ABC MALAYSIA SDN BHD
ARTICLES OF ASSOCIATIONOFABC MALAYSIA SDN. BHD.
1.In these regulations— "the Act" means the Companies Act 1965 [
];"the seal" means the common seal of the company;"secretary" means any person appointed to perform the duties of a secretary of the company;expressions referring to writing shall, unless the contrary intention appears, be construed asincluding references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;words or expressions contained in these regulations shall be interpreted in accordance with the provisions of the Interpretation Act 1948 and 1967 [
], and of the Act as in force at thedate at which these regulations become binding on the company.
Share Capital and Variation of Rights
2.The company is a private company, and accordingly:(a)the right to transfer shares is restricted in manner hereinafter prescribed;(b)limits to not more than fifty the number of its members (counting joint holders of sharesas one person and not counting any person in the employment of the company or of itssubsidiary or any person who while previously in the employment of the company or itssubsidiary was and thereafter has continued to be a member of the company);(c)any invitation to the public to subscribe for any share in or debentures of the company is prohibited;(d)any invitation to the public to deposit money with the company for fixed periods or payable at call, whether bearing or not bearing interest, is prohibited.3.Without prejudice to any special rights previously conferred on the holders of any existing sharesor class of shares but subject to the Act, shares in the company may be issued by the directorsand any such share may be issued with such preferred, deferred, or other special rights or suchrestrictions, whether in regard to dividend, voting, return of capital, or otherwise, as thedirectors, subject to any ordinary resolution of the company, determine.4.Subject to the Act, any preference shares may, with the sanction of an ordinary resolution, beissued on the terms that they are, or at the option of the company are liable, to be redeemed.5.If at any time the share capital is divided into different classes of shares, the rights attached to anyclass (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every suchseparate general meeting the provisions of these regulations relating to general meeting shall