t CREED TRU COPY THE COMPANIES ACT, 1965 PRIVATE COMPANY LIMITED BY SHARES MALAYSIA t Alemorandam | And Articles of Assuvintion of | SARA MRE SUN. BHD. | [Fomerly kos 38 NSO SURVELLEANCE SIN. EHD.) —_____ INCORPORATED ON THE 11TH. MARCH, 2003=—H CERTIFIED Dratiss LAD SURUHANJAYA SYARIKAT MALAYSIA ere COMPANIES COMMISSION OF MALAYSIA | BORANG 13 AKTA SYARIKAT 1965, [Seksyen 23(2)] No. Syatkat, jours | | PERAKUAN PEMERBADANAN ATAS PERTUKARAN NAMA SYARIKAT Adatah diperakui bahawa NSOC SURVEILLANCE SDN. BHD. Syarikat 1965, pada yang (clah diperbadankan di bawah_ Alta 11 haribulan Mac 2003, sebagai sebuah syartkat _persendirian, pada 08 haribulan September 2006 telah menukar namanya kepada SEMARAK MURNI SDN. BHD dan bahawa —syarikat ini adalah sebuah syarikat persend dan adalah sebuah syatikat berhad menurut syer. Diberi di bawah tandatangan dan meterai saya di Kuala Lumpur pada 08 haribulan September 2006. NYo9/2006 a717358 vo.smenssm 314857 cory ED ALTSURUHANJAYA SYARIKAT MALAYSIA COMPANIES COMMISSION OF MALAYSIA BORANG 9 AKTA SYARIKAT, 1965 No. Syarikat ‘Scksyen 16 (4) le 608473 |H PERAKUAN PEMERBADANAN SYARIKAT SENDIRIAN Adalah diperakui bahawa NSOC SURVEILLANCE SDN. PHD. | telah diperbadankan di bawah Akta Syarikat, 1965 pada dan mulai dari 1) haribulan Mac 2003 dan bahawa syarikat ini adalah sebuah syarikat berhad menurut syer dan bahawa syarikat ini_adalah sebuah syarikat sendirian, . . KUALA LUMPUR Dibuat di bawah tandatangan dan meterai saya di pada 12 aribulan Mac 2008 ROGAYAH BTE MOHD. SAID PENOLONG PENDAPTAR SYARIKAT MALAYSIA,CERTIFIED TRI a < THE COMPANIES ACT, 1965 PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION or NSOC SURVEILLANCE SDN, BHD. ‘The name of the Company is NSOC SURVEILLANCE SDN. BHD, The Registered Office of the Company will be situated in Malaysia, ‘The objects for which the Company is established are: TO CARRY ON THE BUSINESS OF IMPORTERS, EXPORTERS, WHOLESALERS, AND RETAILERS in Information Technology (IT) Security Systems and electronic equipments, audio visual, appliances, components and operators of every description and to deal in computers, multimedia items and computer related peripherals, sotfware and consumable, to train, promote, maintain & service in and educate regarding the use of the above in or connected with the Multimedia and Information Technology (IT) industry. TO CARRY ON THE BUSINESS OF RESEARCH AND DEVELOPMENT IN COMPUTERS, ELECTRONICS, TELECOMMUNICATIONS EQUIPMENT and {0 establish, operate, manage, sell, hire out, install, ‘repair, maintain computer networks, manufacturing solutions, shop floor control and to give Information Technology training and seminar. . TO ENGAGE INTO ALL PROBLEMS RELATING TO COMMUNICATION SECTORS and others related industrial and distribution, marketing and selling, to collect, prepare and distribute information and statistics relating to any type of business or industry and to promote or propose such methods, procedures and measures as may be considered desirable or beneficial for all or any of the Company's objects. Spas. LCL coPY WA@) 4, ‘The liability of the members is li 5. The eopital of the Company is 121100,000.00 Malaysian Currency divided into 100,000 shares of RMI/- each, The shares in the original or any increased capital may be divided into several classes and thore may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise, 6 Subject always to the respective rights, terms and conditions mentioned in Clause 5 hereof the Company shall have power to inerease or teduce the capital, vide the shares into shares of larger or smaller amounts and to issue all or any part of the original or any additional capital as futly paid or partly id shares, ond with any special or preferential rights or privileges, or subject 10 any special terms or conditions and either with or without any special designation, and also from time 10 time to alter, modify, commute, abrogate or deal with any such tights, privileges, terms conditions or designations in accordance with the regulations for the time being of the Company.a) ‘We, the several persons whose names and addresses are subscribe! herato, are desirous of being formed into a company in pursuance of 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. Number of Shares Names, Addresses and Descriptions of Subscribers taken by each subscriber, YUSOFF BIN MARSON NO, 162, KG. SG, SRKAMAT wAU 12 1/2, JALAN CHERAS 43000 KAJANS SELANGOR RIC ND? $40615-10-5659 (B) i DUSINESSMAN A(ove) | MD NOR AZAM BLN AZHART A-1-4, BIOK 14 HILLSLDe APARTMENT TAMAN NELAWATT 53100 KUALA LUMPUR NRIC NO: 640311-04-5341 (BY RUSTNESSMAN Total number of shares taken 2 (TH90) Dated this 2 § FEB 2003 ‘Witness to the above signatures:- TTD Lal ABD HELMT BIN MOLD ALE 3, Level 3, Jalan Setiawan Off Jalan ‘hin Razak j 50400 Kuala LumpurCERTIFIED TRL “) ‘THI, COMPANIES A\ 1968 ABD PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION or NSOC SURVETLEANCE SEN, BHD. TABLEA 1, The regulations in Table A in the Fourth Schedule 10 the Act shal not apply to the Company except so far as the same are repeated or contained in these Articles. INTERPRETATION 2. In these Articles the words standing in the Hirst column of the Table next Definition hereinafter contained shall bear the meanings set opposite to thom cespectively in the second colnmn thereof, if not inconsistent with the subject oF context worps MEANINGS The Act » The Companies Act, 1965 and every other Act for the time being in force concerning companies and affecting the Company. The Articles ‘The Actietes of Association as originally framed oF as altered from time to time by Spectal Resolution, TheOMice The Registered Office For the time being of the Company, The Seal ‘The cammon seal of the Company. ‘The Directors... ‘The directors for the time being of the Company. The Secretary Any person appointed to perform the duties of the Secretary of the Company including any person appointed temporarily, [Expressions referring (o writing shall. unless the contrary intention appears, be construed as including references to printing, lithography, photography, and collier modes of representing or reproducing words in a visible fo Words importing the singul and wiew versa, ‘Words importing the masculine gender only shall inelude the feminine gender. ‘Words importing persons shall include corporations. fnuinber only shall include the plural number, ct as aforesaid words or expressions contained in these Articles shall ed in accordance with the provisions of the Interpretation Act, 1967 rand of the Act as in foree at the date at which these Articles becoming binding on the Company, SSedawae CRE MAICSA 4 Table A" xelutaShares wo be vader ont of Commninsion wows of hares Contiones fern of ace Coie i et ‘of one detaced lost sor desuoyed ) RIV PANY The Company is 4 Private Company, and accordingly: - (a) the right to transfer shares is restricted in manner hereinafter preseribed; (b) the number of members of the Company (counting joint holders of shares as one person and not counting any person in the employment of the Company or af its subsidiary or any person who while previously in the employment of the Company: or of ity subsidiary was and thereafter has continued to be a member ‘oF the Company) shall he limited to fifty: provided that where twa oF more persons hold one or more ahaces In che Com iwintly they shall for the purposes oF this paragraph be t ava single members (©) any invitation to the public to subseribe Cor any sbi debentures of the Company is prohibited: (d) any invitation 10 the public to deposit money with the Comp: far fixed periods of payable at cull, whether bearing at not bearing interest, is prohibited. SHARES 4. The Association sh: the under the con es taken by the subscribers to the Memorandum « 1 We issued by the directors. Sulyjeet as aforesait, the slates shall rol of the divsetors, who may allot andl issie the same te seh H nes ay the directs tink fi 2 discount except in accordance wath section $9 of the Act, Subject to the Aet. any Preference Shares may, with th sanction of an ordinary Resolution, be issued on the terms that they are, or at th option of the Company are liable, to be redeemed. 5. ‘The Company may pay a commission to any person in consideration of bis subscribing or agrecing to subseribe, whether absolutely or conditionally. ‘of procuring or agreving t procure subscriptions, whether ubsolute ar conditional for any shates in the Company. Provided that the rate per cent oF the amouat of the commission paid ov agtecd to he paid shall be disclosed in the manner required by the Act, that sue! 10 por vont of the price at whiol such sharey ate isstiod, oF ai amount equivalent to such percentage, and that the requirements uf section $8 of the Act shall be aberved, Subject « the provisions of section 54 of the Aet, sucht commission may be satisfied by: the payment of cash or the allotment af fully paid shares er pardy in one way and partly in the other. No person shall be recognised by the Company as holding any share ‘upon any trust, and the Company shall not be bound by or be required in any woy to recognise (even when having notice thereof) any equitable, contingent, future cor partial interest ia any share or any other rights in respect of any share other han an absolute right ly thereat in the registered holder, except only as by these Articles otherwise provided for or as by Aet required uF pursnant 1a any order of court Every member sltall be entitted, without payment, t0 receive within Her altotment or within one month after lodynient of teanster age dev the seal for all the stare registered in his natne, specifying. the shares to which it yelates and the amount paid up therean, provided that 40 th ceaxe of jaint holders the Company shall not be bound to issue mose that op certificate and delivery of such eettificate tw any one of them shall be sufficient delivery to all. 8. Ifashare certificate be worn out, defaced, lost or destroyed, renewed on payment of such fee not exces any, ws to evidence and indemnity the Company of investigating evidence, as the dircetors think fit and, in the of defacement or wearing, aut, on detivery af the old corti may be ng one dollar and ow such term. if6) LIEN 9, ‘The Company shall have a first and paramount tien upon all shares Gwhether fully paid or not) registered in the name of any member. either alone or Jointly with any other person, for his debts, liabilities and engagements whether the period for the payment, fulfilment of discharge, thereof shall have actually rived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares, but the directors may at any time declare any share t be wholly or in part exempt from the provisions of this Article. 10, “The discetors may sell uny shares subject to sueh Hew at such time or times nnd in such manner as they chink fit, but no sale shall be made vot such Aime asthe money in respeot of whieh such tien exists Or xOme part thereat are oF is presently payable or a libility or engagement in respect of which such li exists is Hable (o be presently filllled or diseharyed, tad notice in writing stating the amount due or specifying the Liability or engagem and demanding payment or fulfilment or discharge thereof, and giving notice of intention to sel tn default, shall have been served on such member ofthe persons (if any) entitled by transmission to the shares, and default in payment, fulfilment or discharge shall have been made by him or them for fourteen days after such notice, 11. To give effect (o any sale the directors may authorise some person to transfer the shares sold fo the purchaser and may enter the purchaser's name in the register as holder of the shares, and the purchaser shull not be bound to sce (0 {he application of the purchase money, nor shall his ttle to the shares he affected by any regularity or Invalidity in the proceedings in roforenee to the sale 12, ‘The net proceeds of any seh sale shall be applied i satisfaction of the amount due to the Company, or af the lability oF e ay the case may be, and the balance (if any) shall be paid ¢o the mernl porson (if any) entitled by transmission fo the shares so sold towards No member shall be entitled to receive any dividend or to exercise ileges as a member until he has paid all calls for the time being due and payable on, every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any) CALLS ON SHARES 14, The directors may, subject to the provisions of these Atticles, from time to tine make such calls upon the members in respect of all moneys unpaid om their shares as they think (it, provided that fourteen days notice at leust is given of each call and exch member shall be liable to pay the amount of every call so made upon him to the persons by the instalments (if'any) and at the timex and places appointed by the dircetors. 15, A call shall be deemed to have beva made at the time when the resolution of the directors authorising such call was passed. 16. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments in respect thereof. 17. Hf before or an the day appointed for payment thereat a eall ar fnstalment payable in respect of @ share is not paid, the person Irom whom the sane is duc shall pay énterest on the ammount of the cold oc instuleaeat at sich vate not exceeding 10 per cont per annum as the directors shall fix fram the day Appointed for payment thereof t the time of actual payment, but the directors may waive payment of such interest whally or i pact 18, Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, whether on account of the amount of the share or by way or premium, shall, for all purpose of these Articles, be deemed 19 bbe a call duly made and payable on the date fixed for payment, and in case of non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the like, and all the relevant provisions of these Articles, shall apply as if such sum were a call duly made and notified ax hereby provided. 19, ‘The directors of shares For a difference ‘culls to be paid and in the ti sutch shares in the amount of alls. Company tone a promot Ken fi by Bvidence Appleton of woceeds Meniee not eaited tadlividend orto vente pl Directs ay ake call cm Joint hoiers log call Aston ells Payee of allAdvance cll Taansterin “Teameeor' Right Diectos may wise rexiteation of eater. Teanter fee Clusing of registers Teaniesion oron ented to reouve and give charge fot ‘ident, Nate to pay eats Foxmof Notice. am 20, The directors may, if they think i, receive from any a to advance the samme al or any part of the moneys €we upon his shares be ity alled up tern, ad upon the imyneys wo pain advance, or 30 much thereot as exceeds the aunoual for the time being called up on the shares in fespect of whieh such advance has been made, the directors may pay or allow uch interest as may be agreed between them and such member, in addition to the dividend payable upon such part of the share in respect of which such advance hhas been made as is actually called up. TRANSFER OF SHARES: 21, 8 but every ti fort bjeet wo the restrictions of these Articles, shares shall be transferable + shall he In writing in the usual common fornt or in suck other ors shall From time te time approve, and shall be eft at the shares to by transfered and such wwonably require to sow the right 22, The instrument of uansfer of any share shall be executed by or on behalf of the transferor, and the transferor shall be deemed to remain the holder fof the share until the name of the transferee is entered in the register of members in respect thereof. 23, The directors may, in their discretion, and without assigning any reason thereof, refuse to register a transfer of any share to any person of whom nol approve, and they may also refuse to register 4 transfer of any share h the Company bay & lien, Uf the directors refuse W register a Gansfer they shall within one month after the date on which the transfor was lodged with, the Company send to the transferee notice of the refusal in weeordunce with ection 105 of the Act 24. ‘The Company shall be entitled to charge a foe not exceeding one Ringgit Malaysia (RM 1/-) on the registration of every Iransfer. 25, ‘The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine, provided always that such registration shall not be suspended for more than thiety days in any year TRANS ‘MISSION OF SHARES 26, Ith the death of member the survivors ar survivor, where the duecused was a jolat holder, and the exeeutors oF Adri ns oF the cused, where he was a sole or nly surviving holder shall he the only persor ay tthe (0 his shares, but nothing heceit ved joint holder front any Hability i respect of any share jointly held by h 27, _ A person entitled to ashare by transmission shill be entitled to receives and may give a discharge fur, any dividends or other moneys puyuble in respect of the share, but he shall not be entitled in respect of it to receive notice of or to attend or vote at meetings of the Company or, save as aforesaid, to exercise any Of the rights or, privileges as a member unfess and until he shall become a member in respect of the share, FORFEITURE OF SHARES. 28, I any member fails 10 pay the whole or any part af any call or instalment of a call nn hetave the Sy appornted for the payment thereat, the direotors may at any time thetentier, during such time as Uhe call ar instalment or fany part thereof remains unpaid, set him or on the person entitled to The share by transmission requiring him to pay stich call or instalment oF such part thereof as remains unpaid, together with interest al stich rate not exceeding 10 per cont per annum as the directors shall determine, and any expenses that may have accrued by reason of such non-payment, 29, ‘The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which such call or instalment, or such part as aforesaid, and all interest and expenses that have acerued by reason of such non-payment, ate to be paid. It shall als the place where wyiment is to be made, and shall state that, in the event of oon-payment at or cfore the time and at the plice appointed, the shares in respect of which such ceall was made will be Hable to be Farfvited:| | “) 30. Hf the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice hax given may at any time thereafter, before the payment required by the no made, be forfeited by a resolution of the directors to that effect, A forfeiture uf shares shall include ail dividends in respect of the shares not actually paid belore the forfeiture notwithstanding that they shall have been declared. 31. When any share itas been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder af the share o to the person entitled to the shares by Gansmissian, as the ease may be, and an entry of stich notice having been given, and of the farfeituce with Ul shld fortiosith he made in the register oF members apposite 16 th 82. Notwithstanding: any sueh fortwiture us afoy ny Line before the fortuited share has bes forfeiture upon the expenses ineursed thoy shall see fit, jul the divectors nay, utlierwise disposed of, annul the jerms af payment of all ealls and interest due thereon and all respect of the share and upon such further teens (iF any) as 33. Every share which shall be forfeited may he sold, re-allotied or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person upon such terms and in such toanner as the dircetors shail think fit, and the directors may, if necessary, authorise some person to transfer the same to such other person ay hlaresnid. A sharchalder whose shares have heen forfeited shat wstwitbstanding, be Hate to pay tw the Company all ells inade and not paid on such shares at the Hime of forteiture, anil interest thereon to the date of paynwent, in the same munnet in all vespects as IF tho shares liad not been forfelted, and co satisty all Gf any) the claims and demands which the Company might have enforced in seapect al the shares at the time of forfeiture, without any deduction o¢ allowance for the value of the shares at the tine af forfeiture, 35. ‘The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demunds against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or are by the Act given ar imposed in the ease oF past members, 36. A statutory doclarati ng thatthe declarant is & dinector af Us Company, and that a share 1 duly Forfeited in pursiance of thes Articles, and stating the date upon whieh it wus forfeited, shall, ay against al persons claiming to be entitled to the share adversely to the Farteiture theeeat, be conclusive evidence of the fue therein stated, al sue declaration, together With the reveipt of the Company’ for the consideration (if auy) given for the share fon the sale or disposition thereof, and a eenifiete of proprievorship of the share under the seal delivered to the person to who the same is sold oF disposed of, shall constitute a good title to the share, and such person shall be registered asthe holder ofthe share und shall be discharged from all ealls made prior to such sale or disposition, and shall not be bound to see to the application of the purchase money (if any), nor shall his title to the share be affeeted by any act, omission oF irregularity relating to or eonneeted with the proceedings in reference ta the Forfeiture, sae, resallatmient ae disposal af the share, CONVERSION OF SHARES INTO STOC ¥7. C1) ‘The Compuny may by ordinary resolution passed at a general meeting convert any paid shares into stock and reconvert any stock into paid up shares af any demominati (2) The holders of stock may transfer the sume or any part thereof in the same manner and subject to the same regulations ax and subject to which the shares from which the stock arose might previously to conversion have been (ransferred or as near thereto it: but the directors may fron. time to timo wount of stock transferuble and restrict or ud the Wansfer of Fractions of that miniwam, but the wuny shall nor exceed the nontinal anouat af the shares frum which the stock muse Shaees Wtere Notie for forfere Diets ay allow flere Shave eevee orfwied Shas ‘nay be saldor ite Aor abe pi ‘otvidstantng feck Feet of Shes sal insole terest nad ‘ain past Company Hvhlence of fone ae ity of ao Shows iat Stk an! comes Shascholder of| stock may transfer beens,Petition in alvidends and pts Poison appicable hn pup Shes py tock Power increase pit Company may ae Inseopital in cern nays, Reduction of api. Rights of Sharh 1s ay be lee traoninry Gert Meeting, Novia of meeting forspecia Aesaltion, o) A) The holders of stock shall according Co the amount of the stock held by them have the same rights, privileges and advantages a regards dividends voting at mectings of the Company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and in the ass up) shall be conferred by any such aliquot would not if existing in shares have couferred that privilege or advantage, @)— Such of the regulations of th idl-mp share share: hold pany as ace applicable to and the words "shar “took” and stock ALTERATION OF CA\ ‘AL 38, The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. 39, ‘The Company may by Ordinary Resolution:- (a) Consolidate und divide all or any of its shure capital into shares of larger amount thin its existing shares; oF oy its existing shares, or any of ther ount that is fixed by the Memorund wevertheless, to the provislons af the Act, aud so tha 4s between the resulting shares, one or more af such shaces may by the resolution by which such sub-division ix effected by given any proference or advantage as regards dividend, capital, voting or otherwise over the others or any other of such shares; or (©) Cancel any shares not taken of agreed to be taken by any person, 40. ‘The Company may by Special Resolution reduce its share capital and any capital redemption reserve fund in any manner authorised and subject to any ‘conditions prescribed by the Act, MODIFICATION OF CLASS RIGHTS 41. Subject to the provisiuns of section 65 uf the Ac rights, privileges or conditions class of shares for the time bel any. ‘of the share capital of the Compan; varied, extended or surrendered ith the sanction of an Extransdinary Resolution passed ul a separate meeting of the members of that class yy such separate ‘mecting all the provisions of these inys of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be members of the class holding or representing by proxy one-third of the share capital paid oo oredited as paid on the issued shares of the class, and every holder af shares of the class in question shall he entitled on a poll to ane vote far every such share held by him, GENERAL MEE! 42. Anannval genet meeting of the Con with the provisions of the Act. AID ‘nceting shall be called extraordinary general meeting, 43. Subject to the provisions of the Act relating to Special Resolutions and agreements for shorter notice fourteen days" notice at the leas. specifying the place, the day and the hour of meeting, and in the case of special business the {general nature of such business shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Arlieles ent notices ‘of Gencral Meetings fram the Company, but with the consent of all persons for c ‘A miceting may be convened upon a shorter manner ts such persons may approve. ‘The accidental oxissi to the nbn receipt of such notice by, any poe «lings of any resolution passed at any sich meetinga4 8 ahall he xpocial that is transacted at general meeting, and also all that is transacted at an seneral mnveting. with the exception of declaring a dividend, the consideration wf the accounts, batance: sheets, and report of the directors anid auditors, the election af dieectors in the luce of those fetiring, and the appointment and fixing ofthe remnneration of the uditors. extea-ordinary 48. Subject to the provisions of the Act a resolution in writing signed by all the members for the tine being entitled to receive notice of and attend and vote at Genera) Meetings (or being corporations by their duly authorised representatives) shall be valid and affective as if the same had been passed al a General Meeting of the Company duly convened and held, and may consist of several documents in the like form each signed by one or more members. PROCEEDINGS AT GENERAL MEETING 46. No business shall be transacted at any general meeting waless a quorum of members is present at the time when the meeting, proceeds to business. herein otherwise provided, two members present in person shall be a qh For the purpose of this regulation “memb proxy or as representing a eorpon 47, 1 within half an hour from the time appo quoruin is not present. the mecting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the sume day in the neat week at the sume tine and place, or to such other day and at su Lime and place as the directors muy determine, 48. ‘The chairman, if any, of the board of directors shall preside as man at every general meeting of the Company, or if there is no such chairman, or if he is not present within fifteen minutes after the tne appointed for the holding, of the mecting or is unwilling to act, the members present shall clect one of their number to he chairman of the meeting, 49, ‘The chairman may, with the consent of uny meeting at which a quorum ‘is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shail be transucted at any adjourned meeting other than the business left unfinished at the meeting from which the adjourment took place, When a meeting is adjourned far thitty days or more, notice of the adjourned meeting. shall be given as in the ease of an original mecting. Save as aloresaid it shall not he aecessary 16 give any notice of un adjourn oF of the business io bo transacted at an adjourned miceting, 30, A neral me 2 4 resolution put fo the voto of the meeting shall be decided on a show of ftands unless a poll is (before oF aa the declaration Of the result on the show of hands) demanded (a) by the chaieman; (>) _ by at Least two members present in person oF by proxy; (©) by any member or members present in person or by proxy and representing not less than one-tenth af the (otal voting rights of all the members having the right to vate at the mecting; oF (4) by 4 member or members holding shares in the Company conferring a right to voteat the meeting being shares an which an aggregate sum has heen pic up equal « not less than one-tenth of the total sum paid up on all the shares eonterring that right Unless a pall ix su demanded a deetaration by Ue chairman that a resotution hhas on a show of hands been carried or eattied unanimously, or by a particular majority, or fest, and ait entry to that effect in the hook comtaining the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion vf the votes recorded in favour of or against the resolution. ‘The demand for a poll may be withdrawn. 51. Ifa poll ix duty demanded it shall be taken in such manner and either atonce or after an interval or adjournment or otherwise as the chairman directors, “and the resulis of the poll shall he the resolution of the meetings at which the poli was demanded, but a poll demanded on the election of a chairman or on a question of adjouroment shall he taken forthyvith, Stes Naser, Resnatons in sting sgn yall somber etecve Quon When quran ton ‘Chainan of Genera Meeting Power tn adj Gent esting How question i be seeded st eetng, Pat toe inken,Chalenan to have eating votes, Right voe Joint olde wilt cal pei, Vote tte taken a8 halen shall tlre Prosy tobe fa wating. um of proxy, Inseam sppoining proxy to be deposited. ap 52, _ In the ease of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a sceand oF casting vote. VOTES OF MEMBERS 533. Subject to any rights or restrictions for the time being attaching (0 any class or classes of shures, at meetings of members or of classes of members euch members entitled to vote may vote in person or by proxy or by attorney and on-a show of hunds every person present who is a member or a representative of A member shall have one vote, und on a poll every member present in person or by proxy or by attorney or ther duly authorised representative shall Ikave one vote for every such share he holds, 54, tn the ease af joint holders th \whethor in person or by proxy, shall he the other juint holders: and foe this, ‘order in which the names stand in th vote of thy senior who tenders a vote, c accepted to the exelusion af the votes of eniority shall be determined by the ster of members, 55, A member who is of unsound mind or whose person or estate is Hable to be dealt with in any way under the law relating to mental disorder may vote, whether on a show of hands or on a poll. by this committee or by such other person as properly has the management of his estate, and any such committee or other person may vote by proxy or attorney. 56, No member shall be entitled to vote at any general meeting unless all ‘ealls or other sums presently payable by him in respeet of shares in the compuny bave been paid, 57. No objection shall be raised to the qualification of any voter exept al the necting oF adjourned mevting, at which the vote objected tw is given Or tondered, and every vote not disallowed at such mecting shall be valid for all Purposes. Any such objeetion made in due time shall be feferved to che chairman of the meeting, whose decision shall be final and conclusive. 58. ‘The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointer of of his attorney duly authorised in writing or, if te appointer isa corporation, either under seal or under the hand of an officer of attorney duly authorised. A proxy may but need stot be « member of the company, The instrument appointing & oxy shall be dected to canter authority to demand or join in demanding a poll. 59. Where itis desired to afford members an opportu sugulnst a cesolution the Instrument appaiating a proxy shall form ora form as near thereto.as wen i We, being a members members of the abovenamed Company, hereby appoint of + or failing him of + a8 my/our proxy to vote for ‘me/us on my/our behalf at the (annual or extraordinary, as the ease may be) general mecting of the Company, to be held oi the day of ‘and at any adjournment thereat Signed this day of ‘This form is to be used + ap » Stuike out whichovur isnot desi, (Unless otherwise tnsemoted, the nosy may ote a he thinks f of the resulution 60. _ ‘The instrument appointing a proxy and the power of altorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the conipany, or Ersuch other place within Mataysta a is specified for that purpose in the node convening the meeting, not less than forty-eight hours before the time for holding the mecting or adjourned meeting at which the person named in the instrument ed 10 vote, or, in the case of a poll, not less than (wenty-luur hours before appointed for the taking of the poll, and in defuult the instrument of proxy shall not be treated as valid,ay 61, A vote given in accordunee with the forms uf un instrament af proxy’ fo attorney shall he valid notwithstanding the previous death or unsoundness of ind of the principal oF revocation of the instrument oF of the authority under which the instrument was exccuted is given, if no intimation in writing of such death, unsoundness of mind, revocation or transfer as aforesaid has been received by the company at the rogistered office before the commencement of the mecting, ‘or adjourned meeting at which the instrument is used, DIRECTORS APPOINTMENT, ETC, 62. ‘The first directors shall he YUSOFE’ BIN MARSON and MP NOR. AZAM BIN: NAHARL 63. At the fiest annual general weeting of the company all the directors shall retire from offive, and at the annual general meeting in very subsequent year one-third of the directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office, G4, A tetiring disector shall be eligible for re 65, ‘The directors to retire in every year shall be those who have bi longest in office since their Inst election, but as between person who hecome direetors on the sume day those to retire shall (ontess they ollierwise agree among themselves) be determined by lot 66. The eampuny ab the meeting at whieh a director so retires vacated office by electing @ person thereto, and in default the retiring director shall i offering himself for re-election and not being disqualified under the Act from holding office as a director be deemed to have been re-elected, unless at that meeting it is expressly resolved not to fill the vacated office, unless a rest for the re-election of that director is put to the meeting and lost. ay fll the: 67. The company may from time to time by ordinary resolution passed at 8 general meeting increase or reduce the oumber of dircetors, and may also doternting in what rotation the inereased or reduced number is tn go out of office Until and unless otherwise determined 4s aforesaid the number of directors shall bo not fess than two sid not more than nine GX. ‘The directors shall have power at any time, and from time to time, to ppotat any person to be adireccor, either ( fill a casual vacuney or as an addition lo the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these regulations. Any director so appointed shall hold office only untill the next following annual general meeting and shall then be eligible for re-election but shall nat be taken into account in determining the directors who are to retire hy rotation al that meeting, 69, ‘The company may by ordinary resolution remove uny director hefore the expiration of his perind of affiee. y by an ordinary resolution appoint nother person in his sloads the person so appointed shall be subject to retirement a tho same time as if he had become a disector an the day on which the direetor in ‘whose place he is appointed was last elected a director 70, ‘The remuneration of the directors shall from time to time be determined by the company in general meeting. ‘That remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel, and other expenses properly incurred by them in attending and returning from nceting of the directors or any committee of the directors or general meetings of the company er in conncetion with the business of the company. 71, ‘There shall be no shareholding. qualification for directors, Revo of auoriy ewrement of inet felbie tor etton Determination ot ects trite ction i rarer ot Digetrs. Cat yam aah sppatnes eva of Deets Remuneraio of Diets Quabtiaian of DestOtge of Dacetore ‘estan cetin General powers of the Company ‘ested in Directors Paver of Presta te Wowow and se fof Dehentre. Bronch register. Dixctors may tenes oppo ronelusve svidenee Meelis aay 14. ‘The office of drcetas shall became vacant if he director (a) eeauen tr be a diveetar by vine af the Ack, : th) becomes hanirupt or makes any atangement or compost wrth is eaditors generally: Gey _Recomes prohibited trom being adiectorby reason of any order thao under the Act (2) Mecomes of unsoond mind ora person whose person or estate is Table to be dealt with in any way onder the Taw relating (0 mental gino ea Ce) fesigns his office hy notice n writing 4 the company. GH for hove than six months ts ahsent without permission of the tivector rom mectngy ofthe diectors Hel during tt period. (2) Without the consent of the company fn gencral meeting holds ny other afiie a profit under the company except that of imanazingalvectr of mangers oF (hy Ieaeetly or ingiyetly inerested in any contrat or proposed Contract wih the company ana fast declare the nate of Hix tnteres in manner rues hy the ACG POWERS AND DUTIES OF DIRECTORS 73, ‘The business of the company shall be managed by the directors who may pay all expenses incurred jn promoting and registering the company, and may exercise all such powers of the company as are not, by the Act or by these ‘regulations, required (6 be exercised by the compuny in general meeting, subject, nevertheless, to any of these regulations, w the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid regulation or provisions as ay be prescribed by the company in geaetal meeting, bot ao regulation made by io eompany in pesieral miccth e any privr wet of the directors whieh would have beew valu If that regulation had not bun made 74, ‘The directors may exercise all the powers of the company to borrow money and (o mortgage or charge ils undertaking, property, and aincalled capital, of any part thereof, and to issie tures and other securities whether outright fF as security for any del y. oF obligation of the company or of any third party. 78, The directors may exercise all the powers of the company in relation any official seal for use auitside Malaysia and in relation to branch register, 16, The divectors may from time to time by power of att corporation, firm, oF person or bouly of persons, whether nominated directly or indirectly by dhe dieetors, tw be the attorney oF attorneys of the company. for such purposes and with such powers, authorities, and diveretions (not exceeding those’ vested in or exercisable by the directors under these regulations) and for h period and subject to suich conditions a they may think fit and aay such powers of altorney may contain such provistons forthe proteetion and convenience ff porsons dealing with any such attorney as the directors may think fit and may als ahorive any sh attorney to dleyae a or any othe powers, authorities, and disctetions vested in hin ney appoint any 77, All cheques, promissory notes, drafts, bills of exchange, and other negotiabie instruments. anil all receipts for money paid to the company, shall be signed, druwn accepted, endorsed, oF otherwise executed, as the case may be, by other munncr as the directors from time to ti n Il appointments of ollicers to he engaged in the management fof the company’s affairs; (>) of uames of directors present af all meetings f the company and af the directors, and (6) af all proceedings at all mes incetors. all be signed by the chairman of the meeting at which the held or by the chairman of the next succeeding meeting. PROCEEDINGS OF DIRECTORS 79, ‘the directors may meet togetiee For the despatch of business adjourned and othetwise regulate their meetings as they think fi A director may at any time tu the secretary shall on the requisition oF a diteetor summons a meeting of the ditectors hy giving them not less than seven days notice thereof unless such roqulrement is waived by then igs of the company and of the Such minutes proceedings weiaay 80, Subicct te these regulations, questions arising at aay meeting of directors shall be decided by w najority of votes and a determination by a majority of directors shall for all purposes be deemed a determination af the directors. In cease of an equality if vates the chairman of the meeting shall have a second oF casting vote 81. A director shall not vote in respect of uny enniract oF proposed contract with the company in which be is interested. or any mutter arising thereout, And if he does so vote his vote shall aot be counted, 82. Any divector with the approval ofthe dicectors way appoint any person Ghar ne of the company et the wale auc ect Im his pluce daring ach pero a he thinks it, Any person while He st holds ote {sun alrnate or substitate director shal he emitted ta noice of meetings of the directors nd to ated ad we therent agcordingly, ant exerette al the powers ‘the uppotnter tn his phic. Am alternate on substitute deel shall not requte ny nat qualification, and sll fps facto vacate office ithe appoiner ates oilice ay a diector or temoves the appointee tram office, Any sppointaent removal under this regulations shal be effected hy notice in wrtane under the Nand of the vcctor making the same. 83. The quorum necessary for the transaction of the business of the directors may he fixed by the dircetors, and unless so Fixed shall be (wo. Bd. The com thei body, bot 1 a ning directors may act notwithstanding any vacaney in (0 long as their number ts reduced below the number fixed by pura to th company as the necessiry quorune nf director, the comtinuing ditectors vr director may aet for the purpese of rmereasiny, the nomber of directors to that number oF of sununoning a general miceting af the company, hut for av other purpose, 85, ‘The duvetors may elect a charm the period for which he is to hold office; ba aC any meting the chaliman is nol prasent within ten minutes after he time appointed for holding the meeting, the directors present may choose one of their riiember to be the chairman of the meetings. v of their mectings and determine ‘uo such chalrman is elected, or if 86. ‘The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any eommiti ereise of the powers s0 delegated conform to ‘any Fegulations that may he imposed on it by the directors, 87, Acommities iy elected, a if st any meeting the ehal after the tine appointed for holding the mi mt Dprexent may choose ane of thice nusaher to be chairman of the mesting. lected a chairman of its meetings; if ne such chairman 88. A commitice may meet and adjourn arising at any meet present, and in the case of an equality of voites 1 or casting vote. {t thinks proper. uestions shall he determined by a majority of votes of the members second 89. All acts done by any meeting of the directors of of « e¢ direotors or by any person acting as a director shall, afterwards discovered that there was some defect in the 4 ‘of any such ‘son acting us aforesaid, or that they or any of them were disqualified, be as valid ax if every such person biad been duly appointed and way qualified 0 be a director. tit is 90. A resolution in writing signed by in Malaysia for the time being entitled to re (ors, shall lid and effectuat as if it had een passed at meeting. of ‘ors duly convened and held. Any such resolution may consist af severad in like form, each signed by ong or more directors ajvity of thy direct docune’ MANAGING DIRECTORS 91, The directors may from tine to time appoint one oF mote of their body tthe office of managing director for such period and on auch terms as they think fitand,stjcet to the terns of any agreement entered into in any particular case ny such appointient, A dncetor so appoiaod shall not, while i he subject a retirement hy tation or be taken Toto account in determining the roltlan of reurement of directors bat his appolativent shall he watanatcaity determined Hf he enses fot any ene the a Wied Reatleton 99 Appoininest of arnt Quocem. umber vewuced bee nr iran Cominees sion of Cont, Meetings of Validity of ats wshete aptient fetecie estan on iting se by Diseeas ffeave Appoininent of Managing Dinca,Remoectation of Managing, Divectr, Powers. Appointment of sito ects Secretary. Custoy and iiing oF 2 acc ep dow of Dividend No orst on ‘npaid Dividends Payment of Dividers. «sy 92, A managing director shall, subject the terms of any agreement centered into in any particular ease, receive sueh remuneration (whether by way of salary, commission, or participation in profits, ar partly in one way und partly io another) as the disectors may determine. 93. The directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with oF to the exclusion of their own powers, and may {rom time to time revoke, withdraw, alter, or vary all oF any of those powers. ASSOCIATE DIRECTORS 94, ‘The directors may fro appoint any person to be an associate director and may fort me cancel any such appointment. ‘The directors may frx, determine and vury the poswers, duties and remuneration of any person so appointed, but a person so appointed shall not be required to hold a share to qualify him for appointinent nor have any right to attend to vote at any iceting of directors except by the invitation and with the consent of the directors. SECRETARY 95, The see tary shull in accordane the Act be appointed by the direetors for such te fon, and upon such conditions as they may think fit, and any nay bo remaved by them. The first ny shall be HAZHAR RIN BAKRE (LS 01973) SEAL. 96, ‘The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorised by the directors in that behalf, and every instrument to which the seal is affixed shall be signed by a director und shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose. ACCOUNTS: 97, ‘The directors shall cause proper accounting and other tecords to be kept and shall distribute copies of balance-sheets and other ducuments as required by the Act and shall from tine 0 time determine whether and. to what extent and: {a what times and places snd sutder what conditions of regulations the accounting, and other records of the company oF any of them shall be opened to the inspection ‘of members not being directors and no member (not being « director) shall have any right of inspecting any account or book ar paper of the company except as conferred by statute or authorised by the directors or by the company in general meeting. DIVIDENDS AND RESERVES 98. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommencled by the directors. 99, dividends directors may from tne to time pay to the members stich interim ppeat tu the dieectors to be justified by the profits af the company, 100. No dividend shall be paid otherwise than out of profit or shall bear ‘against the company, 101. The disectors may, before recommending any dividends, set aside out of the profits of the company such sums as they think proper as reserves which shall, atthe diseretion of the directors, he applicable for any purposes to which the profits of the company may be properly applied, and pending any such application may, atthe like discretion, either be employed in the business of tho ‘or be invested in such Investments (other than shares inthe company) a8 yy from tims to time think ht. “The directors may also without placing the same to reserve carry forward any profits which they may think prudent 190 to divide A ((6) 102, Subject the rights of persons, i€any, entitted to shares with special rights as lo dividends shall he declared and paid according to the amounts pard oF credited as paid on the shures in respect whereof the dividend is paid, but n amount paid or eredited as paid on share in advance of cally shall be treated for the purposes of this regulation as paid on the shares. All dividends shall be apportioned and paid proportionately to the amounts paid or eredited as paid on te shares during any portion or portions of the period in respect of which the dividend is paid: but if any share is issued on terms providing that it shall cank Jor dividend as from « particular date that share shall rank for dividend accordingly. 103. “The directors may deduct from any dividend payable to any member 1 suns af money, if any, prexeatly payable by hina to the company on account of calls ur otherwise i relitlun 10 the shares of the company, 104, Any general meeting declating a dividend or banus may direc payment of such dividend or bonus wholly or partly by the distribution af specific assets and in particular of paid-up shares, debentures or debentures stock of any other company or in any one ar more of such ways and the directors shall give effect to such resolution, and where any difficulty arises in cegard co such distribution, the directors may settle the same as they think expedient, and fix the value for distribution of such specific assets or any part thercof and may determine that cash payments shall be made to any members upon the faoting of the value so fixed in order to adjust the rights of all parties ancl may vest any such specific assets in trustees as may sven expedient 0 the directors, 105, Any dividend, interest, o¢ other money payabl shares muy he paid hy cheque a? warrant sent ahraugh the past direct to Ihe tore aukdvess of the baller or, in the ease of joint holders, to the registered auldress of that one af the joint holders who is first named on the register of ners oF to such person and to sich address as the holder oF joint holders may in writing ditcet. Every such cheyue or warrant shall be made payable to the order of the person to whom itis sent, Any one oF Iwo oF more joint holders may give effectual receipts for aay dividends, bonuses, or other mowey payable in Fespect of the shares held by thei us joim holders u eash in respeet af CAPITALIZATION OF PROFITS: 106. The company ip general meeting may upon the recommendation of the direetors resolve that it ix desirable to capitalize any part of the amount for the time being standing to the credit of any of the company’s rexerve accounts oF tw the ceedit uf the profit and logs account or otherwise available for distribution, and accordingly that such sum be set feee for distribution amongst the members who would have been entitled qhereto itdistributed by way of dividend and iy the same proportions on conditions that the same be not puid in eash but be applied either in or (owards paying up any amounts for the time being unpaid on any ares held by such members respectively or paying up in full unissved shares oF debentures of the company to be alloted and distributed, credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the directors shall give effect to such resolution, -serve may for the purposes issued shares to be issued to members af the company ax fully paid bonus shares, 107. Whenever such a resolution as aforesi directors shall make all appropriations and applic resolved to be capitalized thereby, and all Slutres or debentures, any, and generally shall do all acts and things eequired 10 ive effect Uiereto, with Full power to the directors to make such provision by the {issue of fractional cettificatex or by payment in cash or otherwise as they thiok fit for the ease of shares of debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members entitled thereto imo aan agreement with the company providing for the allotment to them respectively, ‘credited as fully paid up, of any further shares or debentures to which they bbe entitled upon such capitalization, or (as the case may requite) for the payment up by the company on their behalf, by the application thereto of their respective proportions of the profits sexolved 19 be eapitalized, of the amounts 0 the amounts remaining unpaid on their existing shares, and lunder authority shall be effective vad binding am all such members, {shall have been passed the ons of the undivided profits Motments and issues af fully paid Dive pay uly Debs may he hae Payient of Aldo tap bypastant Pome to capital, H4eet of wsaaon weap couseow notices tobe served meres. atest jot lders oe to persons entitled by Pern cai 4 Indra. 7) NOTICES, 108, A notice may be given b; the company to any member either personally or by sending it by post to him at his registered address, of (if he has no registered address within Malaysia) to the address, if any, within Malaysia supplied by im to the company for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing, and posting a letter containing the notice, and to have been effected in the ease of a notice of a meeting on the day after the date of its posting, lund in any ocher ease at the time at which the lever would be delivered in the ordinary course of post 109. ® notice may he given by the company 10 the jolnt holders of a share hhy niving the notice (a the joint holder fiest named in the register of members in sespeet af the sla 10. A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deccascd, or assignee of the bankrupt, oF by any like description, atthe address, if any within Malaysia supplied for the purpose by the persons claiming to be so entitled, or (uatl such an address has been so supplied) by giving the notice in any manner in whieh the same might huve been given i the death or bankruptey ha not occurred. UL, (1) Notice of every general n hereinbefore anthorised to: ng shall be given in any manner (a) every member; (b) every person entitled to a share in consequence of the death or bunkruptey of a member who, but for his death or bankruptcy, would be entitled ¢o receive notice of the veeting. wt widitor for the time being af the company. (2) No other person shu! he ei meetings. led to revive notices af general WINDING UP 112, IF the company is wound up the liquidator may, with the sanction of a special resolution of the company divide amongst the members in kind the whale for any pact of the assets of the compuny (whether they consist of property of the sume kind or not) and may for that puspose set such value as he deems fair upon ny property to be divided! as aforesaid and may determine how the division shall lic curried ont as between the members or different classes of members. The iquiddator may, with the Hike stnction, vest de whole or any paet of any such ‘nse in teustees upon trusts for the benefit of the eontributories asthe liquidator, with the Hike sanetion, thinks fit, hut so that no mentber shall be compelled ta accopt any shutes or other securities whereon there is uny liubllily INDEMNITY 113. Bvery director, managing director, agent, auditor, secretary, and other “officer for the time being of the company shall be indemnified out of the assets of the company against any lability incurred by lim in defending any proceedings, whether civil or eriminal, in which judgement is piven in his favour or in which he is aequitted or in conncetion with any application ander the Actin which relief is granted to him by the Court in respect of any negligence, default breach of duty oe reael of trastgy We, the several persons whose names and addresses are subscribed hereunder being subscribers hereby agrec to the foregoing Articles of Association. Names, Addresses and Descriptions of Subscribers YUSOFE BIN MARSON NO. 161, KG. SG, SEKAMNP BATU 12°1/2, JALAN CHERAS 43000 KAJANG SELANOOR ‘tb NRIC NO: 540615-10-5659 (B) BUSINESSMAN MD NOR AZAM BIN AZHARL As1-4, BIOK M4 HELLSTDE APARTMENT. ‘TAMAN VELAWATT 53100 KUALA LUMPUR ne NRIC NO: 640321-04-5341 (B) Puy -INESSMAN Dated this 2 § FEB 2003 Witness to the above signatures:- Taisen bd, ABO HELM BIN MOD ALT 3, Level 3, Jalan Setiawan Off Jalan Tun Ravak 50400 Kuala Tanpur Lexigod by: MI CORTORATE CONSULIANTS 3, level 3, Jalan & Off Jalan ‘Tun Razak 50400 Kuala Lumour Phone: (603) 4045 1200 Fax: (603) 4044 SDN. BHD, B104