Plaza,
7th
Floor,
Suite
No.
815,
Mirpur-10,
Dhaka-1216
CSCo
vi.
Resignation
Letter
of
Director
vii.
Copy
of
Board
Resolution
vi.
Form
IX
and
Form
XII
v.Acceptance
letter
by
shareholder
iv.
Notice
for
sale
by
shareholders
iii.
Certificate
of
Transfer
Affidavit
i. Form-117
Enclosed: CMSS Consulting Ltd. Chairman Atsuhito Kiriyama Yours faithfully, Thanking
you
and
with
kindest
regards,
We
will be
grateful
if
you
kindly
receive
this
return
at
your
earliest
convenience.
approval and record. documents
of
share
transfer
and
directorship
change
of
CMSS
Consulting
Ltd.
for
your
necessary
With
reference
to
the
above-mentioned
subject,
we
are
pleased
to
submit
herewith
the
necessary
Dear Sir,
CMSS Consulting Ltd.
Subject:
Submission
of
application
for
recording
share
Dhaka
1215.
Dbaks 21S
TCB
Bhaban,
(6h
Floor),
1
Kawran
Bazar,
Joint
Stock
Company
&
Firms
The Registrar,
Date
27
May
2024
To Date:
CMSS Consulting
CMSS
transfer and
directorship change of
Tel
: 729321
(For
apanese
&
nglish),
707257
12
(For
Bengali
&
nglish)
Customer
Office
:
Shah
Ali
Plaza,
7th
Floor,
Suite
No.
815,
Mirpur-10,
Dhaka-1216
CMSS Consulting Ltd. Chairman Atsuhito Kiriyama For, CMSS
Signature Cell No.
01818042578
01794763636
Numbers NID/ Passeport
19941517425000204
3753867187
om
.Com
Email Address
1213 showkat.akber@tokyoconsultinggroup.c sheak.abdul.hadi@tokyoconsultinggroup Kemal
Ataturk
Avenue,
Banani,
Dhaka-|
20
Kemal
Ataturk
Avenue,
Banani
C/A,
Ataturk
Tower,
Flat
#
11/A,
(Lift
#
10)
22|
Safura
Tower
(10th
Floor
Southern
Side),
Dhaka-1213, Bangladesh.
Designation Consultant Name Particulars
Mr.
Md.
Showkat
Akber
Authorized Person-1
Consultant Mr.
Sheak
Abdul
Hadi
Authorized Person-2
Companies
&
Firmns
(RJSC).
deal
with
all
kinds
of
correspondences
regarding
applications/services
requests
with
the
Register
of
Joint
Stock
The
below-mentioned
person(s)
with
the
following
details
has
been
officially
Dear Sir, Registrar
of
Joint
Stock
Companies
&
Firms
(RJSC).
Subject:
Appointment
of
authorized
person
(s)
for
dealing
with
all
kinds
of
correspondences
with
the
Bangladesh. 1,
Kawran
Bazar,
Dhaka-1215
TCB
Bhaban
(6
Floor)
Joint
Stock
Companies
&
The Registrar,
Date:
27th
May
2024
AUTHORIZATION LETTER
CMSS Consulting
CMSS
Consulting Ltd.
appointed
as
a
representative
to
Firms,