M&A of Association

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 Bangladesh Japan Cooperation Company Limited Issue No. 15093 Date:16/03/2016 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 Bangladesh Japan Cooperation Company Limited I. The name of the company is Bangladesh Japan Cooperation Company 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 act as manufacturer, importer,supplier, distributor, marketing agent, broker, general order supplier of all kinds of goods, merchandise, machineries, equipments, commodities, substance, articles, materials and things pertaining to commerce, industry, trade, business or any other kind whatsoever, whether finished, raw, under process, refined, treated or in any other state, stage or condition whatsoever and to evolve, operate, undertake, initiate and run channel of for products, services, technologies both within and outside the Country and also to obtain and utilize licenses, franchise intellectual property rights from other companies, organizations, agencies and bodies as may be deemed useful and beneficial to the Company. To carry on the business in the field of Event Management, Human Resources Management, Tours & Hotel Management, Office & Factory Management, Shares Management, Compliance of Office & Factory and business Promotional activities of all sorts and to organize, arrange and produce trade fair, exhibitions, workshop, conference, assemblage, seminar, symposium, marketing promotion, customer loyalty programme, database service, live showprogramme, contest show, talent hunt, stage show, quiez contest, fashion show, fireworks, concert, drama, serial, tour operation, awareness campaign, road show, Medical camp, brand promote, product launching, wedding & birthday party reception, sports & educational programme and other programmes related thereof and to conduct lectures, seminars, workshops and conferences to teach or impart skills in logic, problem- solving and effective communication, according to the demands of the socio- economic development in Bangladesh and at the international level. To carry on the business of consultancy i.e. Financial Consultancy, Management Consultancy, Investment Consultancy ,Fund(Loan & Equity) Management Agent, General Agent, Recovery Agent, Procurement Agent, Sourcing Agent, Green Banking Consultant. Merger & Acquisition, Tax & Accounts Management, HR Consultancy, IT Consultancy, E Business Management, Market Research, Sale Agent, Share transfer Agent, and other Corporate Advisory services. To carry on the business of Trading, Marketing, Exporters, Importers, Distributors, Broker, Stockiest, Merchants, Wholesalers, Retailers, Buyers, Manufacturers, General suppliers and Dealers of Commodities, Articles, Goods and Services all description whatsoever. To carry on the business of wholesale, operating, franchising, roasting and selling all kinds coffee and food related retail outlets. To sell food, meat, chicken eggs, bakery, cakes, cookies, alcoholic drink as well brewing soft drink and marketing by establishing factory with or without well reputed local or foreign brands. To carry on the business of trading, buy, sell, exporters, importers, Marketing of Espresso machine, Grinder, Coffee brewer and pots, Blenders, Steaming pitchers, Spoon, Mugs demitasses saucers cups and food industry related all goods as well machinery. To manage chicken firm, breed chicken in the firm and sell the chicken meat. 1 2 3 4 5 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. To establish, set up, own, hire, operate and run tourism related facilities in various parts of Bangladesh including but not limited to, hotels, motels, guesthouses, resorts and any other type of accommodation that may be required by or for tourists and visitors. To carry on the business of real estate, housing and apartment and to do and carry on the business of buyer, seller of flats, apartment, buildings rooms, huts and to undertake construction of Super market, Shopping centre, shopping complex, community centres. And to arrange for sale or let out of those to general public or to hold it for their management. To attain the business objectives company may enter into Partnership, Joint- venture, take over or Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or companies and/or third party. 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. 120000000 ( Twelve Crore ) divided into 1200000 ( Twelve 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: Tomoike Industrial (H.K.) Ltd. Entity Name: GURU GURU LIMITED Represented By: Mr. Kazuhiro Yuasa Address: Room1-6, 11th Floor, CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, N.T., Hong Kong Represented By: Mr. Tatsuro Kuroda Address: Room1-6, 11th Floor, CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, N.T., Hong Kong Share Holder Share Holder 7920 ( Seven Thousand Nine Hundred Twenty shares) 80 ( Eighty shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Md. Waliur Rahman Chowdhury Abu Hyder Plot No- 97/A (6th and 7th floor), Road No- 25, Block-A, Banani Phone : 01761164713 NID : Plot No- 97/A (6th and 7th floor), Road No- 25, Block-A, Banani 01711980831 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 Bangladesh Japan Cooperation Company Limited 1. 2. 3. 4. 5. In these Articles unless there be something in the subject or context inconsistent therewith:- ¿Act¿ means the Companies Act, 1994 or Act(s) for the time being in force containing the provisions of the legislature in relation to companies. ¿Company¿ means Company Name ¿Articles¿ means the Articles of Association of the Company as originally framed or as altered from time to time, by special resolution. ¿Special Resolution¿ and ¿Extraordinary Resolution¿ have the meanings given in Section 87 of the Act. ¿Director¿ means a Director of the Company for the time being. ¿Board¿ means the Board of Directors of the Company. ¿Registrar¿ means the Registrar of Joint Stock Companies and Firms, Bangladesh. ¿Dividend¿ includes bonus share. ¿Office¿ means the registered office of the Company for the time being. ¿Register¿ means the register of members to be kept pursuant to Section 34 of the Act. ¿Month¿ means calendar month according to the English Calendar. ¿Year¿ means financial year commencing in the month of January in one year and ending in the month of December in the same year. ¿Proxy¿ includes attorney duly constituted under a Power of Attorney. ¿In writing¿ and ¿written¿ includes printing type writing and other modes of representing or reproducing words in a visible form. ¿Seal¿ means the common seal of the Company. In these Articles unless the context otherwise requires, expressions defined in the Act and statutory modifications thereof in force at the date at which these Articles become binding on the Company, shall have the meanings so defined, and the words importing the singular shall include the plural and vice versa, and the words importing the masculine gender shall include the feminine and the words importing person shall also include firms, bodies corporate and incorporate and the Government. The regulations contained in Schedule-I to the Act, as applicable to private companies subject to the modifications hereinafter contained, shall apply to the Company. The Company is a private limited company within the meaning of section 2(1) of the Act and accordingly - (i) no invitation to the public to subscribe any share or debenture of the Company shall be made; and (ii) the members of the Company shall be limited to 50 (fifty). Wherever in the said Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorised by its Articles then in that case this regulation shall (unless herein otherwise provided) authorise and empower the Company to have such right, privilege or authority to carry out such transaction as has been permitted by the Act without there being any specific regulation in that behalf herein provided. The Authorized Share Capital of the Company is TK. 120000000 ( Twelve Crore ) divided into 1200000 ( Twelve Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with the Company having the power to increase and reduce the capital and to INTERPRETATION 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. divide the shares in the capital for the time being into several classes as may be provided by these Articles. SHARES: Subject to the provisions of these Articles, any share in the Company may be issued with such preferred, deferred or other special rights, or restrictions, whether in regard to dividend, return of share capital or otherwise as the Company may from time to time determine The shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons and on such terms and conditions as they may think fit. The Company shall have the power to create and issue preference shares, carrying a right to redemption out of profits or out of proceeds of fresh issue of shares made for the purpose of such redemption, or out of sale proceeds of any property of the Company or liable to be so redeemed at the option of the Company and the Directors may, subject to the provisions of Section 154 of the Act, exercise such power in any manner as they may think fit. The share certificates and any duplicate thereof, whenever necessary, shall be issued to the members under the Seal of the Company and shall be signed by any of the Directors. The Company shall have a lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have lien on all shares (other than fully paid shares) standing registered in the name of a single person for all monies presently payable by him or his estate to the Company. The Directors may declare any share to be wholly or in part exempt from the provisions of this clause. The Company¿s lien, if any on a share or shares, shall extend to all dividends payable thereon. Shares shall neither be transferred and transfer of the same shall not be registered without the approval of the Board of Directors who may without assigning any reason, decline to give such approval and hence decline any transfer, nor be transferred to any outsider 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. In the event of the death of a member, the survivor, where the deceased was a joint holder, and the legal 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. The instrument of transfer of any share of the Company shall be executed both by the transferor and the transferee and lodged at the Office along with the share certificate. The transferor shall be deemed to remain as the holder of the share until the name of the transferee is entered in the Register. The Directors may from time to time make calls upon the members in respect of any money unpaid on their shares. Each member shall, subject to receiving at least 14 SHARE CERTIFICATE LIEN TRANSFER AND TRANSMISSION OF SHARES CALL ON AND FORFEITURE This document is digitally signed. Please find the soft copy to verify the signature. 13. 14. 15. 16. 17. (fourteen)] days¿ notice specifying time or times of payment, pay to the Company at the time or times so specified the amount called on his shares. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued. The notice shall name a further day (not earlier than the expiration of 14 (fourteen) days from the date of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the time appointed, the shares in respect of which the calls were made will be liable to be forfeited. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made be forfeited by resolution of the Directors to that effect. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall not withstanding remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares but his liability shall cease if and when the Company received payment in full of the nominal amount of the shares. A duly verified declaration in writing that the declarant is a Director of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated, as against all persons claiming to be entitled to the share and that such declaration and the receipt of the Company for the consideration, if any, given for the share on the sale or disposition thereof, shall constitute a good title to the share and the persons to whom the share is sold or disposed of, shall be registered as the holder of the share and shall not be bound to see to the application of purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the preceding the reference to the forfeiture, sale or disposal of the share. The provisions of these Articles as to forfeiture shall apply in the case of non- payment of any sum which by the terms of issue of a share, becomes payable at a fixed time whether on account of the amount of the share or by way of premium, as if, the same had been payable by virtue of a call duly made and notified. The Company may from time to time through General Meeting, increase the share capital by such sum, to be divided into shares of such amount as the resolution shall prescribe. The Company may by special resolution, reduce its share capital in any manner and with, and subject to any incident authorized and consent required by law. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the share in the original share capital. ALTERATION OF CAPITAL This document is digitally signed. Please find the soft copy to verify the signature. 18. 19. 20. 21. 22. 23. 24. The Company may in a general meeting: a) consolidate and divide its share capital into shares of larger amount than its existing shares. b) make sub-division of its existing shares or any of them, divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association. c) cancel any share, which on the date of the passing of the resolution have not been taken or agreed to be taken by any person. The Directors may from time to time raise or borrow any sum of money for the Company from any persons, banks, financial institutions, firms, companies, corporations, and may secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit by making drawing, accepting or endorsing on behalf of the Company any promissory notes or bills of exchanges or giving or issuing any other security by way of mortgage, or charges of all or any property of the Company including its uncalled capital for the time being and the Directors may guarantee the whole or any part of the loan or debts raised by or on behalf of the Company or any interest payable thereon. A general meeting of the Company shall be held within 18 (eighteen) months from the date of incorporation and thereafter at least once in every year at such time not being more than fifteen months after the holding of the last preceding general meeting. The above mentioned general meeting shall be annual general meeting and all other general meeting shall be called extraordinary general meetings. The Directors may whenever they think fit, call an extraordinary general meeting and an extraordinary general meeting also be called on the requisition of the members in accordance with the provisions of Section 84 of the Act. An annual general meeting may be called by giving 14 (fourteen) days¿ notice in writing, and a meeting other than an annual general meeting or a meeting for the passing of a special resolution may be called by 21 (twenty one) days¿ notice in writing. Provided that a meeting may be called by shorter notice than aforesaid, if it is so agreed in writing by all the members entitled to attend and vote in such meeting. 2 (Two) members, present in person or by proxy shall form a quorum. If within half an hour from the time appointed for the meeting a quorum is not present the meeting if called upon the requisition of members shall be dissolved and in any other case, it shall stand adjourned. The Chairman of the Board of Directors of the Company shall preside over the general meeting of the Company, and if there is no Chairman or the Chairman is not present within 30 (thirty) minutes after the time appointed for holding the meeting or is unwilling to act as Chairman, the members present shall choose one of the members to preside over the meeting. At any General meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded in accordance with provisions of the Act, declaration by the Chairman that resolution has on a show of hands been carried or carried unanimously or by a particular majority, or lost and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact BORROWING POWERS GENERAL MEETING QUORUM (AGM) This document is digitally signed. Please find the soft copy to verify the signature. 25. 26. 27. 28. 29. 30. without proof of the number of proportion of the votes recorded in favour of or against that resolution. If a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be resolution of the meeting at which the poll was demanded. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs. Every member shall be entitled to be present and vote at any general meeting either personally or by proxy in respect of any shares upon which all calls due to the Company have been paid. On a show of hand every member present in person shall have one vote. On a poll every member shall have one vote in respect of each share held by him. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote whether on a show of hands or on a poll by his legal guardian and any such guardian may on a poll vote by proxy. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. Any member of the Company, entitled to attend and vote in a meeting of the Company shall be entitled to appoint another person (whether a member or not) as his proxy in accordance with sub Section (1) (d) of Section 85 of the Act. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or if the appointer is a corporation either under the common seal or under the hand of an officer or attorney so authorized. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarised certified copy of that power or authority, shall be deposited at the Office not less than 48 (forty eight) hours before the time of holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. The qualification of a Director shall be holding of at least 1 (one) share in the Company. However, if the shareholders are not individuals but corporate or other entities, as long as the entity holds the qualification share, it will be entitled to nominate individuals to be Directors of the Company as its nominee director. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2( Two ) and not more than 5( Five ).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. Tatsuro Kuroda 2. Kazuhiro Yuasa VOTE OF MEMBERS QUALIFICATION SHARES DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 31. 32. 33. 34. 35. 36. 37. The Office of Director shall be vacated if the Director: a) fails to obtain within 2 (two) months from the date of his appointment, or at any time thereafter ceases to hold the share qualification, necessary on his appointment; b) is found to be of unsound mind by a court of competent jurisdiction; c) is adjudged insolvent; d) fails to pay calls made on him in respect of shares held by him within 6 (six) months from the date of such calls; or e) by notice in writing to the Company resigns from his Office. To promote the business interest of the Company the Directors shall have power at any time, and from time to time, to appoint a person as director on fixed remuneration basis. The Directors may from time to time elect a Chairman from the Directors for a period of 1 (one) year. The Chairman shall preside at all the meetings of the Board. The Director may revoke any such election at any time as they think fit. The Directors may from time to time appoint a Managing Director from the Director for a period of 5 (five) years. Such appointed Managing Director shall be subject to the control of the Directors. The Director may revoke any such appointment at any time as they think fit. The Board of Directors of the Company shall appoint an Alternate Director to act for the original Director, during his absence for a period of not less than three months from Bangladesh in which the Meetings of the Board are ordinarily held. The appointment shall be of such person as may in this behalf have been nominated by the original Director. DIRECTORS¿ INTERESTS: A Director who is interested in a transaction to which the Company is a party shall disclose that interest. A Director of the Company is interested in a transaction to which the Company is a party, if, and only if, the Director¿ (a) is a party to or will or may derive a material financial benefit from the transaction; (b) has a material financial interest in another party to the transaction; (c) is a Director, officer or trustee of another party to, or person who will or may derive a material financial benefit from the transaction, not being a party or person that is¿ the Company's holding Company, being a holding Company of which the Company is a wholly-owned subsidiary; a wholly-owned subsidiary of the Company; or a wholly- owned subsidiary of a holding Company of which the Company is also a wholly- owned subsidiary; (d) is the parent, child or spouse of another party to or person who will or may derive a material financial benefit from the transaction; or (e) is otherwise directly or indirectly materially interested in the transaction. A Director of the Company is not interested in a transaction to which the Company is a party, if the transaction comprises only the giving by the Company of security to a third party which has no connection with the Director, at the request of the third party, in respect of a debt or obligation of the Company for which the Director or another person has personally assumed responsibility in whole or in part, under a guarantee, indemnity or by the deposit of a security. A Director of the Company who is interested in a transaction entered into or to be entered into by the Company, may¿ vote on a matter relating to the transaction; DISQUALIFICATION OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 38. 39. 40. 41. 42. attend a Meeting of Directors at which a matter relating to the transaction arises and be included among the Directors present at the Meeting for the purpose of a quorum; sign a document relating to the transaction on behalf of the Company; and do any other thing in his capacity as a Director in relation to the transaction, as if the director was not a party interested in that transaction; A Director of the Company who has information in his capacity as a Director or employee of the Company which would not otherwise be available to him, must not disclose that information to any person or make use of or act on the information, except¿ for the purposes of the Company; as required by law; or in accordance with this Article; in any other circumstances in which the Company¿s Articles authorise the director to do so; A Director of the Company may disclose, make use of or act on information if¿ the Director is first authorized to do so by the Board under this Article; and Particulars of the authorization are entered in the interests register. The Board may authorize a Director to disclose, make use of or act on information, if it is satisfied that to do so will not be likely to prejudice the Company. A Director shall disclose all dealings in shares of the Company in which he has a relevant interest. Without prejudice to the general power vested in the Board and subject to their general supervision in that behalf, the Directors are hereby appointed attorney of the Company for all the purposes hereinafter mentioned that is to say: To generally manage all concern and affairs of the Company to appoint and employ officers, agents, organizers, experts, scientists, workmen, technicians, day labours, servants and others for the purpose of the Company and to remove or dismiss them and appoint others in their places and to pay and allow the persons to be employed as aforesaid such salaries, commissions, wages or other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the Company. To demand dues, to effect all receipts and discharges of all kinds of covenants, agreements, conditions to take proceeding, civil, criminal or otherwise for recovery of such debts, money rent, dues, damages and compensation in respect of such debts. To purchase or otherwise acquire for the Company any property, rights or privileges such as the Company is authorised, to acquire at such price and generally on such terms and conditions as they think fit. To establish branch Offices, agencies, sub-agencies in any part in Bangladesh or elsewhere on such terms as they think fit and to close the same. To sign cheques, drafts, certificates and other documents on behalf of the Company. To purchase, sell and let, exchange or otherwise dispose of absolutely or conditionally any property, for the purpose of the Company, subject to the approval of the Board. To settle, compound, submit to arbitration and compromise and withdraw all action, demands whatsoever arising in any legal proceedings or otherwise. To grant any power of attorney, general or special, on behalf of the Company, to any director, officer, employee, person or persons of the Company or to any company and give full power and authority to appoint one or more substitutes to do, execute and perform all or any such matters or things as aforesaid. MANAGEMENT This document is digitally signed. Please find the soft copy to verify the signature. 43. 44. 45. 46. 47. 48. 49. 50. To invest the fund of the Company or to dispose of the same on behalf of the Company as may be deemed fit and proper by them. To execute and sign in the name of the Company all such deeds and documents as are necessary for the welfare of the Company. To give donation or subscription to public or other useful objects. To admit execution of documents before any Registrar, Sub Registrar or any other government authority and to conduct or defend any case before him. To sign and verify plaints, petition, written statements, compromise, vokalatnamas authorising legal and tax practitioners to act on behalf of the Company in all courts, civil, criminal or revenue, taxation etc. and generally to do all other things for and on behalf of the Company. To appoint advisors, consultants, expertise either local or foreign or both on such terms and conditions as considered expedient. There will be a meeting of the Directors at least once every 3 (three) months for dispatch of business, adjournment and otherwise regulation of meetings. Questions arising at any such meeting shall be decided by a majority of votes. 2 (Two) Directors present in person or by proxy shall form a quorum of Board Meeting. The Chairman of the Company shall preside over the meeting of the Board. In his absence, or if there is no Chairman, any of the Directors present shall hold the Chair. A resolution in writing approved by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. The Directors may participate in a meeting of the Directors by means of telephone or video conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a Director to be in the physical presence of another Director(s) and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum. All resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held. A meeting conducted by means of telephone or video conference or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the meeting, provided that at least 1 (one) of the Directors present at the meeting was at that place for the duration of the meeting. The Company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. The Directors may from time to time pay the members such interim dividends as appears to the Directors to be justified by the profits of the Company. No dividend shall be paid otherwise than out of profits of the year or any other undistributed profits. Subject to the rights of person, if any entitled to shares with special rights to dividends, all dividends shall be declared and PROCEEDING OF DIRECTORS QUORUM (Board Meeting) DIVIDEND AND RESERVE This document is digitally signed. Please find the soft copy to verify the signature. 51. 52. 53. 54. 55. 56. paid according to amount paid on the shares. The Directors may before recommending any dividend set aside out of profits of the Company such sums as they think proper, as a reserve or reserves which shall at the discretion of the Directors be applicable for meeting contingencies or for equalizing dividends or any other purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investment other than shares of the Company, as the directors, may from time to time think fit. If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend payable on the share. Notice of any dividend that has been declared shall be given in the manner hereinafter mentioned to the person entitled to shares on which such dividend has been declared. No dividend shall bear interest against the Company. The Directors shall cause to be kept proper books of accounts with respect to (a) all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place; (b) all sales and purchase of goods by the Company; and (c) the assets and liabilities of the Company. The books of accounts shall be kept at the Office or such other place or places as the Directors shall think fit, and shall be open to inspection by the Directors during business hours. The Directors shall at some date not later than 18 (eighteen) months after the incorporation of the Company and subsequently once at least in every year lay before the Company in Annual General Meeting a balance sheet and profit and loss account in case of the first since the incorporation of the Company and in any other case since the preceding account made up to a date not earlier than the date of the meeting by more than 9 (nine) months. The Company shall send a copy of such balance sheet and the profit and loss account together with a copy of the Auditor¿s report to the registered address of every member of the Company at least 21 (twenty one) days before the meeting at which it is to be laid before the members of the Company and a copy of the same shall be deposited at the Office for the inspection of the members of the Company during a period of at least 21 (twenty one) days before the meeting. Once at least in every financial year the accounts of the Company shall be examined and audited and the correctness of the profit and loss account and balance sheet ascertained by one or more Auditors. Auditors shall be appointed at each Annual General Meeting of the Company and shall hold Office until the next Annual General Meeting. The Auditors of the Company shall be entitled to receive notice of and to attend any Annual General Meeting of the Company at which any accounts which have been examined or reported or reported on by them are to be laid before the Company and may take any statement or explanation they desire with respect to the Accounts. ACCOUNTS AND AUDIT BANK ACCOUNT This document is digitally signed. Please find the soft copy to verify the signature. 57. 58. 59. 60. 61. 62. 63. The Company shall open necessary Bank Account(s) with any schedule Bank(s) or any financial institution in Bangladesh and abroad and shall operate the same as per decision(s) by the Board of Directors. A Notice may be given by the Company to any member either personally or by sending it by post to him to his registered address or (if has no registered address in Bangladesh) to the address, if any within Bangladesh supplied by him to the Company for giving notice to him. The Company shall have a common seal, which will remain in the custody of the Directors. Every instrument to which the Seal is affixed shall be countersigned by the any of the Directors. Such Seal and signature shall be conclusive evidence of the fact that the Seal has been properly affixed. Every Director, Manager, Secretary and other officer or employee of the Company shall be indemnified by the Company against all liability incurred by such person and it shall be the duty of the Directors to pay all costs, losses and expenses (including travelling expenses) out of the funds of the Company which any such Director, Manager, officer or employee may incur or become liable to by reason of any contract entered into or act or deed done by him or them as such Directors, Manager, officer or Servant or any other way in the discharge of his duties and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority between the members over all other claims. lf the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid up or whom ought to have been paid-up at the commencement of the winding up on the number of shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess shall be distributed amongst the members in proportion to the capital paid up or which ought to have been paid-up at the commencement of winding up on the shares held by them respectively. But this article is to be without prejudice to the rights of the holders of the share issued on special terms and conditions. Every Director, Manager, Auditor, Secretary, Treasurer, Officer, Servant, Agent, Accountant or any other person employed in business of the Company shall observe strict secrecy respecting all process of manufacture, trade secrets and all transactions of the Company with individuals and in all matters relating thereto and shall pledge himself as not to reveal any of the matters which may have come to his knowledge in the discharge of his duties except when required to do so by the Directors or by a court of law or by the person to whom such matter relate and except so far as may be necessary in order to comply with any of the provision in these presents contained. Any Director, Manager, Clerk, Servant, Assistant, Engineer, Representative, Agent NOTICE COMMON SEAL INDEMNITY WINDING UP SECRECY This document is digitally signed. Please find the soft copy to verify the signature. or Employee of the Company is proved to the satisfaction of the Board of Directors to have been faulty of disclosing the secret of the Company shall be liable to instant dismissal with or without any notice suspension or payment of damages at the discretion of the Directors. 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: Tomoike Industrial (H.K.) Ltd. Entity Name: GURU GURU LIMITED Represented By: Mr. Kazuhiro Yuasa Address: Room1-6, 11th Floor, CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, N.T., Hong Kong Represented By: Mr. Tatsuro Kuroda Address: Room1-6, 11th Floor, CCT Telecom Building, 11 Wo Shing Street, Fotan, Shatin, N.T., Hong Kong Share Holder Share Holder 7920 ( Seven Thousand Nine Hundred Twenty shares) 80 ( Eighty shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Md. Waliur Rahman Name : Chowdhury Abu Hyder Plot No- 97/A (6th and 7th floor), Road No- 25, Block-A, Banani Phone : NID : 01761164713 Address: Plot No- 97/A (6th and 7th floor), Road No- 25, Block-A, Banani 01711980831 NID : Phone :