Memorandum of Association & Articale of Association

The Companies Act, 1994

L S MILLS LIMITED

A PRIVATE COMPANY

LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

The Companies Act, 1994

(Act XVIII of 1994)

A Private Company Limited by Shares

Memorandum of Association

Of

L S MILLS LIMITED

I.            The name of the Company is L S MILLS LIMITED.

II.            The Registered Office of the Company will be in Dhaka, ……………………………………………………………………..

III.            The objectives for which the company is established are all or any of the following provided that permission/approval/license from the Government or its appropriate agency and the concerned local government authority shall be obtained wherever it is so required by law, rules or regulations:

1.       To acquire and take-over as a running partnership concern owned (i) Md. Khurshid Alam, S/o. Late Alhaj Md. Ayet Ali Sarker, (ii) Md. Shamim Hossain, S/o. Late A.F.M. Shahadat Hossain & (iii) Md. Abdul Kader, S/o. Late Md. Sirajul Islam by the name and style of “M/s. Lylac Spinning Mills” with the goodwill thereof and for the purpose thereof acquire and take-over all assets and Liabilities of the Firm including contractual rights and obligations and specially to take-over all the rights of movable and immovable properties.

2.       To buy, sell, import, Export, indent and deal with all sorts of machineries, Equipments, spares and all other mechanical, technical and non technical items and appliances, parts and components required directly or indirectly for set up. establish, promote, develop, manage and smooth running of garments industry to promote its production, storing, marketing, selling, and distribution purposes both at home and abroad.

3.       To buy, sell, export, import, indent, promote and deal with sewing thread, collar bone, embroidery thread, buttons, hooks, plastic clips, chains, labels, printed or plain boxes and any other items those may be required for raw materials, packing materials and garments industry both home or abroad.

4.       To establish and operate Knit composite mills, textile mills, sizing, dyeing or printing mills, finishing mills both for manufacturing of knit and woven fabrics made of cotton, synthetic, woolen, rayon and any other fibers for 100% export purpose.

5.       To carry on the business of designing, manufacturing, dyeing, printing and marketing readymade woven & knit garments including all kinds of casual ware and Ladies and Gents, garments and requisites made of both synthetic and non-synthetic materials produce by mechanized, semi-mechanized means for importing and exporting from and to countries of the world.

6.       To Set up, establish, build, construct, run, manage and install textile mills, cotton mills, weaving, dyeing and finishing facilities, garments factory and any other like business of spinning, knitting and or otherwise manufacturing, bleaching, merchandising, calendering, finishing and selling domestic method or export of cloth, yarns and other like nature of goods and merchandise.

7.       To set up a 100% Export oriented ready-made garments factory with embroidery machine manufacturing wears & children wears of various kinds, sizes and designs made of cotton yarn, nylon, rayon, polyester silk, artificial silk and other fibrous materials and also to buy, sell import and otherwise deal of cotton yarn, silk, artificial silk, nylon or fibrous materials and also the products and by products made thereof.

8.       To carry on all or any of business of dress makers, export oriented garments, designers tailors clothing outstanding outfitters, glovers dealer in Ready-made Garments, Sweater Factory, Woven, cotton, nylon, silk, artificial silk, woolen goods, Leather, Plastic, jumpers, rayon, jute goods, textile & jute industry and knitting of all sorts

9.       To carry on the business of automatic computerized embroidery on various apparels, clothing, caps, leather garments, shoes and other leather items, handicrafts, other materials as required by the buyers.

10.   To set up industries for knitting all and every kinds of hosiery goods and for manufacturing gents, ladies and children clothing, wearing apparels and uniforms of every kind, nature, size and description out of cotton, silk, artificial silk, wool and other synthetic fabrics.

11.   To establish and run a readymade garments washing industry & garments industry for manufacturing of all kinds of casual and apparels wear for ladies gents Boys, girls & infant made of knitted fabric, cotton, textile, synthetic and non-synthetic materials and also to establish and run a 100% export oriented packing industry for making preparing of cartoons, box, packed including labels, and other accessories industries.

12.   To carry on the business of Buying house, Importing, Exporting, Selling and stocking of Garment accessories, Yarns, Hosiery/Fabrics, Dyes Chemicals, Parts an Spares of Machinery’s and any other goods merchandise in order to run a smooth day to day operation of the business unit.

13.   To establish, promote, develop, manage control and run the manufacturing process of cartoons, packing materials and all sorts of Accessories   and packing materials industry for Ready-made Garments Industry.

14.   To import, export, indent, sale, purchase and run as commission agent principal and all kinds of dealing with raw cotton, yarn, knit & woven fabrics of all sorts of ready-made garments both knit & woven.

15.   To carry on the business of Importing, Exporting, Selling and stocking of Garment Knit wears, Yarns, Hosiery/Fabrics, Dyes Chemicals, Parts an Spares of machinery’s and any other goods merchandise on order to run a smooth day to day operation of the business unit.

16.   To carry on the business of Manufacture, Produce, Import, Export, and general order suppliers of all kinds Knit wears such as ploy poplin Bags, sewing thread, Buttons, Woven and satin Labels, Interring, Zippers, Shoulder pads, Metal clip, p.p. Adhesive tape, Cello tape, Tag pin, Back Board. Cottons, Plastic hanger, plastic clip. Hand tags and any other raw materials which are used in manufacturing 100% Export oriented Ready-made Garments.

17.   To establish promote, develop, manage, control and run the manufacturing process of Corrugated Cartons Packing Materials and all Sorts of Knit wears and packing materials industry for readymade garments Industry.

18.   To set up a yarn dyed industry for dying of different yarn, 100% cotton, 100% polyester, Cotton- Polyester yarn, Viscose, Polyester, Nylon yarn.

19.   To take on lease, hire, purchase, build up, manufactures, acquire by purchase or otherwise any lands, plantations and rights connected with lands, mills, factories plants, machineries, apparatus, dockyards, buildings work, vessels, boats, barges, launches, lorries, cars, wagons, carts, stock in trade, patentee, inventions, trade marks, rights, privileges movable and immovable properly of any description which may be deemed necessary or convenient for any business which the company is authorised to carry.

20.   To take on lease, let out on hire, mortgage, pledge, sell or otherwise dispose of the whole or any part of the undertaking of the company or shares of interest respectively in such manner and for such consideration as the company may think fit and in particular for shares, debentures or securities of other corporation.

21.   To draw, make, accept endorse, discount, execute and issue cheques, promissory notes, bills of exchange and other negotiable or transferable instruments.

22.   To appoint agents, distributors, sub-agents and Managers and constitute agencies and to establish branch offices of the company in Bangladesh or in any other country as per requirement.

23.   To advance money to such persons on such terms as may seem expedient and in particular to customers of and to other persons having dealings with the Company.

24.   To borrow or raise or secure the payment of money in such manner as the company shall determine from time to time and in particular by the issue of debenture, debenture stock perpetual or otherwise. Mortgage or any other security charged upon the undertaking of the company or any part of its property (both present and future) including the uncalled capital and the rights of the company or with any such security and upon such terms as to priority or otherwise and generally to borrow money in such manner as may be agreed upon between the lender and to apply the same for all or any of the purposes of the company and to pay all interests, charges, commissions, fees, premiums, duties, costs, expenses penalties etc. in respect of or incidental to the loan or the loan transactions and to secure such payments and performance of all other obligations in all manners that may be require and/ or considered expedient.

25.   To purchase, take on lease or in exchange or acquire otherwise any movable or immovable property, patents, licenses, technical, know-how, rights or privileges which the company may think necessary or convenient for the purpose of its business and to construct, maintain and alter any building or works necessary or convenient for the purpose of the company.

26.   To mortgage the property and assets of the Company as security for loan(s) and/or any credit facility(s) to be given to any associate Company or companies and/or any 3rd party associate and also to give guarantee securing liabilities of such associate company or companies and/or third party associate.

27.   To enter into contracts agreements or arrangements with government authorities or any corporation, companies or person in any part of the world and to obtain from any such government or authorities all concessions and privileges that may be deemed conducive to the objects of the company or any of them.

28.   To draw, make, accept, endorse, discount, execute and issue of promissory notes, bill of exchange, bills of lading and other negotiable or transferable instruments.

29.   To borrow or raise money from any bank financial institution or from any other source and to secure the payment of money by creation of mortgage or charge or any other manner as the company may think fit.

30.   To pay brokerage or commission to any person or persons in consideration of his or their service to the company or with affairs of the company and such commission or brokerage can be paid either in cash or in debenture.

31.   To distribute any of this company’s property among the members in specie.

32.   To undertake and execute any trust, the undertaking of which may seem to the company desirable and either gratuitously or otherwise.

33.   To establish, run and support research institutions, laboratories, technical training centers and schools, grant stipends, scholarships for training abroad and to do all such other things which may be calculated to benefit the company. Subject to the prior approval of the proper authority.

34.   To deposit and keep deposited the funds of the company in Banks or other places as may think fit by the company.

35.   To open and establish at any place such branch, agency or local office for the management of any business of the company as may be determined by the company from time to time.

36.   To amalgamate with any other company, from or body corporate formed registered and established in Bangladesh or elsewhere with objects similar to those of this company

37.   To do all or any of the above things in any part of the world and either as principal agent, contractor, trustee or otherwise and either alone or in conjunction with others and by or through sun-contractors, trustees or otherwise.

38.   To do all such other things incidental to or as the company may think conducive to the attainment of the above objects.

39.   To carry out any business in Bangladesh and outside Bangladesh within the legal frame work of the laws and rules of land.

40.   To act as agent or representative of any foreign company in Bangladesh or as Regional Representative for any individual company and/or group of companies ;

41.   To enter into partnership or into any agreement for sharing profits, union of interests, cooperation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which this Company is authorized to carry on or is capable of conducting directly or indirectly to benefit this company and to acquire or join in acquiring any such business;

42.   To undertake and execute any trust or set up any Foundation, the undertaking of which may seem to the company desirable either gratuitously or otherwise;

43.   To enter into any arrangement with any Government or authority, supreme, local Municipal or otherwise public or quasi-public body that may seem conducive for the attainment of the objects of the Company or any of them and to obtain from any such Government or authority any rights, privileges or concession, which the Company considers desirable to obtain and to carry out, exercise and comply with any such arrangement;

44.   To open and establish at any place in Bangladesh and abroad such branch offices, agencies and local board for managing the business of the Company as may be decided by the Board of Directors from time to time and also to close the same;

45.   To mortgage the property and assets of the Company as security for loan(s) and/or any credit facility(s) to be given to any associate Company or companies and/or any 3rd party company and also to give guarantee securing liabilities of such associate company or companies and/or third party Company

46.   To amalgamate, merge or collaborate with any other company or body corporate in Bangladesh or elsewhere established with objects similar to those for which this Company is established;

47.   To provide for the welfare of persons in or formerly in the employment of the company and the dependents of such persons, by grants of money, the establishment of pension schemes, group insurance schemes and benevolent funds or otherwise; and to subscribe to or otherwise aid charitable, benevolent, scientific, national or other institutions or objects considered reasonable by the Board of Directors of the company by reason of the nature or locality of its operations or otherwise as part of its Corporate Social Responsibility (CSR) activities or otherwise;

IV.            The liability of the members is limited.

V.            The authorised share capital of the company is Tk.1,00,00,000.00 (Taka one crore) only divided into 1,00,000 (one lac) ordinary shares of Tk.100.00 (Taka one hundred) each, with powers from time to time to increase and decrease its capital and to attach there to respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations in such manner as may from time to time be provided by the regulations of the company.

We, the several persons, whose names, addresses and descriptions are subscribed are desirous of being formed into a company in accordance with the Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite to respective names below:

Name, Address, Nationality &

Occupation of the Subscriber

Number of Shares Taken by Each Subscriber Signature of the Subscriber
1. ……………..

Father ………….    Mother:…………….

Address:…………….

Age …………

Occupation………… TIN :…

Nationality…….……..  Phone/Mobile………………………….

2. ……………..

Father ………….    Mother:…………….

Address:…………….

Age …………

Occupation………… TIN :……………

Nationality …………..  Phone/Mobile………………………….

Dated————-day of ——— 2009

WITNESSES:

1.                                                                         2.

THE COMPANIES ACT 1994

(ACT. XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

Articles of Association

of

LS MILLS LIMITED.

PRELIMINARY

1          The Regulations contained in the schedule-1 of the companies Act , 1994 shall apply to this company with respect to such provisions as are applicable to a Private Limited Company , so far only as they are not negative or modified by or are not contained in the following articles or any other articles that may from time to time be framed by the company.

2          In construing of these Articles unless there shall be something repugnant in the subject or context inconsistent there with :-

a.        “Act” means the Companies Act, XVIII of 1994.

b.        “Company” means the LS Mills Limited.

c.        “Office” means the Registered Office of the Company for the time

being.

d.        “Year” means the English Calendar year as followed by the Company.

e.        “Month” means the calendar month according to the English Calendar year.

f.         “Directors” means the Board of Directors of the Company for the time being.

g.        “Board” or “Board of Directors” means the Board of Directors of the Company for the time being.

h.        “In Writing” means written or printed, partly written and partly

printed and includes lithography, type printed and other means representing word in a visible form.

i.         Word imparting the singular number only includes the plural number and vice versa.

j.         “Member” means the legal owner the share name where of being appeared in the Members register.

PRIVATE COMPANY

3.         The Company is a Private Limited Company within the meaning of section 2(1) under clause (Q) of the companies Act,1994 and accordingly the following shall apply:-

a.         No invitation shall be issued to the public to subscribe for any share, debenture of the company;

b.         The number of members of the Company (exclusive of the persons in the employment of the company) shall be limited to fifty; and

c.         The right to transfer shares of the company is restricted in the manner and to the extent hereinafter provided.

SHARE CAPITAL

4.         The Authorized Share Capital of the Company Tk.1,00,00,000.00 (Taka one crore) only divided into 1,00,000 (one lac) ordinary shares of Tk.100.00 (Taka one hundred) each with power to increase or reduce the same value of its shares.

5.         Subject to the provisions of the Articles, the share shall be under the control of the directors who may allot or otherwise dispose of the same.

COMMENCEMENT OF BUSINESS

6.         The business of the Company shall be commenced from the date of incorporation of the company.

SHARE CERTIFICATE

7.         The certificate of title to share and duplicate thereof whenever necessary shall be issued to the members under the common seal of the company and shall be signed by the Chairman and Managing Director of the company.

8.         If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such sum not exceeding Tk.5.00 as the Directors may from time to time require.

LIEN

9.         The company shall have a paramount lien on every share (not being a fully paid share) for all moneys called or payable at a fixed time in respect of that share, the company lien, if any, on a share shall extend to all dividends payable thereof.

TRANSFER AND TRANSMISSION OF SHARES

10.        No transfer of any share shall be made or registered without the approval of the Board of Directors who may without assigning any reason decline to give any such approval and shall decline any transfer involving contravention of clause 3(b) of these articles. No share shall be transferred to any outsiders as long as any existing member is willing to purchase the same at a fair value to be determined by the Directors in a Board Meeting.

11.        The certificate of shares shall accompany the Instrument of Transfer of shares for transfer of shares previously approved by the Board of Directors.

12.        In the case of death of a member, the survivor where the deceased was a joint holder, and the legal personal representative of the deceased where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares, but this Articles does not release the estate of a deceased sole/joint holder from any liability in respect of the said share.

BORROWING POWER

13.        The Managing Director may from time to time with the approval of the Board of Directors may borrow from any source either from any commercial or schedule banks, or financing institutions or firms any sum of money required for the purpose of the company and secure the payment or repayment of such money so borrowed in such manner and upon such terms and conditions in all respects duly approved by the Board of Directors deemed fit in particular by hypothecation or charge on all or any part of the property of the company (both present and future) including its uncalled capital for the time being.

GENERAL MEETING

14.        The general meeting of the company shall be held within eighteen months from the date of incorporation of the company and thereafter once in every calendar year (not being more than fifteen months after holding of the last preceding general meeting) at such time and place as may be decided by the Directors of the company. The above mentioned general meeting shall be called “ORDINARY GENERAL MEETING” and all other general meeting of the company shall be called “EXTRA-ORDINARY GENERAL MEETING”.

15.        The Directors may at any time call an extra-ordinary general meeting and an extra-ordinary general meeting may also be called on requisition made by the shareholders in accordance with the provisions of section 84 of the companies Act 1994.

APPOINTMENT AND REMOVAL OF A DIRECTOR

16.        The company may appoint or remove a Director from the company in its Annual General Meeting.

PROCEEDING OF GENERAL MEETING

17.                    Subject to the provision of section 87(2) of the Companies Act, relating to special resolutions at least fourteen days notice specifying the place, the day and the hour of the general meeting and in case of special business, the general nature of such business, shall be given to the members in such manner as may be prescribed by the company in a general meeting, but accidental omission to give such notice, to or non-receipt of such notice by any member shall not invalidate the proceedings of the general meeting. A general meeting may, with the consent in writing of all the member be convened by a shorter notice and in any manner they think suitable.

18.        No business shall be transacted at any general meeting unless the quorum of members is present at the time when the meeting proceeds to transact business. TWO members personally present shall form the quorum of any general meeting.

VOTE OF MEMBERS

19.        No member shall be entitled to vote unless all installments or calls or other sum or sums presently payable by him, in respect of his holding of shares in the company has been paid.

DIRECTORS

20.        Until otherwise determined in the general meeting the number of Directors of the company shall not be less than TWO and not more than TEN.

21.        The following persons shall be the first Directors of the company.

1. ……………………

2. ………………….

22.        The qualification of a Director shall be holding of share of 1000 (One thousand) ordinary shares of Tk.100/- each in the Share Capital of the Company in his/her own name alone and not jointly with any others.

23.        The remuneration of a Director shall not exceed Tk.500/- (Taka five hundred) each for meeting of the Directors attended by him together with such traveling and other expenses as may be incurred for attending the meeting.

24.        If any Director be called upon to perform any extra service or to make any special exertion for the Company, the Directors so doing may be remunerated either by a fixed sum or by a percentage on the profit of the Company as may be decided by the Company in General Meeting.

25.        Every Director shall vacate his office in the event of:

a)         He is failing to obtain the qualifying share.

b)         He becoming bankrupt or insolvent or on becoming unsound mind.

c)         He resigning from the office by giving notice in writing to the company.

d)         And if he acts in contravention of the section 86(f) of the Companies Act 1994.

QUORUM

26.        Until otherwise determined by the Company in general meeting 2 (TWO) Directors present in person shall form the quorum of board meeting.

POWER OF DIRECTORS

27.        The Management and control of the business of the company shall be vested in the Board of Directors who in addition to the powers and authorities by these presents or otherwise expressly conferred on them may exercise all such powers and do all such acts and things as may be exercised or done by the company and are not hereby or by the act expressly directed or required to be exercised or done the company in general meeting, but subject nevertheless to the provisions of the act and of these presents and to any By-law from time to time made by the Company in general meeting, provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

28.        Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these presents, it is hereby expressly declared that the Directors shall have the following powers that is to say, power:-

1.     To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.

2.     To purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire at such price and generally on such terms and conditions, as they think fit.

3.     To pay for any property, rights, and privileges acquired by the company in cash or in shares of the Company and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon.

4.     To secure the fulfillment of any contract or engagements entered into by the Company by mortgage or charge on all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they may think fit.

5.     To accept from any member, on such terms and conditions as shall be agreed but subject to the provisions of the act, as surrender of his share or any part thereof.

6.     To deal with any of the moneys of the Company not immediately required for the company’s purpose in or upon such investments or securities (not being shares in this company) and in such manner as they may think fit, and from time to time to vary or realize such investments.

7.     To provide for the welfare of the employees or company and their wives and dependents and to award bonus or other payments for the benefits of such persons as may appears to the Directors just proper and to set aside a portion of the profit of the company to form a fund to build or contribute to the building of houses and subscribing to provident fund and other funds and establishment of schools, recreation centers and hospitals which will, the opinion of the Directors, tend to increase the repute of the company among its employees and the public.

CHAIRMAN

29. ……………. shall be the first Chairman of the Company for a period of 5 (Five) years from the date of incorporation. He will preside all over the meeting and supervision all the activities of the company.

MANAGING DIRECTOR

30. …………….. shall be the first Managing Director of the company for a period of 5 (Five) years from the date of incorporation. His remuneration shall be fixed by the general meeting.

31.        Subject the control and supervision of the Board of Directors, the Managing Director shall exercise the following powers:-

1.         Control over the management of the business of the company with full power to do all acts, matters and things deemed necessary, proper and expedient for carrying on the normal day to day business of the Company.

2.         To make and sign all contracts to the business of the Company including contracts for sales and purchases and contracts for leases of property.

3.         To have the engagement and dismissal of managers, other officers, assistants, clerks, agents and special services and to determine their authorities and duties and to fix their authorities and to fix their remuneration’s.

4.         Full power to draw, sign, accept, endorse and negotiate, on behalf of the company, all bills of exchange, promissory notes, cheques, government papers and securities and all other instruments as shall necessary, proper and expedient for carrying on the business of the company.

5.         To sign all receipt for money paid to the company and all vouchers of payment made by the company and such signature shall be an effectual discharge for the money’s therein stated to have been received or paid.

6.         All the power, authority and discretion of the Board of Directors of the Company except as those which are otherwise stated by the Companies Act 1994 or by these presents are expressly directed to be exercised by the Board of Directors collectively or by the shareholders in general meeting.

BANK ACCOUNT

32.               The company shall open Bank Account(s) with any schedule Bank in Bangladesh and abroad and shall be operated the same by the Joint Signature of the Chairman and the Managing Director or as per decision by the Board of Directors of the company.

COMMON SEAL

33.               The common seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors in the presence of at least two Directors who shall sign such instrument to which the seal of the Company is so affixed in their presence.

ACCOUNTS

34.               The Directors shall cause to be kept proper books of account with respect to:-

a.         All sums received and spent by the Company.

b.         All sales and purchases of goods and services by the Company.

c.         The assets and liabilities of Company.

35.               The books of account shall be kept at the registered office of the Company or at such place as the Directors shall think suitable and shall be open to inspection by the Directors during business hours.

AUDIT

36.               Once at least every year the accounts of the Company shall be examined and the correctness of the profit and loss account and balance sheet ascertained by one or more Auditors appointed for the purpose and the provision of section 210 to 213 of the companies Act 1994.

37.               The company in general meeting shall fix the remuneration of the auditors except that they fix the remuneration of any auditor appointed by the Board of Directors.

INDEMNITY

38.               The Managing Director and Directors, Officer, Servant shall be indemnity by the Company for all losses and expenditure incurred by him or them respectively in or about the discharge of their duty except their willful Act, neglect or default and shall be the duty of the directors to pay out of the fund of the company in cash all losses and expenses which the Managing Director or any other directors, officers or servants may in any way incur in the discharge of his or their duties and the amount for which indemnity is provided shall immediately attach a lien on the property of the company and have priority over all claims.

ARBITRATION

39.               If and whenever any difference shall raise between the Company and any of the members of their representative touching the construction of any of the Article herein contained or any Act. matter or thing mad, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reasons of these presents or of the statutes or any of them, such difference shall be forthwith referred to two Arbitrators, one to be appointed by each party and difference to an Umpire to be chosen by the Arbitrators before entering on the consideration in accordance with the provisions of the Arbitration Act, 2001.

WINDING UP

40.               It the company shall be wound up, the surplus assets shall (subject to any rights attached to special class of shares forming part of the share capital for the time being of the company) be applied first in the payment of the capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members holding ordinary share in proportion of the member of ordinary shares held by them respectively at the commencement of the winding up.

We, the several persons whose names and address are subscribed are desirous of being formed into company in pursuance of this Articles of Association, and we respectively agree to take the number of shares in the capital of this company set opposite to our respective names:-

Name, Address, Nationality &

Occupation of the Subscriber

Number of Shares Taken by Each Subscriber Signature of the Subscriber
1. ……………..

Father ………….    Mother:…………….

Address:…………….

Age …………

Occupation………… TIN :…

Nationality…….……..  Phone/Mobile………………………….

2. ……………..

Father ………….    Mother:…………….

Address:…………….

Age …………

Occupation………… TIN :……………

Nationality …………..  Phone/Mobile………………………….

Dated: The …………………….. day of ………………………2009.

Name of Witness with description

1.

2.