Jafzo خرة لجبل علي Jebel Ali Free Lone RCIAL REGISTRATION JEBEL ALI FREE ZONE AUTHORITY OFFSHORE COMPANIES REGULATIONS 2018 MEMORANDUM AND ARTICLES OF ASSOCIATION OF KHORE ALHILAL LIMITED 15 7 Jafzo 1 Commercial Registrati التجاري,Jafzo,خرة,لجبل,علي,Jebel,Ali,Free,Lone,RCIAL,REGISTRATION,JEBEL,ALI,FREE,ZONE,AUTHORITY,OFFSHORE,COMPANIES,REGULATIONS,2018,MEMORANDUM,AND,ARTICLES,OF,ASSOCIATION,OF,KHORE,ALHILAL,LIMITED,15,7,Jafzo,1,Commercial,Registrati,التجاري,12.7. A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote. 12.8. The Company may by resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provisions of the Articles prohibiting a Director from voting at a meeting of Directors or of a committee of Directors. 12.9. If a question arises at a meeting of Directors or of a committee of Directors as to the right of a Director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive. 13. VOTES OF MEMBERS 13.1. Every Member who (being an individual) is present in person or (being a body corporate) is present by a duly authorized representative, not being himself a Member entitled to vote, shall have one vote shall have one vote for every share of which he is the holder. 13.2. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the register of Members. 13.3. No objection shall be raised to the qualification of any voter except at the meeting adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. 13.4. Votes may be given either personally or by proxy. A Member may appoint more than one proxy to attend on the same occasion. 13.5. An instrument appointing a proxy shall be in writing in the usual form, or as approved by the Directors, and shall be executed by or on behalf of the appointer. 14. SECRETARY Subject to the Regulations, the secretary shall be appointed by the Directors or Members for such term, at such remuneration and upon such conditions as the Directors or Members think fit. The secretary can be replaced by either the Directors or Members, by way of a written resolution. 15. MINUTES Minutes summarizing the discussions of the meetings of Directors shall be prepared. The minutes and the resolutions of the Directors shall be recorded in the register of Directors and be kept at the Company's registered office. Any of the Members or Directors may review the register personally or through an attorney. 16. DIVIDENDS 15 lafzo 10 Registrac Ceams col ان Shucked,12.7,.,A,Director,shall,not,be,counted,in,the,quorum,present,at,a,meeting,in,relation,to,a,resolution,on,which,he,is,not,entitled,to,vote,.,12.8,.,The,Company,may,by,resolution,suspend,or,relax,to,any,extent,,,either,generally,or,in,respect,of,any,particular,matter,,,any,provisions,of,the,Articles,prohibiting,a,Director,from,voting,at,a,meeting,of,Directors,or,of,a,committee,of,Directors,.,12.9,.,If,a,question,arises,at,a,meeting,of,Directors,or,of,a,committee,of,Directors,as,to,the,right,of,a,Director,to,vote,,,the,question,may,,,before,the,conclusion,of,the,meeting,,,be,referred,to,the,chairman,of,the,meeting,and,his,ruling,in,relation,to,any,Director,other,than,himself,shall,be,final,and,conclusive,.,13.,VOTES,OF,MEMBERS,13.1,.,Every,Member,who,(,being,an,individual,),is,present,in,person,or,(,being,a,body,corporate,),is,present,by,a,duly,authorized,representative,,,not,being,himself,a,Member,entitled,to,vote,,,shall,have,one,vote,shall,have,one,vote,for,every,share,of,which,he,is,the,holder,.,13.2,.,In,the,case,of,joint,holders,the,vote,of,the,senior,who,tenders,a,vote,,,whether,in,person,or,by,proxy,,,shall,be,accepted,to,the,exclusion,of,the,votes,of,the,other,joint,holders,;,and,seniority,shall,be,determined,by,the,order,in,which,the,names,of,the,holders,stand,in,the,register,of,Members,.,13.3,.,No,objection,shall,be,raised,to,the,qualification,of,any,voter,except,at,the,meeting,adjourned,meeting,at,which,the,vote,objected,to,is,tendered,,,and,every,vote,not,disallowed,at,the,meeting,shall,be,valid,.,Any,objection,made,in,due,time,shall,be,referred,to,the,chairman,whose,decision,shall,be,final,and,conclusive,.,13.4,.,Votes,may,be,given,either,personally,or,by,proxy,.,A,Member,may,appoint,more,than,one,proxy,to,attend,on,the,same,occasion,.,13.5,.,An,instrument,appointing,a,proxy,shall,be,in,writing,in,the,usual,form,,,or,as,approved,by,the,Directors,,,and,shall,be,executed,by,or,on,behalf,of,the,appointer,.,14.,SECRETARY,Subject,to,the,Regulations,,,the,secretary,shall,be,appointed,by,the,Directors,or,Members,for,such,term,,,at,such,remuneration,and,upon,such,conditions,as,the,Directors,or,Members,think,fit,.,The,secretary,can,be,replaced,by,either,the,Directors,or,Members,,,by,way,of,a,written,resolution,.,15,.,MINUTES,Minutes,summarizing,the,discussions,of,the,meetings,of,Directors,shall,be,prepared,.,The,minutes,and,the,resolutions,of,the,Directors,shall,be,recorded,in,the,register,of,Directors,and,be,kept,at,the,Company's,registered,office,.,Any,of,the,Members,or,Directors,may,review,the,register,personally,or,through,an,attorney,.,16,.,DIVIDENDS,15,lafzo,10,Registrac,Ceams,col,ان,Shucked,16.1. Subject to the Regulations, the Company may by Resolution declare dividends in accordance with the respective rights of the Members, but no dividends shall exceed the amount recommended by the Directors. 16.2. Subject to the Regulations, the Directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. 16.3. No dividend or other moneys payable in respect of a share shall bear interest against the Company. 16.4. Any dividend which has remained unclaimed for 10 years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company. 17. ACCOUNTS AND AUDIT The Company shall appoint auditors to examine the accounts and report thereon in accordance with the Regulations. 18. NOTICES 18.1. Any notices to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the Directors need not be in writing. 18.2. A Member shall be entitled to receive any notice to be given to him pursuant to the Articles. The Company may give notice to a Member either personally or by sending it by post in a prepaid envelope addressed to the Member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of Member in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. 18.3. A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called. 18.4. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of Members, has been duly given to a person from which he derives his title. 18.5. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to give at the expiration of 72 hours after the envelope containing it was posted. 18.6. A notice may be given by Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by the Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description at the address supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. Com 15 Jafza 11 Sharkul,16.1,.,Subject,to,the,Regulations,,,the,Company,may,by,Resolution,declare,dividends,in,accordance,with,the,respective,rights,of,the,Members,,,but,no,dividends,shall,exceed,the,amount,recommended,by,the,Directors,.,16.2,.,Subject,to,the,Regulations,,,the,Directors,may,pay,interim,dividends,if,it,appears,to,them,that,they,are,justified,by,the,profits,of,the,Company,available,for,distribution,.,16.3,.,No,dividend,or,other,moneys,payable,in,respect,of,a,share,shall,bear,interest,against,the,Company,.,16.4,.,Any,dividend,which,has,remained,unclaimed,for,10,years,from,the,date,when,it,became,due,for,payment,shall,,,if,the,Directors,so,resolve,,,be,forfeited,and,cease,to,remain,owing,by,the,Company,.,17.,ACCOUNTS,AND,AUDIT,The,Company,shall,appoint,auditors,to,examine,the,accounts,and,report,thereon,in,accordance,with,the,Regulations,.,18.,NOTICES,18.1,.,Any,notices,to,be,given,to,or,by,any,person,pursuant,to,the,Articles,shall,be,in,writing,except,that,a,notice,calling,a,meeting,of,the,Directors,need,not,be,in,writing,.,18.2,.,A,Member,shall,be,entitled,to,receive,any,notice,to,be,given,to,him,pursuant,to,the,Articles,.,The,Company,may,give,notice,to,a,Member,either,personally,or,by,sending,it,by,post,in,a,prepaid,envelope,addressed,to,the,Member,at,his,registered,address,or,by,leaving,it,at,that,address,.,In,the,case,of,joint,holders,of,a,share,,,all,notices,shall,be,given,to,the,joint,holder,whose,name,stands,first,in,the,register,of,Member,in,respect,of,the,joint,holding,and,notice,so,given,shall,be,sufficient,notice,to,all,the,joint,holders,.,18.3,.,A,Member,present,,,either,in,person,or,by,proxy,,,at,any,meeting,of,the,Company,or,of,the,holders,of,any,class,of,shares,in,the,Company,shall,be,deemed,to,have,received,notice,of,the,meeting,and,,,where,requisite,,,of,the,purposes,for,which,it,was,called,.,18.4,.,Every,person,who,becomes,entitled,to,a,share,shall,be,bound,by,any,notice,in,respect,of,that,share,which,,,before,his,name,is,entered,in,the,register,of,Members,,,has,been,duly,given,to,a,person,from,which,he,derives,his,title,.,18.5,.,Proof,that,an,envelope,containing,a,notice,was,properly,addressed,,,prepaid,and,posted,shall,be,conclusive,evidence,that,the,notice,was,given,.,A,notice,shall,be,deemed,to,give,at,the,expiration,of,72,hours,after,the,envelope,containing,it,was,posted,.,18.6,.,A,notice,may,be,given,by,Company,to,the,persons,entitled,to,a,share,in,consequence,of,the,death,or,bankruptcy,of,a,Member,by,sending,or,delivering,it,,,in,any,manner,authorised,by,the,Articles,for,the,giving,of,notice,to,a,Member,,,addressed,to,them,by,name,,,or,by,the,title,of,representatives,of,the,deceased,,,or,trustee,of,the,bankrupt,or,by,any,like,description,at,the,address,supplied,for,that,purpose,by,the,persons,claiming,to,be,so,entitled,.,Until,such,an,address,has,been,supplied,,,a,notice,may,be,given,in,any,manner,in,which,it,might,have,been,given,if,the,death,or,bankruptcy,had,not,occurred,.,Com,15,Jafza,11,Sharkul,19. INDEMNITY In so far as the Regulations allows, every present or former officer of the Company shall be indemnified out of the assets of the Company against any loss or liability incurred by him by reason of being or having been such an officer. 20. INTERPRETATION In these Articles, the following terms shall have the meanings set opposite: Term Definition Articles Authority Director Member Personal Representative Regulations Registrar Registered Agent Resolution Shares means the articles of association of the offshore company means the Jebel Ali Free Zone Authority means a natural person occupying the position of a Director means every other person who agrees to become a shareholder of an offshore company, and whose name is entered in its register of members means the executor or administrator for the time being of a deceased person. means the JAFZA Offshore Companies Regulations of 2018, including any amendments thereof for the time being in force means the registrar of companies appointed pursuant to Regulation 119 of the Regulations. has the meaning prescribed under Regulation 32 of the Regulations. Means a resolution passed by 75% of such Members being entitled to vote in person, or where proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the resolution has been duly given. Means the shares in the capital of the Company. Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Regulations but excluding any statutory modification thereof not in force when these regulations become binding on the offshore company. IN WITNESS WHEREOF the authorized representative of the shareholder has signed these Articles on the day and year mentioned below. Signed by: MR. SHAHUL VELLUTHATTIL SULAIMAN Date: 28.28.2023 Shehut Con 15 Jafzo 12,19,.,INDEMNITY,In,so,far,as,the,Regulations,allows,,,every,present,or,former,officer,of,the,Company,shall,be,indemnified,out,of,the,assets,of,the,Company,against,any,loss,or,liability,incurred,by,him,by,reason,of,being,or,having,been,such,an,officer,.,20,.,INTERPRETATION,In,these,Articles,,,the,following,terms,shall,have,the,meanings,set,opposite,:,Term,Definition,Articles,Authority,Director,Member,Personal,Representative,Regulations,Registrar,Registered,Agent,Resolution,Shares,means,the,articles,of,association,of,the,offshore,company,means,the,Jebel,Ali,Free,Zone,Authority,means,a,natural,person,occupying,the,position,of,a,Director,means,every,other,person,who,agrees,to,become,a,shareholder,of,an,offshore,company,,,and,whose,name,is,entered,in,its,register,of,members,means,the,executor,or,administrator,for,the,time,being,of,a,deceased,person,.,means,the,JAFZA,Offshore,Companies,Regulations,of,2018,,,including,any,amendments,thereof,for,the,time,being,in,force,means,the,registrar,of,companies,appointed,pursuant,to,Regulation,119,of,the,Regulations,.,has,the,meaning,prescribed,under,Regulation,32,of,the,Regulations,.,Means,a,resolution,passed,by,75,%,of,such,Members,being,entitled,to,vote,in,person,,,or,where,proxies,are,allowed,,,by,proxy,,,at,a,general,meeting,of,which,notice,specifying,the,intention,to,propose,the,resolution,has,been,duly,given,.,Means,the,shares,in,the,capital,of,the,Company,.,Unless,the,context,otherwise,requires,,,words,or,expressions,contained,in,these,Articles,bear,the,same,meaning,as,in,the,Regulations,but,excluding,any,statutory,modification,thereof,not,in,force,when,these,regulations,become,binding,on,the,offshore,company,.,IN,WITNESS,WHEREOF,the,authorized,representative,of,the,shareholder,has,signed,these,Articles,on,the,day,and,year,mentioned,below,.,Signed,by,:,MR,.,SHAHUL,VELLUTHATTIL,SULAIMAN,Date,:,28.28.2023,Shehut,Con,15,Jafzo,12,MEMORANDUM OF ASSOCIATION OF KHORE ALHILAL LIMITED 1. NAME OF THE COMPANY (the "Company") The Name of the Company is KHORE ALHILAL LIMITED 2. THE REGISTERED OFFICE The Registered Office of the Company is PO Box 93915, Dubai, UAE. 3. THE REGISTERED AGENT The Registered Agent of the Company is HLB HAMT CHARTERED ACCOUNTANTS, PO BOX 93915, DUBAI, UAE. OBJECTS 4. 4.1 The Objects for which the Company is established are: To engage in general trading activities, investment activities, holding activities and any other activities that may be conducted in accordance with the Jebel Ali Free Zone Authority Offshore Companies Regulations 2018, as amended from time to time. The Company shall be entitled to incorporate and/or purchase a stake and/or own another company in whole or own shares in other companies and/or commercial entities in any part of the world and/or own any freehold property which will be accepted by Jebel Ali Free Zone Authority. 4.2 The Company shall not: (a) directly carry out any commercial activity in the United Arab Emirates. (b) hold a lease of a property situated in the United Arab Emirates, other than a lease referred to in Regulation 4.3(e); (c) carry out banking business. (d) carry out any insurance or re-insurance, insurance agent or insurance broker type business; or (e) carry out any other business which may be prohibited by the Authority from time to time. 4.3 The Company shall be permitted to: (a) carry out any of the above-mentioned restrictions under clause 4.2 outside the United Arab Emirates. (b) engage with legal consultants, accountants, management companies or other similar persons carrying on business within the United Arab Emirates. 2 Jafza Commercial Registration التجارة Shehal,MEMORANDUM,OF,ASSOCIATION,OF,KHORE,ALHILAL,LIMITED,1,.,NAME,OF,THE,COMPANY,(,the,",Company,",),The,Name,of,the,Company,is,KHORE,ALHILAL,LIMITED,2,.,THE,REGISTERED,OFFICE,The,Registered,Office,of,the,Company,is,PO,Box,93915,,,Dubai,,,UAE,.,3,.,THE,REGISTERED,AGENT,The,Registered,Agent,of,the,Company,is,HLB,HAMT,CHARTERED,ACCOUNTANTS,,,PO,BOX,93915,,,DUBAI,,,UAE,.,OBJECTS,4,.,4.1,The,Objects,for,which,the,Company,is,established,are,:,To,engage,in,general,trading,activities,,,investment,activities,,,holding,activities,and,any,other,activities,that,may,be,conducted,in,accordance,with,the,Jebel,Ali,Free,Zone,Authority,Offshore,Companies,Regulations,2018,,,as,amended,from,time,to,time,.,The,Company,shall,be,entitled,to,incorporate,and,/,or,purchase,a,stake,and,/,or,own,another,company,in,whole,or,own,shares,in,other,companies,and,/,or,commercial,entities,in,any,part,of,the,world,and,/,or,own,any,freehold,property,which,will,be,accepted,by,Jebel,Ali,Free,Zone,Authority,.,4.2,The,Company,shall,not,:,(,a,),directly,carry,out,any,commercial,activity,in,the,United,Arab,Emirates,.,(,b,),hold,a,lease,of,a,property,situated,in,the,United,Arab,Emirates,,,other,than,a,lease,referred,to,in,Regulation,4.3,(,e,),;,(,c,),carry,out,banking,business,.,(,d,),carry,out,any,insurance,or,re,-,insurance,,,insurance,agent,or,insurance,broker,type,business,;,or,(,e,),carry,out,any,other,business,which,may,be,prohibited,by,the,Authority,from,time,to,time,.,4.3,The,Company,shall,be,permitted,to,:,(,a,),carry,out,any,of,the,above,-,mentioned,restrictions,under,clause,4.2,outside,the,United,Arab,Emirates,.,(,b,),engage,with,legal,consultants,,,accountants,,,management,companies,or,other,similar,persons,carrying,on,business,within,the,United,Arab,Emirates,.,2,Jafza,Commercial,Registration,التجارة,Shehal,(c) prepare and maintain books and Records within the United Arab Emirates. (d) hold meetings of its directors or Members within the United Arab Emirates. (e) hold a lease of property for use as a registered office in any designated freehold area in the United Arab Emirates approved by the Authority. (f) own a property in one of the designated freehold areas in the United Arab Emirates. (g) own a stake in another operating Company within the United Arab Emirates; or (h) hold an account in a bank in the United Arab Emirates. 4.4 If the Company wishes to conduct trade or other business in the Zone or elsewhere in the United Arab Emirates, it must obtain the appropriate license to conduct the trade or other business activity from the competent authorities pursuant to Part 17 of the Regulations. 5. SHARE CAPITAL 6. The Share Capital of the Company is AED 10,000 divided into 100 shares of 100 United Arab Emirates Dirham's (AED) each. EFFECT OF ARTICLES Subject to the provisions of the Regulations, this Article, when registered, shall bind the Company and its Members to the same extent as if they respectively had been signed by the Company and by each Member, and contained covenants on the part of the Company and each Member to observe all the provisions of the Articles. 7. ALTERATION OF ARTICLES 7.1 Subject to the provisions of the Regulations, the Company may by Resolution alter its Articles. 7.2 Notwithstanding anything in the Articles, a Member of the Company is not bound by an alteration made in the Articles after the date on which he became a Member, if and so far as the alteration - (a) Requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made; or In any way increases his liability as at that date to contribute to the Company's share capital or otherwise to pay money to the Company, (b) (c) Unless he agrees in writing, either before or after the alteration is made, to be bound by it. 8. 9. The Company has the capacity and rights and privileges of a natural person. The capacity of the Company is not limited by anything in its Articles or by any act of its Members. We, whose name, address and description are subscribed, are desirous of being formed into an Offshore Company in pursuance of this Memorandum of Association, and we respectively agree to take 3 Jafza Commercial Registration النعال Shahid,(,c,),prepare,and,maintain,books,and,Records,within,the,United,Arab,Emirates,.,(,d,),hold,meetings,of,its,directors,or,Members,within,the,United,Arab,Emirates,.,(,e,),hold,a,lease,of,property,for,use,as,a,registered,office,in,any,designated,freehold,area,in,the,United,Arab,Emirates,approved,by,the,Authority,.,(,f,),own,a,property,in,one,of,the,designated,freehold,areas,in,the,United,Arab,Emirates,.,(,g,),own,a,stake,in,another,operating,Company,within,the,United,Arab,Emirates,;,or,(,h,),hold,an,account,in,a,bank,in,the,United,Arab,Emirates,.,4.4,If,the,Company,wishes,to,conduct,trade,or,other,business,in,the,Zone,or,elsewhere,in,the,United,Arab,Emirates,,,it,must,obtain,the,appropriate,license,to,conduct,the,trade,or,other,business,activity,from,the,competent,authorities,pursuant,to,Part,17,of,the,Regulations,.,5.,SHARE,CAPITAL,6,.,The,Share,Capital,of,the,Company,is,AED,10,000,divided,into,100,shares,of,100,United,Arab,Emirates,Dirham's,(,AED,),each,.,EFFECT,OF,ARTICLES,Subject,to,the,provisions,of,the,Regulations,,,this,Article,,,when,registered,,,shall,bind,the,Company,and,its,Members,to,the,same,extent,as,if,they,respectively,had,been,signed,by,the,Company,and,by,each,Member,,,and,contained,covenants,on,the,part,of,the,Company,and,each,Member,to,observe,all,the,provisions,of,the,Articles,.,7,.,ALTERATION,OF,ARTICLES,7.1,Subject,to,the,provisions,of,the,Regulations,,,the,Company,may,by,Resolution,alter,its,Articles,.,7.2,Notwithstanding,anything,in,the,Articles,,,a,Member,of,the,Company,is,not,bound,by,an,alteration,made,in,the,Articles,after,the,date,on,which,he,became,a,Member,,,if,and,so,far,as,the,alteration,-,(,a,),Requires,him,to,take,or,subscribe,for,more,shares,than,the,number,held,by,him,at,the,date,on,which,the,alteration,is,made,;,or,In,any,way,increases,his,liability,as,at,that,date,to,contribute,to,the,Company's,share,capital,or,otherwise,to,pay,money,to,the,Company,,,(,b,),(,c,),Unless,he,agrees,in,writing,,,either,before,or,after,the,alteration,is,made,,,to,be,bound,by,it,.,8,.,9,.,The,Company,has,the,capacity,and,rights,and,privileges,of,a,natural,person,.,The,capacity,of,the,Company,is,not,limited,by,anything,in,its,Articles,or,by,any,act,of,its,Members,.,We,,,whose,name,,,address,and,description,are,subscribed,,,are,desirous,of,being,formed,into,an,Offshore,Company,in,pursuance,of,this,Memorandum,of,Association,,,and,we,respectively,agree,to,take,3,Jafza,Commercial,Registration,النعال,Shahid,the number of shares in the capital of the Company set opposite our name. Therefore, this Memorandum is entered into on 28th day of August 2023 between the parties referred hereto. We agreed that the capital of the Company is 10,000 United Arab Emirates Dirhams (AED). Name and Address MR. SHAHUL VELLUTHATTIL SULAIMAN 122-3 BARAHA AREA DM.3 PO BOX NO 242759 DUBAI - UAE Signed by: No. of Shares Value of Shares (AED) MR. SHAHUL VELLUTHATTIL SULAIMAN Date: 28.28.2023 15 Jafza 4 vee Zoe Commercial Registration جبل التجاري 100 AED 100 Shahid Signature Shehnd,the,number,of,shares,in,the,capital,of,the,Company,set,opposite,our,name,.,Therefore,,,this,Memorandum,is,entered,into,on,28th,day,of,August,2023,between,the,parties,referred,hereto,.,We,agreed,that,the,capital,of,the,Company,is,10,000,United,Arab,Emirates,Dirhams,(,AED,),.,Name,and,Address,MR,.,SHAHUL,VELLUTHATTIL,SULAIMAN,122-3,BARAHA,AREA,DM.3,PO,BOX,NO,242759,DUBAI,-,UAE,Signed,by,:,No.,of,Shares,Value,of,Shares,(,AED,),MR,.,SHAHUL,VELLUTHATTIL,SULAIMAN,Date,:,28.28.2023,15,Jafza,4,vee,Zoe,Commercial,Registration,جبل,التجاري,100,AED,100,Shahid,Signature,Shehnd,ARTICLES OF ASSOCIATION KHORE ALHILAL LIMITED (the "Company") 1. SHARE CAPITAL 1.1. 1.2. 1.3. The capital of the Company is AED 10,000 (Ten thousand United Arab Emirates Dirhams) divided into 100 (One hundred) Shares of AED 100 (One hundred) United Arab Emirates Dirhams) each. Subject to the provisions of the Regulations any share may be issued with such rights or restrictions as the offshore company may by Resolution determine. No person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or recognize any share except an absolute right to the entirety thereof in the holder. 2. ACTIVITES 2.1 2.2. 2.3. 3. 3.1. 3.2. The principal activity for which the Company is established is to engage in general trading activities, investment activities, holding activities and any other activity that may be conducted in accordance with the Jebel Ali Free Zone Authority Offshore Companies Regulations 2018, as amended from time to time. The Company shall be entitled to incorporate and/or purchase a stake and/or own another company in whole or own shares in other companies and/or commercial entities in any part of the world and/or own any freehold property which will be accepted by the Authority. The Company shall not carry on the activities restricted under Regulation 14 of the Regulations. SHARE CERTIFICATES Every Member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares held by him (and, upon transferring a part of his holding of shares, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall specify the number and distinguishing numbers (if any) of shares to which it relates). The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate. 4. 4.1. 4.2. TRANSFER OF SHARES Transfer of a share in the Company must be done through an instrument of transfer in writing. The instrument of transfer must be submitted to the Registrar for approval. The transfer of a share will only become effective vis-à-vis the Company or third parties from the date in which the transfer of share is registered with the Authority. 45 Jafza ee To 5 LO Commercial Registration التجاري Shokud,ARTICLES,OF,ASSOCIATION,KHORE,ALHILAL,LIMITED,(,the,",Company,",),1.,SHARE,CAPITAL,1.1,.,1.2,.,1.3,.,The,capital,of,the,Company,is,AED,10,000,(,Ten,thousand,United,Arab,Emirates,Dirhams,),divided,into,100,(,One,hundred,),Shares,of,AED,100,(,One,hundred,),United,Arab,Emirates,Dirhams,),each,.,Subject,to,the,provisions,of,the,Regulations,any,share,may,be,issued,with,such,rights,or,restrictions,as,the,offshore,company,may,by,Resolution,determine,.,No,person,shall,be,recognized,by,the,Company,as,holding,any,share,upon,any,trust,and,the,Company,shall,not,be,bound,by,or,recognize,any,share,except,an,absolute,right,to,the,entirety,thereof,in,the,holder,.,2,.,ACTIVITES,2.1,2.2,.,2.3,.,3,.,3.1,.,3.2,.,The,principal,activity,for,which,the,Company,is,established,is,to,engage,in,general,trading,activities,,,investment,activities,,,holding,activities,and,any,other,activity,that,may,be,conducted,in,accordance,with,the,Jebel,Ali,Free,Zone,Authority,Offshore,Companies,Regulations,2018,,,as,amended,from,time,to,time,.,The,Company,shall,be,entitled,to,incorporate,and,/,or,purchase,a,stake,and,/,or,own,another,company,in,whole,or,own,shares,in,other,companies,and,/,or,commercial,entities,in,any,part,of,the,world,and,/,or,own,any,freehold,property,which,will,be,accepted,by,the,Authority,.,The,Company,shall,not,carry,on,the,activities,restricted,under,Regulation,14,of,the,Regulations,.,SHARE,CERTIFICATES,Every,Member,,,upon,becoming,the,holder,of,any,shares,,,shall,be,entitled,without,payment,to,one,certificate,for,all,the,shares,held,by,him,(,and,,,upon,transferring,a,part,of,his,holding,of,shares,,,to,a,certificate,for,the,balance,of,such,holding,),or,several,certificates,each,for,one,or,more,of,his,shares,upon,payment,for,every,certificate,after,the,first,of,such,reasonable,sum,as,the,Directors,may,determine,.,Every,certificate,shall,specify,the,number,and,distinguishing,numbers,(,if,any,),of,shares,to,which,it,relates,),.,The,Company,shall,not,be,bound,to,issue,more,than,one,certificate,for,shares,held,jointly,by,several,persons,and,delivery,of,a,certificate,to,one,joint,holder,shall,be,a,sufficient,delivery,to,all,of,them,.,If,a,share,certificate,is,defaced,,,worn,out,,,lost,or,destroyed,,,it,may,be,renewed,on,such,terms,(,if,any,),as,to,evidence,and,indemnity,and,payment,of,the,expenses,reasonably,incurred,by,the,Company,in,investigating,evidence,as,the,Directors,may,determine,but,otherwise,free,of,charge,,,and,(,in,the,case,of,defacement,or,wearing,out,),on,delivery,up,of,the,old,certificate,.,4,.,4.1,.,4.2,.,TRANSFER,OF,SHARES,Transfer,of,a,share,in,the,Company,must,be,done,through,an,instrument,of,transfer,in,writing,.,The,instrument,of,transfer,must,be,submitted,to,the,Registrar,for,approval,.,The,transfer,of,a,share,will,only,become,effective,vis,-,à,-,vis,the,Company,or,third,parties,from,the,date,in,which,the,transfer,of,share,is,registered,with,the,Authority,.,45,Jafza,ee,To,5,LO,Commercial,Registration,التجاري,Shokud,5. CHANGES TO THE SHARE CAPITAL 5.1. The Company may, by a Resolution amend the Memorandum and these Articles to: 6. (a) increase the Share capital of the Company by issuance of a new share, or increasing the par value of a share; (b) divide and consolidate the shares into: (i) A lesser number of Shares than before the consolidation, resulting in an increase in the value of each share; (ii) A greater number of Shares than before the consolidation, resulting in a decrease in the value of each Share; provided the aggregate value of the Shares remains the same before and after the consolidation or division. (c) issue shares for consideration other than cash, as long as the value of the consideration other than cash is confirmed in writing by a auditor and the auditor is approved by the Registrar; and (d) decrease the capital by: (i) reducing the value of the shares, either by (i) reimbursing part of the value to the Member; or (ii) absolving the Member of the unpaid amount of their Shares; or (ii) cancelling paid up capital, to reflect (i) a loss sustained by the Company; or (ii) where the available assets of the Company no longer represent the Share capital, provided the procedures as prescribed in the Regulations are followed; and (e) purchase its own Shares, subject to the approval of the Registrar. TRANSMISSION OF SHARES 6.1. If title to a share is transferred by way of inheritance or legacy, any of the heirs (or the Personal Representative), or legatee shall submit a request to the Company to cause the title transfer to be Registered in the Register of Members subject to the approval of the Registrar. 6.2. If the title transfer is enforceable by a court order, the title transfer shall be registered in the Register of Members pursuant to such court order. The Transferee will be able to exercise the rights resulting from the title transfer from the date of such registration. 6.3. A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company. 7. CALLING A MEETING 7.1. A Director may, and the Secretary at the request of a Director shall, call a meeting. 7.2. Notice of any Director's meeting of must indicate: (a) its proposed date and time; (b) where it is to take place; 15 Commercial Re Jafza Registration Free Zone التجاري 6 Shahad,5,.,CHANGES,TO,THE,SHARE,CAPITAL,5.1,.,The,Company,may,,,by,a,Resolution,amend,the,Memorandum,and,these,Articles,to,:,6,.,(,a,),increase,the,Share,capital,of,the,Company,by,issuance,of,a,new,share,,,or,increasing,the,par,value,of,a,share,;,(,b,),divide,and,consolidate,the,shares,into,:,(,i,),A,lesser,number,of,Shares,than,before,the,consolidation,,,resulting,in,an,increase,in,the,value,of,each,share,;,(,ii,),A,greater,number,of,Shares,than,before,the,consolidation,,,resulting,in,a,decrease,in,the,value,of,each,Share,;,provided,the,aggregate,value,of,the,Shares,remains,the,same,before,and,after,the,consolidation,or,division,.,(,c,),issue,shares,for,consideration,other,than,cash,,,as,long,as,the,value,of,the,consideration,other,than,cash,is,confirmed,in,writing,by,a,auditor,and,the,auditor,is,approved,by,the,Registrar,;,and,(,d,),decrease,the,capital,by,:,(,i,),reducing,the,value,of,the,shares,,,either,by,(,i,),reimbursing,part,of,the,value,to,the,Member,;,or,(,ii,),absolving,the,Member,of,the,unpaid,amount,of,their,Shares,;,or,(,ii,),cancelling,paid,up,capital,,,to,reflect,(,i,),a,loss,sustained,by,the,Company,;,or,(,ii,),where,the,available,assets,of,the,Company,no,longer,represent,the,Share,capital,,,provided,the,procedures,as,prescribed,in,the,Regulations,are,followed,;,and,(,e,),purchase,its,own,Shares,,,subject,to,the,approval,of,the,Registrar,.,TRANSMISSION,OF,SHARES,6.1,.,If,title,to,a,share,is,transferred,by,way,of,inheritance,or,legacy,,,any,of,the,heirs,(,or,the,Personal,Representative,),,,or,legatee,shall,submit,a,request,to,the,Company,to,cause,the,title,transfer,to,be,Registered,in,the,Register,of,Members,subject,to,the,approval,of,the,Registrar,.,6.2,.,If,the,title,transfer,is,enforceable,by,a,court,order,,,the,title,transfer,shall,be,registered,in,the,Register,of,Members,pursuant,to,such,court,order,.,The,Transferee,will,be,able,to,exercise,the,rights,resulting,from,the,title,transfer,from,the,date,of,such,registration,.,6.3,.,A,person,becoming,entitled,to,a,share,in,consequence,of,the,death,or,bankruptcy,of,a,member,shall,have,the,rights,to,which,he,would,be,entitled,if,he,were,the,holder,of,the,share,,,except,that,he,shall,not,,,before,being,registered,as,the,holder,of,the,share,,,be,entitled,in,respect,of,it,to,attend,or,vote,at,any,meeting,of,the,Company,.,7,.,CALLING,A,MEETING,7.1,.,A,Director,may,,,and,the,Secretary,at,the,request,of,a,Director,shall,,,call,a,meeting,.,7.2,.,Notice,of,any,Director's,meeting,of,must,indicate,:,(,a,),its,proposed,date,and,time,;,(,b,),where,it,is,to,take,place,;,15,Commercial,Re,Jafza,Registration,Free,Zone,التجاري,6,Shahad,(c) an agenda of items to be considered at the meeting; (d) any supporting documents that should be considered before the meeting; and (e) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting. 7.3. A meeting of the Directors shall be called by at least 5 days notice, unless all of the eligible Directors (entitled to vote on a matter if it had been proposed at the meeting) approve to a shorter notice period. 8. ALTERNATE DIRECTORS 8.1. Any Director (other than an alternate Director) may appoint any other Director, or any other person approved by resolution of the Directors and willing to act, to be an alternate Director and may remove from office an alternate Director so appointed by him. 8.2. An alternate Director shall be entitled to receive the same notice of meetings of Directors and of all meetings of committees of Directors of which his appointer is a Member as his appointer is entitled to receive, to attend and vote at any such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointer as a Director in his absence, but shall not be entitled to receive any remuneration from the Company for his services as an alternate Director. 8.3. Save as otherwise provided in the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. 9. POWERS OF DIRETORS 9.1. The Director(s) shall jointly have the full power and authority to do any or all of the following: I. II. III. IV. V. to establish branches and/or incorporate subsidiaries and/or any type of the companies in the UAE or abroad and namely limited liabilities companies and sign any documents including but not limited to the memorandum and articles of association, application forms, instruments or resolutions in connection therewith and to execute any resolution to appoint/resign and empower the general manager and/or director or company secretary of the company in which the Company is a shareholder; to buy any shares in companies inside or outside the UAE in the name of the Company and on its behalf, to enter into joint ventures and to sell and assign any of the shares owned by the Company, to execute a resolution to increase or decrease the capital of any of the companies in which the Company owns shares, or to issue a Resolution on behalf of the Company to wind up or liquidate any company that the Company is owning shares in or any other resolutions, whatever the nature; to take all necessary procedures, to sign any agreement and/or resolution(s) before all competent authorities, this includes without limitation, the Notary Public, the Departments of Economic Development and Ministry of Economies, Chamber of Commerce or any other governmental or semi governmental authorities all over the world; to execute and submit all transactions, agreements, resolutions, documents and forms, to the competent authorities and sign any transfer of shares agreements and Resolutions including but not limited to the addendum to the Articles of the Company and any amendments to the memorandum and articles of association of the company in which the Company is a shareholder; to dismiss and appoint new general managers and directors of the company in which the Company is a shareholder, or make any other amendments on behalf of the Company in its capacity as a shareholder, to grant general managers and directors all financial, Jafza 7 Commercial Registration التجاري Shabad,(,c,),an,agenda,of,items,to,be,considered,at,the,meeting,;,(,d,),any,supporting,documents,that,should,be,considered,before,the,meeting,;,and,(,e,),if,it,is,anticipated,that,directors,participating,in,the,meeting,will,not,be,in,the,same,place,,,how,it,is,proposed,that,they,should,communicate,with,each,other,during,the,meeting,.,7.3,.,A,meeting,of,the,Directors,shall,be,called,by,at,least,5,days,notice,,,unless,all,of,the,eligible,Directors,(,entitled,to,vote,on,a,matter,if,it,had,been,proposed,at,the,meeting,),approve,to,a,shorter,notice,period,.,8,.,ALTERNATE,DIRECTORS,8.1,.,Any,Director,(,other,than,an,alternate,Director,),may,appoint,any,other,Director,,,or,any,other,person,approved,by,resolution,of,the,Directors,and,willing,to,act,,,to,be,an,alternate,Director,and,may,remove,from,office,an,alternate,Director,so,appointed,by,him,.,8.2,.,An,alternate,Director,shall,be,entitled,to,receive,the,same,notice,of,meetings,of,Directors,and,of,all,meetings,of,committees,of,Directors,of,which,his,appointer,is,a,Member,as,his,appointer,is,entitled,to,receive,,,to,attend,and,vote,at,any,such,meeting,at,which,the,Director,appointing,him,is,not,personally,present,,,and,generally,to,perform,all,the,functions,of,his,appointer,as,a,Director,in,his,absence,,,but,shall,not,be,entitled,to,receive,any,remuneration,from,the,Company,for,his,services,as,an,alternate,Director,.,8.3,.,Save,as,otherwise,provided,in,the,Articles,,,an,alternate,Director,shall,be,deemed,for,all,purposes,to,be,a,Director,and,shall,alone,be,responsible,for,his,own,acts,and,defaults,and,he,shall,not,be,deemed,to,be,the,agent,of,the,Director,appointing,him,.,9,.,POWERS,OF,DIRETORS,9.1,.,The,Director,(,s,),shall,jointly,have,the,full,power,and,authority,to,do,any,or,all,of,the,following,:,I.,II,.,III,.,IV,.,V.,to,establish,branches,and,/,or,incorporate,subsidiaries,and,/,or,any,type,of,the,companies,in,the,UAE,or,abroad,and,namely,limited,liabilities,companies,and,sign,any,documents,including,but,not,limited,to,the,memorandum,and,articles,of,association,,,application,forms,,,instruments,or,resolutions,in,connection,therewith,and,to,execute,any,resolution,to,appoint,/,resign,and,empower,the,general,manager,and,/,or,director,or,company,secretary,of,the,company,in,which,the,Company,is,a,shareholder,;,to,buy,any,shares,in,companies,inside,or,outside,the,UAE,in,the,name,of,the,Company,and,on,its,behalf,,,to,enter,into,joint,ventures,and,to,sell,and,assign,any,of,the,shares,owned,by,the,Company,,,to,execute,a,resolution,to,increase,or,decrease,the,capital,of,any,of,the,companies,in,which,the,Company,owns,shares,,,or,to,issue,a,Resolution,on,behalf,of,the,Company,to,wind,up,or,liquidate,any,company,that,the,Company,is,owning,shares,in,or,any,other,resolutions,,,whatever,the,nature,;,to,take,all,necessary,procedures,,,to,sign,any,agreement,and,/,or,resolution,(,s,),before,all,competent,authorities,,,this,includes,without,limitation,,,the,Notary,Public,,,the,Departments,of,Economic,Development,and,Ministry,of,Economies,,,Chamber,of,Commerce,or,any,other,governmental,or,semi,governmental,authorities,all,over,the,world,;,to,execute,and,submit,all,transactions,,,agreements,,,resolutions,,,documents,and,forms,,,to,the,competent,authorities,and,sign,any,transfer,of,shares,agreements,and,Resolutions,including,but,not,limited,to,the,addendum,to,the,Articles,of,the,Company,and,any,amendments,to,the,memorandum,and,articles,of,association,of,the,company,in,which,the,Company,is,a,shareholder,;,to,dismiss,and,appoint,new,general,managers,and,directors,of,the,company,in,which,the,Company,is,a,shareholder,,,or,make,any,other,amendments,on,behalf,of,the,Company,in,its,capacity,as,a,shareholder,,,to,grant,general,managers,and,directors,all,financial,,,Jafza,7,Commercial,Registration,التجاري,Shabad,VI. banking, management and commercial powers including without limitation, the right to open, operate and close bank accounts, pledge, mortgage, sale and purchase, financial securities, guarantees, loans, banking facilities and other powers and authorities without any limitations and to sign any resolutions or amendments to the memorandum of association in connection therewith; and to appoint and retain lawyers and advocates to represent the Company and to appear before all courts, arbitration panels and similar tribunals including, without limitation, the Federal Supreme Court, and all courts of cassation, courts of appeal, courts of first instance and execution courts anywhere within the UAE and to employ debt collection agents for the Company. 9.2. Subject to the Regulations, and to any directions given by resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Articles and no such direction shall invalidate any prior act of the Directors, which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article 43 shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 9.3. The Director may, by power of attorney or otherwise, appoint any person to be the agent of the offshore company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers exercisable by the Directors. 10. DISQUALIFICATION AND REMOVAL OF DIRECTORS The office of a Director shall be vacated if: he ceases to be a Director by virtue of any provision of the Regulations or he becomes prohibited by law from or disqualified for being a Director; or (a) (b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or (c) he resigns his office by notice to the Company; or (d) he shall for more than six consecutive month have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated; or (e) the Company so resolves by Resolution. 11. DIRECTORS APPOINTMENTS AND INTERESTS 11.1. Unless otherwise determined by Resolution, the number of Directors (other than alternate Directors) shall not be subject to any maximum but shall consist of at least one. 11.2. Subject to the Regulations, the Directors may appoint one or more of their number to the office of managing Director or to any other executive office under the Company and may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services, as they think fit. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director and the Company. 11.3. Subject to the Regulations, and provided that he has disclosed to the Directors the nature and extent of any material interests of his, a Director notwithstanding his office - Commercial Re Jafza 8 Registrati التجار Shahad,VI,.,banking,,,management,and,commercial,powers,including,without,limitation,,,the,right,to,open,,,operate,and,close,bank,accounts,,,pledge,,,mortgage,,,sale,and,purchase,,,financial,securities,,,guarantees,,,loans,,,banking,facilities,and,other,powers,and,authorities,without,any,limitations,and,to,sign,any,resolutions,or,amendments,to,the,memorandum,of,association,in,connection,therewith,;,and,to,appoint,and,retain,lawyers,and,advocates,to,represent,the,Company,and,to,appear,before,all,courts,,,arbitration,panels,and,similar,tribunals,including,,,without,limitation,,,the,Federal,Supreme,Court,,,and,all,courts,of,cassation,,,courts,of,appeal,,,courts,of,first,instance,and,execution,courts,anywhere,within,the,UAE,and,to,employ,debt,collection,agents,for,the,Company,.,9.2,.,Subject,to,the,Regulations,,,and,to,any,directions,given,by,resolution,,,the,business,of,the,Company,shall,be,managed,by,the,Directors,who,may,exercise,all,the,powers,of,the,Company,.,No,alteration,of,the,Articles,and,no,such,direction,shall,invalidate,any,prior,act,of,the,Directors,,,which,would,have,been,valid,if,that,alteration,had,not,been,made,or,that,direction,had,not,been,given,.,The,powers,given,by,this,article,43,shall,not,be,limited,by,any,special,power,given,to,the,Directors,by,the,Articles,and,a,meeting,of,Directors,at,which,a,quorum,is,present,may,exercise,all,powers,exercisable,by,the,Directors,.,9.3,.,The,Director,may,,,by,power,of,attorney,or,otherwise,,,appoint,any,person,to,be,the,agent,of,the,offshore,company,for,such,purposes,and,on,such,conditions,as,they,determine,,,including,authority,for,the,agent,to,delegate,all,or,any,of,his,powers,exercisable,by,the,Directors,.,10,.,DISQUALIFICATION,AND,REMOVAL,OF,DIRECTORS,The,office,of,a,Director,shall,be,vacated,if,:,he,ceases,to,be,a,Director,by,virtue,of,any,provision,of,the,Regulations,or,he,becomes,prohibited,by,law,from,or,disqualified,for,being,a,Director,;,or,(,a,),(,b,),he,becomes,bankrupt,or,makes,any,arrangement,or,composition,with,his,creditors,generally,;,or,(,c,),he,resigns,his,office,by,notice,to,the,Company,;,or,(,d,),he,shall,for,more,than,six,consecutive,month,have,been,absent,without,permission,of,the,Directors,from,meetings,of,Directors,held,during,that,period,and,the,Directors,resolve,that,his,office,be,vacated,;,or,(,e,),the,Company,so,resolves,by,Resolution,.,11.,DIRECTORS,APPOINTMENTS,AND,INTERESTS,11.1,.,Unless,otherwise,determined,by,Resolution,,,the,number,of,Directors,(,other,than,alternate,Directors,),shall,not,be,subject,to,any,maximum,but,shall,consist,of,at,least,one,.,11.2,.,Subject,to,the,Regulations,,,the,Directors,may,appoint,one,or,more,of,their,number,to,the,office,of,managing,Director,or,to,any,other,executive,office,under,the,Company,and,may,enter,into,an,agreement,or,arrangement,with,any,Director,for,his,employment,by,the,Company,or,for,the,provision,by,him,of,any,services,outside,the,scope,of,the,ordinary,duties,of,a,Director,.,Any,such,appointment,,,agreement,or,arrangement,may,be,made,upon,such,terms,as,the,Directors,determine,and,they,may,remunerate,any,such,Director,for,his,services,,,as,they,think,fit,.,Any,appointment,of,a,Director,to,an,executive,office,shall,terminate,if,he,ceases,to,be,a,Director,and,the,Company,.,11.3,.,Subject,to,the,Regulations,,,and,provided,that,he,has,disclosed,to,the,Directors,the,nature,and,extent,of,any,material,interests,of,his,,,a,Director,notwithstanding,his,office,-,Commercial,Re,Jafza,8,Registrati,التجار,Shahad,11.4. 12. (a) may be a party to, or otherwise interested in, any transaction or arrangement with Company or in which the Company is otherwise interested; (b) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, anybody corporate promoted by the Company or in which the Company is otherwise interested; and (c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. For the purposes of Article 11.3.: (a) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and (b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his. PROCEEDINGS OF DIRECTORS 12.1. Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointer to a separate vote on behalf of his appointer in addition to his own vote. 12.2. The Directors may fix the quorum for the transaction of the business of the Directors and unless so fixed at any other number, the quorum shall be two, unless there is only one director in which case the quorum will be one. A person, who holds office only as an alternate Director shall, if his appointer is not present, be counted in the quorum. 12.3. The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but if the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting, this does not apply if there is only one director. 12.4. The Directors may appoint a chairman of the board of Directors and may at any time remove him from that position. Unless he is unwilling to do so, the Director so appointed shall preside at every meeting of Directors at which he is present. If there is no Director holding that position or if the Director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Directors present may appoint another Director to be chairman of the meeting. 12.5. All acts done by a meeting of Directors, or of a committee of Directors, or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified for holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote. 12.6. A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors or (as the case may be) a committee of Directors duly convened and held an may consist of several documents in the form each signed by one or more Directors; but a resolution signed by an alternate Director need not also be signed by his appointer and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity. Comme 9 Registration التجاري Sheand,11.4,.,12,.,(,a,),may,be,a,party,to,,,or,otherwise,interested,in,,,any,transaction,or,arrangement,with,Company,or,in,which,the,Company,is,otherwise,interested,;,(,b,),may,be,a,Director,or,other,officer,of,,,or,employed,by,,,or,a,party,to,any,transaction,or,arrangement,with,,,or,otherwise,interested,in,,,anybody,corporate,promoted,by,the,Company,or,in,which,the,Company,is,otherwise,interested,;,and,(,c,),shall,not,,,by,reason,of,his,office,,,be,accountable,to,the,Company,for,any,benefit,which,he,derives,from,any,such,office,or,employment,or,from,any,such,transaction,or,arrangement,or,from,any,interest,in,any,such,transaction,or,arrangement,shall,be,liable,to,be,avoided,on,the,ground,of,any,such,interest,or,benefit,.,For,the,purposes,of,Article,11.3,.:,(,a,),a,general,notice,given,to,the,Directors,that,a,Director,is,to,be,regarded,as,having,an,interest,of,the,nature,and,extent,specified,in,the,notice,in,any,transaction,or,arrangement,in,which,a,specified,person,or,class,of,persons,is,interested,shall,be,deemed,to,be,a,disclosure,that,the,Director,has,an,interest,in,any,such,transaction,of,the,nature,and,extent,so,specified,;,and,(,b,),an,interest,of,which,a,Director,has,no,knowledge,and,of,which,it,is,unreasonable,to,expect,him,to,have,knowledge,shall,not,be,treated,as,an,interest,of,his,.,PROCEEDINGS,OF,DIRECTORS,12.1,.,Subject,to,the,provisions,of,the,Articles,,,the,Directors,may,regulate,their,proceedings,as,they,think,fit,.,A,Director,may,,,and,the,secretary,at,the,request,of,a,Director,shall,,,call,a,meeting,of,the,Directors,.,Questions,arising,at,a,meeting,shall,be,decided,by,a,majority,of,votes,.,In,the,case,of,an,equality,of,votes,,,the,chairman,shall,have,a,second,or,casting,vote,.,A,Director,who,is,also,an,alternate,Director,shall,be,entitled,in,the,absence,of,his,appointer,to,a,separate,vote,on,behalf,of,his,appointer,in,addition,to,his,own,vote,.,12.2,.,The,Directors,may,fix,the,quorum,for,the,transaction,of,the,business,of,the,Directors,and,unless,so,fixed,at,any,other,number,,,the,quorum,shall,be,two,,,unless,there,is,only,one,director,in,which,case,the,quorum,will,be,one,.,A,person,,,who,holds,office,only,as,an,alternate,Director,shall,,,if,his,appointer,is,not,present,,,be,counted,in,the,quorum,.,12.3,.,The,continuing,Directors,or,a,sole,continuing,Director,may,act,notwithstanding,any,vacancies,in,their,number,,,but,if,the,number,of,Directors,is,less,than,the,number,fixed,as,the,quorum,,,the,continuing,Directors,or,Director,may,act,only,for,the,purpose,of,filling,vacancies,or,of,calling,a,general,meeting,,,this,does,not,apply,if,there,is,only,one,director,.,12.4,.,The,Directors,may,appoint,a,chairman,of,the,board,of,Directors,and,may,at,any,time,remove,him,from,that,position,.,Unless,he,is,unwilling,to,do,so,,,the,Director,so,appointed,shall,preside,at,every,meeting,of,Directors,at,which,he,is,present,.,If,there,is,no,Director,holding,that,position,or,if,the,Director,holding,it,is,unwilling,to,preside,or,is,not,present,within,five,minutes,after,the,time,appointed,for,the,meeting,,,the,Directors,present,may,appoint,another,Director,to,be,chairman,of,the,meeting,.,12.5,.,All,acts,done,by,a,meeting,of,Directors,,,or,of,a,committee,of,Directors,,,or,by,a,person,acting,as,a,Director,shall,,,notwithstanding,that,it,be,afterwards,discovered,that,there,was,a,defect,in,the,appointment,of,any,Director,or,that,any,of,them,were,disqualified,for,holding,office,,,or,had,vacated,office,,,or,were,not,entitled,to,vote,,,be,as,valid,as,if,every,such,person,had,been,duly,appointed,and,was,qualified,and,had,continued,to,be,a,Director,and,had,been,entitled,to,vote,.,12.6,.,A,resolution,in,writing,signed,by,all,the,Directors,entitled,to,receive,notice,of,a,meeting,of,Directors,or,(,as,the,case,may,be,),a,committee,of,Directors,duly,convened,and,held,an,may,consist,of,several,documents,in,the,form,each,signed,by,one,or,more,Directors,;,but,a,resolution,signed,by,an,alternate,Director,need,not,also,be,signed,by,his,appointer,and,,,if,it,is,signed,by,a,Director,who,has,appointed,an,alternate,Director,,,it,need,not,be,signed,by,the,alternate,Director,in,that,capacity,.,Comme,9,Registration,التجاري,Sheand

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[email protected],"'Cbr'" <[email protected]>,AW: Reminder: Annual Update KYC/AML documents 2023/2024 -Bank Sepah,Dear Colleagues, Hope this e-mail finds you well. Thank you very much for returning the AML/KYC documents. Going through the documents we noticed a few issues that need further clarification resp. documents that are missing. You are kindly requested to provide us with the Official Gazette(s) in English language regarding the appointment of Mr. Ebrahimi, Mr. Partoafkanan, Mr. Hosseini and Mr. Mohaghegh Nia as Member of the Board of Management. They all have been in the Board of Management of your good bank for quite a while. If the official Gazette(s) is (are) not available yet, we kindly ask you to provide us with the minutes of the meeting(s) of the General Assembly or Board of Management (in English language) in which the gentlemen were appointed including the relevant approval of Central Bank of Iran (in English language). Kindly note, that this issue is very important to us. In case this document (or equivalent) is not available to us we need to consider KYC requirements as not fulfilled and we are forced by law to block the account of your good bank for incoming and outgoing transactions (which we would like to avoid). Therefore we kindly ask you to provide us with the documents until 25.12.2023 latest. Regarding the AML questionnaire please comment on the following issue: In how far are European policies and procedures are considered in your good bank? [cid:[email protected]] Additionally please provide us again with the organizational chart of your good bank as it is not readable when printed. Kindly provide us with these information at your earliest convenience. Thank you very much for your kind cooperation. Mit freundlichen Grüßen / Kind regards Nicola Mense Correspondent Banking Relationship Phone: +49 40 32109-454 Fax: +49 40 32109-459 E-Mail: [email protected]<mailto:[email protected]> Website: www.eihbank.de<http://www.eihbank.de/> Europäisch-Iranische Handelsbank AG • Depenau 2 • D-20095 Hamburg Vorstand / Board of Management: Arash Onsori (Vorsitzender des Vorstandens / Chairman), Ralf Vollmering Aufsichtsrat / Supervisory Board: Dr. Ali Khorsandian (Vorsitzender / Chairman) BIC EIHBDEHH • Register: Hamburg HRB 14604 • UST-ID / VAT-ID: DE 118513728 ________________________________ Vertraulichkeit: Diese E-Mail inkl. aller Anlagen enthält vertrauliche und/oder rechtlich geschützte Informationen. Wenn Sie nicht der richtige Adressat sind oder diese E-Mail irrtümlich erhalten haben, informieren Sie bitte sofort den Absender und löschen Sie diese E-Mail. Das unerlaubte Kopieren sowie die unbefugte Weitergabe, auch von Teilen dieser E-Mail, sind nicht gestattet. Sicherheit: Die Bank hat alle verkehrsüblichen Maßnahmen getroffen, um das Risiko der Verbreitung virenbefallener Software oder E-Mails zu minimieren. Dennoch können wir aufgrund der Natur des Internets das Risiko eines Computervirenbefalls dieser E-Mail nicht ausschließen. Wir empfehlen Ihnen daher dringend, eigene Virenkontrollen durchzuführen. Confidence: This E-Mail incl. all attachments may contain confidential and/or privileged information. If you are not the intended recipient or have received this e-mail in error, please notify the sender immediately and delete this e-mail. Any unauthorized copying, disclosure or distribution, even of parts of this e-mail, is strictly forbidden. Security: The bank has taken precautions to minimize the risk of transmitting software viruses, but nevertheless, according to the nature of internet, the bank cannot guarantee a clean e-mail. We urgently advise you to carry out your own virus checks on this e-mail. ________________________________ P Think before you print Von: Cbr <[email protected]> Gesendet: Sonntag, 19. November 2023 07:54 An: [email protected] Cc: Mohammadi, Ahmad <[email protected]>; Hemmat, Mojan <[email protected]> Betreff: Re: Reminder: Annual Update KYC/AML documents 2023/2024 -Bank Sepah Dear colleagues, We hope you find this email very well. We would like to thank you for holding a meeting with your good bank officials in Tehran. Re your email dated 15.11.2023 and 30.10.2023, regarding Annual Update KYC/AML, enclosed you may find: - Signed and sealed questionnaire for Correspondent Banks -Signed and sealed Wolfsberg AML-Questionnaire (CBDDQ) Together with the related documents. Kindly acknowledge the receipt. Best regards ----- Original Message ----- ________________________________ From: [email protected]<mailto:[email protected]> Date: 15/11/2023 04:56 pm To: Bank Sepah HO ([email protected]<mailto:[email protected]>) Cc: [email protected]<mailto:[email protected]> Subject: Reminder: Annual Update KYC/AML documents 2023/2024 -Bank Sepah Dear Colleagues, Hope this email finds you well. We should thank you very much for the meeting last week in Tehran. It was our pleasure meeting the representatives of your good bank in the premises of eihbank. For good order sake we hereby kindly remind you to provide us with the requested AML/KYC documentsuntil 27.11.2023. List with authorized representatives have been handed over during the meeting on 07.11 2023, verified passport copies have been received from the colleagues of our branch. Thank you for your kind cooperation and reply. Please do not hesitate to contact us for further information. Mit freundlichen Grüßen / Kind regards Nicola Mense Correspondent Banking Relationship Phone: +49 40 32109-454 Fax: +49 40 32109-459 E-Mail: [email protected]<mailto:[email protected]> Website:www.eihbank.de<http://www.eihbank.de/> Europäisch-Iranische Handelsbank AG• Depenau 2 • D-20095 Hamburg Vorstand / Board of Management: Arash Onsori (Vorsitzender des Vorstandens / Chairman), Ralf Vollmering Aufsichtsrat / Supervisory Board: Dr. Ali Khorsandian (Vorsitzender / Chairman) BIC EIHBDEHH•Register: Hamburg HRB 14604•UST-ID / VAT-ID: DE 118513728 ________________________________ Vertraulichkeit: Diese E-Mail inkl. aller Anlagen enthält vertrauliche und/oder rechtlich geschützte Informationen. Wenn Sie nicht der richtige Adressat sind oder diese E-Mail irrtümlich erhalten haben, informieren Sie bitte sofort den Absender und löschen Sie diese E-Mail. Das unerlaubte Kopieren sowie die unbefugte Weitergabe, auch von Teilen dieser E-Mail, sind nicht gestattet. Sicherheit: Die Bank hat alle verkehrsüblichen Maßnahmen getroffen, um das Risiko der Verbreitung virenbefallener Software oder E-Mails zu minimieren. Dennoch können wir aufgrund der Natur des Internets das Risiko eines Computervirenbefalls dieser E-Mail nicht ausschließen. Wir empfehlen Ihnen daher dringend, eigene Virenkontrollen durchzuführen. Confidence: This E-Mail incl. all attachments may contain confidential and/or privileged information.If you are not the intended recipient or have received this e-mail in error, please notify the sender immediately and delete this e-mail. Any unauthorized copying, disclosure or distribution, even of parts of this e-mail, is strictly forbidden. Security: The bank has taken precautions to minimize the risk of transmitting software viruses, but nevertheless, according to the nature of internet, the bank cannot guarantee a clean e-mail. We urgently advise you to carry out your own virus checks on this e-mail. ________________________________ PThink before you print Von: [email protected]<mailto:[email protected]> <[email protected]<mailto:[email protected]>> Gesendet: Montag, 30. Oktober 2023 15:42 An: Bank Sepah HO <[email protected]<mailto:[email protected]>> Cc: [email protected]<mailto:[email protected]> Betreff: Annual Update KYC/ANL documents 2023/2024 -Bank Sepah Dear Mr. Amirikolyaee, We hope, this e-mail finds you well. In order to comply with prevailing rules and regulation we are obliged to regularly perform AML/KYC update for our correspondent banking partners. Attached please find our letter regarding current AML/KYC-update as well as the updated Wolfsberg AML-Questionnaire (2023 version) plus additional Questionnaire for Correspondent Banks and list of Persons with Right of Representation which we kindly ask your good bank to fill in andreturn to us duly signed until 27.11.2023. In case there have been any changes to the Board of Management of your good bank compared to prior information we are obliged to obtain apassport copy of each person that is new to the board. Further please provide us with a copy of the relevantOfficial Gazette or Official Appointment letter from CBI (in English language). According to German anti-money laundering law we are also obliged to identify personally all individuals with right of representation in regard to the correspondent banking account via acertified passport copy. Certified passport copies are only available for persons who have not been identified earlier. For identification / verification procedure please contact our Tehran Branch, Tel. +98 21 22149466 / 22149520 and 22149560 or e-mail:[email protected]<mailto:[email protected]>,[email protected]<mailto:[email protected]>. Please note that you, within your position as account holder, are obliged with view to law as well as to our General Business Conditions, to provide us with your mandatory current kyc-documentation; otherwise, we are unfortunately bound by Anti-Money-Laundering Act to block the account for any outgoing or incoming transactions. Do not hesitate to contact us in case of any question. Any questions can also be discussed in our meeting on the occasion of our visit to Tehran next week. Thank you very much for your kind cooperation Mit freundlichen Grüßen / Kind regards Nicola Mense Correspondent Banking Relationship Phone: +49 40 32109-454 Fax: +49 40 32109-459 E-Mail: [email protected]<mailto:[email protected]> Website:www.eihbank.de<http://www.eihbank.de/> Europäisch-Iranische Handelsbank AG• Depenau 2 • D-20095 Hamburg Vorstand / Board of Management: Arash Onsori (Vorsitzender des Vorstandens / Chairman), Ralf Vollmering Aufsichtsrat / Supervisory Board: Dr. Ali Khorsandian (Vorsitzender / Chairman) BIC EIHBDEHH•Register: Hamburg HRB 14604•UST-ID / VAT-ID: DE 118513728 ________________________________ Vertraulichkeit: Diese E-Mail inkl. aller Anlagen enthält vertrauliche und/oder rechtlich geschützte Informationen. Wenn Sie nicht der richtige Adressat sind oder diese E-Mail irrtümlich erhalten haben, informieren Sie bitte sofort den Absender und löschen Sie diese E-Mail. Das unerlaubte Kopieren sowie die unbefugte Weitergabe, auch von Teilen dieser E-Mail, sind nicht gestattet. Sicherheit: Die Bank hat alle verkehrsüblichen Maßnahmen getroffen, um das Risiko der Verbreitung virenbefallener Software oder E-Mails zu minimieren. Dennoch können wir aufgrund der Natur des Internets das Risiko eines Computervirenbefalls dieser E-Mail nicht ausschließen. Wir empfehlen Ihnen daher dringend, eigene Virenkontrollen durchzuführen. Confidence: This E-Mail incl. all attachments may contain confidential and/or privileged information.If you are not the intended recipient or have received this e-mail in error, please notify the sender immediately and delete this e-mail. Any unauthorized copying, disclosure or distribution, even of parts of this e-mail, is strictly forbidden. Security: The bank has taken precautions to minimize the risk of transmitting software viruses, but nevertheless, according to the nature of internet, the bank cannot guarantee a clean e-mail. We urgently advise you to carry out your own virus checks on this e-mail. ________________________________ PThink before you print

"Cbr" <[email protected]>,[email protected],Re: AW: Reminder: Annual Update KYC/AML documents 2023/2024 -Bank Sepah, Dear Colleague We hope find this email very well. Re your email dated 01.12.2023, please note that we will provide you with the requested translations and sufficient clarifications regarding your inquiry in the upcoming days.  Best regards Correspondent Banking Relations T:+98-21-84433930 ----- Original Message ----- From: [email protected] Date: 01/12/2023 03:12 pm To: Cbr ([email protected]) Cc: Mohammadi, Ahmad ([email protected]), Hemmat, Mojan ([email protected]), [email protected] Subject: AW: Reminder: Annual Update KYC/AML documents 2023/2024 -Bank Sepah Dear Colleagues, Hope this e-mail finds you well. Thank you very much for returning the AML/KYC documents. Going through the documents we noticed a few issues that need further clarification resp. documents that are missing. You are kindly requested to provide us with theOfficial Gazette(s) in English language regarding the appointment of Mr. Ebrahimi,Mr. Partoafkanan, Mr. Hosseini and Mr. Mohaghegh Nia as Member of the Board of Management. They all have been in the Board of Management of your good bank for quite a while. If the official Gazette(s) is (are) not available yet, we kindly ask you to provide us with the minutes of the meeting(s) of the General Assembly or Board of Management (in English language) in which the gentlemen were appointed including the relevant approval of Central Bank of Iran (in English language). Kindly note, that this issue is very important to us. In case this document (or equivalent) is not available to us we need to consider KYC requirements as not fulfilled and we are forced by law to block the account of your good bank for incoming  and outgoing transactions (which we would like to avoid). Therefore we kindly ask you to provide us with the documents until25.12.2023 latest. Regarding theAML questionnaire please comment on the following issue: In how far are European policies and procedures are considered in your good bank? Additionally please provide us again with the organizational chart of your good bank as it is not readable when printed. Kindly provide us with these information at your earliest convenience. Thank you very much for your kind cooperation. Mit freundlichen Grüßen / Kind regards Nicola Mense Correspondent Banking Relationship Phone:     +49 40 32109-454 Fax:         +49 40 32109-459 E-Mail:   [email protected] Website:www.eihbank.de Europäisch-Iranische Handelsbank AG§ Depenau 2§ D-20095 Hamburg Vorstand / Board of Management: Arash Onsori (Vorsitzender des Vorstandens / Chairman), Ralf Vollmering Aufsichtsrat / Supervisory Board: Dr. Ali Khorsandian (Vorsitzender / Chairman) BIC EIHBDEHH§Register: Hamburg HRB 14604§UST-ID / VAT-ID: DE 118513728 Vertraulichkeit: Diese E-Mail inkl. aller Anlagen enthält vertrauliche und/oder rechtlich geschützte Informationen. Wenn Sie nicht der richtige Adressat sind oder diese E-Mail irrtümlich erhalten haben, informieren Sie bitte sofort den Absender und löschen Sie diese E-Mail. Das unerlaubte Kopieren sowie die unbefugte Weitergabe, auch von Teilen dieser E-Mail, sind nicht gestattet. Sicherheit: Die Bank hat alle verkehrsüblichen Maßnahmen getroffen, um das Risiko der Verbreitung virenbefallener Software oder E-Mails zu minimieren. Dennoch können wir aufgrund der Natur des Internets das Risiko eines Computervirenbefalls dieser E-Mail nicht ausschließen. Wir empfehlen Ihnen daher dringend, eigene Virenkontrollen durchzuführen. Confidence: This E-Mail incl. all attachments may contain confidential and/or privileged information.If you are not the intended recipient or have received this e-mail in error, please notify the sender immediately and delete this e-mail. Any unauthorized copying, disclosure or distribution, even of parts of this e-mail, is strictly forbidden. Security: The bank has taken precautions to minimize the risk of transmitting software viruses, but nevertheless, according to the nature of internet, the bank cannot guarantee a clean e-mail. We urgently advise you to carry out your own virus checks on this e-mail. PThink before you print Von: Cbr <[email protected]> Gesendet: Sonntag, 19. November 2023 07:54 An: [email protected] Cc: Mohammadi, Ahmad <[email protected]>; Hemmat, Mojan <[email protected]> Betreff: Re: Reminder: Annual Update KYC/AML documents 2023/2024 -Bank Sepah Dear colleagues, We hope you find this email very well. We would like to thank you for holding a meeting with your good bank officials in Tehran. Re your email dated 15.11.2023 and 30.10.2023, regarding Annual Update KYC/AML, enclosed you may find: - Signed and sealed questionnaire for Correspondent Banks -Signed and sealed   Wolfsberg AML-Questionnaire  (CBDDQ) Together with the related documents.  Kindly acknowledge the receipt. Best regards ----- Original Message ----- From:[email protected] Date: 15/11/2023 04:56 pm To: Bank Sepah HO ([email protected]) Cc: [email protected] Subject: Reminder: Annual Update KYC/AML documents 2023/2024 -Bank Sepah Dear Colleagues, Hope this email finds you well. We should thank you very much for the meeting last week in Tehran. It was our pleasure meeting the representatives of your good bank in the premises of eihbank. For good order sake we hereby kindly remind you to provide us with the requested AML/KYC documentsuntil 27.11.2023. List with authorized representatives have been handed over during the meeting on 07.11 2023, verified passport copies have been received from the colleagues of our branch. Thank you for your kind cooperation and reply. Please do not hesitate to contact us for further information. Mit freundlichen Grüßen / Kind regards Nicola Mense Correspondent Banking Relationship Phone:     +49 40 32109-454 Fax:         +49 40 32109-459 E-Mail:  [email protected]  Website:www.eihbank.de Europäisch-Iranische Handelsbank AG§ Depenau 2 § D-20095 Hamburg Vorstand / Board of Management: Arash Onsori (Vorsitzender des Vorstandens / Chairman), Ralf Vollmering Aufsichtsrat / Supervisory Board: Dr. Ali Khorsandian (Vorsitzender / Chairman) BIC EIHBDEHH§Register: Hamburg HRB 14604§UST-ID / VAT-ID: DE 118513728 Vertraulichkeit: Diese E-Mail inkl. aller Anlagen enthält vertrauliche und/oder rechtlich geschützte Informationen. Wenn Sie nicht der richtige Adressat sind oder diese E-Mail irrtümlich erhalten haben, informieren Sie bitte sofort den Absender und löschen Sie diese E-Mail. Das unerlaubte Kopieren sowie die unbefugte Weitergabe, auch von Teilen dieser E-Mail, sind nicht gestattet.  Sicherheit: Die Bank hat alle verkehrsüblichen Maßnahmen getroffen, um das Risiko der Verbreitung virenbefallener Software oder E-Mails zu minimieren. Dennoch können wir aufgrund der Natur des Internets das Risiko eines Computervirenbefalls dieser E-Mail nicht ausschließen. Wir empfehlen Ihnen daher dringend, eigene Virenkontrollen durchzuführen. Confidence: This E-Mail incl. all attachments may contain confidential and/or privileged information.If you are not the intended recipient or have received this e-mail in error, please notify the sender immediately and delete this e-mail. Any unauthorized copying, disclosure or distribution, even of parts of this e-mail, is strictly forbidden. Security: The bank has taken precautions to minimize the risk of transmitting software viruses, but nevertheless, according to the nature of internet, the bank cannot guarantee a clean e-mail. We urgently advise you to carry out your own virus checks on this e-mail. PThink before you print Von: [email protected] <[email protected]> Gesendet: Montag, 30. Oktober 2023 15:42 An: Bank Sepah HO <[email protected]> Cc: [email protected] Betreff: Annual Update KYC/ANL documents 2023/2024 -Bank Sepah Dear Mr. Amirikolyaee, We hope, this e-mail finds you well.  In order to comply with prevailing rules and regulation we are obliged to regularly perform AML/KYC update for our correspondent banking partners. Attached please find our letter regarding current AML/KYC-update as well as the updated Wolfsberg AML-Questionnaire (2023 version) plus additional Questionnaire for Correspondent Banks and list of Persons with Right of Representation which we kindly ask your good bank to fill in andreturn to us duly signed until27.11.2023. In case there have been any changes to the Board of Management of your good bank compared to prior information we are obliged to obtain apassport copy of each person that is new to the board. Further please provide us with a copy of the relevantOfficial Gazette or Official Appointment letter from CBI (in English language). According to German anti-money laundering law we are also obliged to identify personally all individuals with right of representation in regard to the correspondent banking account via acertified passport copy. Certified passport copies are only available for persons who have not been identified earlier. For identification / verification procedure please contact our Tehran Branch, Tel. +98 21 22149466 / 22149520 and 22149560 or e-mail:[email protected],[email protected]. Please note that you, within your position as account holder, are obliged with view to law as well as to our General Business Conditions, to provide us with your mandatory current kyc-documentation; otherwise, we are unfortunately bound by Anti-Money-Laundering Act to block the account for any outgoing or incoming transactions. Do not hesitate to contact us in case of any question. Any questions can also be discussed in our meeting on the occasion of our visit to Tehran next week. Thank you very much for your kind cooperation Mit freundlichen Grüßen / Kind regards Nicola Mense Correspondent Banking Relationship Phone:     +49 40 32109-454 Fax:         +49 40 32109-459 E-Mail:  [email protected]  Website:www.eihbank.de Europäisch-Iranische Handelsbank AG§ Depenau 2 § D-20095 Hamburg Vorstand / Board of Management: Arash Onsori (Vorsitzender des Vorstandens / Chairman), Ralf Vollmering Aufsichtsrat / Supervisory Board: Dr. Ali Khorsandian (Vorsitzender / Chairman) BIC EIHBDEHH§Register: Hamburg HRB 14604§UST-ID / VAT-ID: DE 118513728 Vertraulichkeit: Diese E-Mail inkl. aller Anlagen enthält vertrauliche und/oder rechtlich geschützte Informationen. Wenn Sie nicht der richtige Adressat sind oder diese E-Mail irrtümlich erhalten haben, informieren Sie bitte sofort den Absender und löschen Sie diese E-Mail. Das unerlaubte Kopieren sowie die unbefugte Weitergabe, auch von Teilen dieser E-Mail, sind nicht gestattet.  Sicherheit: Die Bank hat alle verkehrsüblichen Maßnahmen getroffen, um das Risiko der Verbreitung virenbefallener Software oder E-Mails zu minimieren. Dennoch können wir aufgrund der Natur des Internets das Risiko eines Computervirenbefalls dieser E-Mail nicht ausschließen. Wir empfehlen Ihnen daher dringend, eigene Virenkontrollen durchzuführen. Confidence: This E-Mail incl. all attachments may contain confidential and/or privileged information.If you are not the intended recipient or have received this e-mail in error, please notify the sender immediately and delete this e-mail. Any unauthorized copying, disclosure or distribution, even of parts of this e-mail, is strictly forbidden. Security: The bank has taken precautions to minimize the risk of transmitting software viruses, but nevertheless, according to the nature of internet, the bank cannot guarantee a clean e-mail. We urgently advise you to carry out your own virus checks on this e-mail. PThink before you print

NOTARIAL CERTIFICATE TO ALL TO WHOM THESE PRESENTS SHALL COME, I, CHING YIN KAY MASON, Notary Public, duly admitted, authorised and sworn, practising in Hong Kong Special Administrative Region of the People's Republic of China DO HEREBY CERTIFY that the following documents as attached hereto in respect of Worth Seen Energy Limited are true copies certified by the Hong Kong Companies Registry and the Inland Revenue Department respectively:- 1. Certificate of Incorporation of Worth Seen Energy Limited dated 29 July 2021; 2. Certificate of Business Registration of Worth Seen Energy Limited; and 3. Articles of Association of Worth Seen Energy Limited. рит le only certifies the authenticity of the signature and the capacity of the person who the public document, and, where appropriate, the identity of the seal or stamp which document bears. This Apostille does not certify the content of the document for which it was issued. To verify the issuance of this Apostille, see "https:www.judiciarych/en/court_services_facilities/appstille_verification.html" 此項文件加徹就公共文件上簽署的真確性、簽署人的身分及,如適用的話,文件上 的蓋面蓋印予以證明,此項文件加箸並不就义件的內容作出證明 - 就發出此文件加簽 ZZ ♬ "https://www.judiciary.hk/zh/court services facilities/apostille verification.html" 1. Country: APOSTILLE (Convention de La Haye du 5 octobre 1961) Hong Kong, China 中國香港 IN TESTIMONY whereof I have hereunto subscribed my name and affixed my Seal of Office this 12th day of September in the Year Two 國家/地區 This public document 此公共文件 2. has been signed by 簽署人為 CHING Yin Kay Mason 3. acting in the capacity of Notary Public 其行事的身分為 公證人 4. bears the seal stamp of CHING Yin Kay Mason 蓋有的蓋章/蓋印 Thousand and Twenty-four. Masilly CHING YIN KAY MASON Notary Public. Hong Kong Special Administrative Region of the People's Republic of China Certified 加簽註明 High Court 6. the 19 SEP 2024 於 2024年09月19日 5. at 在 7. by 由 8. No 編號 9. Seal stamp: 蓋蓋印 高等法院 Simon KWANG Registrar, High Court 卓宏 高等法院司法常務官 118143/2024 法 和 院 漿 鑑 * 10. Signature: 簽署 煺 Reference Code 73008237 KONG E HIGH COURT HONG THE SEAL OF THE IN/NP/1008308828/2024 1,NOTARIAL,CERTIFICATE,TO,ALL,TO,WHOM,THESE,PRESENTS,SHALL,COME,,,I,,,CHING,YIN,KAY,MASON,,,Notary,Public,,,duly,admitted,,,authorised,and,sworn,,,practising,in,Hong,Kong,Special,Administrative,Region,of,the,People's,Republic,of,China,DO,HEREBY,CERTIFY,that,the,following,documents,as,attached,hereto,in,respect,of,Worth,Seen,Energy,Limited,are,true,copies,certified,by,the,Hong,Kong,Companies,Registry,and,the,Inland,Revenue,Department,respectively,:,-,1.,Certificate,of,Incorporation,of,Worth,Seen,Energy,Limited,dated,29,July,2021,;,2.,Certificate,of,Business,Registration,of,Worth,Seen,Energy,Limited,;,and,3.,Articles,of,Association,of,Worth,Seen,Energy,Limited,.,рит,le,only,certifies,the,authenticity,of,the,signature,and,the,capacity,of,the,person,who,the,public,document,,,and,,,where,appropriate,,,the,identity,of,the,seal,or,stamp,which,document,bears,.,This,Apostille,does,not,certify,the,content,of,the,document,for,which,it,was,issued,.,To,verify,the,issuance,of,this,Apostille,,,see,",https,:,www.judiciarych,/,en,/,court_services_facilities,/,appstille_verification.html,",此項,文件,加徹,就,公共,文件,上,簽署,的,真確,性,、,簽署,人,的,身分,及,,,如,適用,的,話,,,文件,上,的,蓋,面,蓋印,予以,證明,,,此項,文件,加,箸,並不,就义,件,的,內容,作出,證明,-,就,發出,此,文件,加,簽,ZZ,♬,",https://www.judiciary.hk/zh/court,services,facilities,/,apostille,verification.html,",1.,Country,:,APOSTILLE,(,Convention,de,La,Haye,du,5,octobre,1961,),Hong,Kong,,,China,中國,香港,IN,TESTIMONY,whereof,I,have,hereunto,subscribed,my,name,and,affixed,my,Seal,of,Office,this,12th,day,of,September,in,the,Year,Two,國家,/,地區,This,public,document,此,公共,文件,2.,has,been,signed,by,簽署,人為,CHING,Yin,Kay,Mason,3.,acting,in,the,capacity,of,Notary,Public,其,行事,的,身分,為,公證人,4.,bears,the,seal,stamp,of,CHING,Yin,Kay,Mason,蓋,有的,蓋章,/,蓋印,Thousand,and,Twenty,-,four,.,Masilly,CHING,YIN,KAY,MASON,Notary,Public,.,Hong,Kong,Special,Administrative,Region,of,the,People's,Republic,of,China,Certified,加,簽,註明,High,Court,6.,the,19,SEP,2024,於,2024,年,09,月,19,日,5.,at,在,7.,by,由,8.,No,編號,9.,Seal,stamp,:,蓋,蓋印,高等法院,Simon,KWANG,Registrar,,,High,Court,卓,宏,高等法院,司法,常務,官,118143/2024,法,和,院,漿,鑑,*,10.,Signature,:,簽署,煺,Reference,Code,73008237,KONG,E,HIGH,COURT,HONG,THE,SEAL,OF,THE,IN,/,NP,/,1008308828,/,2024,1,exy plementary provisions as to conflicts of interest director may hold any other office or position of profit under the company (other than the office of auditor and if the company has only 1 director, the office of company secretary) in conjunction with the office of director for a period and on terms (as to remuneration or otherwise) that the directors determine.mpanies 2) A director or intending director is not disqualified by the office of director from contracting with the company (a) with regard to the tenure of the other office or position of profit mentioned in paragraph (1); (b) as vendor, purchaser or otherwise. (3) The contract mentioned in paragraph (2) or any transaction, arrangement or contract entered into fo by or on behalf of the company in which any director is in any way Interested is not liable to be avoided. caperitate (4) A director who has entered into a contract mentioned in paragraph (2) or is interested in a transaction, arrangement or contract mentioned in paragraph (3) is not liable to account to the C company for any profit realized by the transaction, arrangement or contract by reason of (a) the director holding the office; or Regis(b) the fiduciary relation established by the office. ****** ry tamponic region (5) Paragraph (1), (2), (3) or (4) only applies if the director has declared the nature and extent of the director's interest under the paragraph to the other directors in accordance with section 536 of pics the Ordinance. (6) A director of the company may be a director or other officer of, or be otherwise interested in-s (a) any company promoted by the company; or (b) any company in which the company may be interested as shareholder or otherwise......... (7) S Subject to the Ordinance, the director is not a accountable to the company for any remuneration or other benefits received by the director as a director or officer of, or from the director's interest In, the other company unless the company otherwise directs. 16. Validity of acts of meeting of directors Comp The acts of any meeting of directors or the acts of any person acting as a director are as valid as if the Compas directors or the person had been duly appointed as a director and was qualified to be a director, even if ******* it is afterwards discovered that- tep 97 Compact (a) there was a defect in the appointment of any of the directors or of the person acting as a director, (b) any one or more of them were not qualified to be a director or were disqualified from being a director, Mist (c) egistry ou(d) any one or more of them had ceased to hold office as a director; or EMIER CAME Register Companies Rerumpanies He any one or more of them were not entitled to vote on the matter in question. Laperiestres 32 ompanion 17. Record of decisions to be kept The directors must ensure that the company keeps a written record of every decision taken by the directors under article 6(1) for at least 10 years from the date of the decision. Companies of g mp@mcc5R¢gi= mer стральная 18. Written record of decision of sole director (1) E (2) 2441 Re This article applies if the company has only 1 director and the director takes any decision that (a) may be taken in a directors' meeting; and (b) has effect as if agreed in a directors' meeting. ॐ The director must provide the company with a written record of the decision within 7 days after lunc Campanthe decision is made. (3) The director is not required to comply with paragraph (2) if the decision is taken by way of a resolution in writing.******** g (4) If the decision is taken by way of a resolution in writing, the company must keep the resolution for curoria at least 10 years from the date of the decision. Comp. m (5) The company must also keep a written record provided to it in accordance with paragraph (2) for at least 10 years from the date of the decision. 19. Directors' discretion to make further rules Regi Subject to these articles, the directors may make any rule that they think fit about compute (a) how they take decisions; and (b) eye how the rules are to be recorded or communicated to directors. #S #padeRegistrys Minmin Remistry & /## [mpmeriComponent(x)) = {xy Remonte Recipe poate, sest panic Repai2 W Companies legitinis pam Computers Register -6- Companter&cpiter [Come 499 (Company Canyon - 6 Lampenis Registry computies gister #Cumpawler Reinicke,exy,plementary,provisions,as,to,conflicts,of,interest,director,may,hold,any,other,office,or,position,of,profit,under,the,company,(,other,than,the,office,of,auditor,and,if,the,company,has,only,1,director,,,the,office,of,company,secretary,),in,conjunction,with,the,office,of,director,for,a,period,and,on,terms,(,as,to,remuneration,or,otherwise,),that,the,directors,determine.mpanies,2,),A,director,or,intending,director,is,not,disqualified,by,the,office,of,director,from,contracting,with,the,company,(,a,),with,regard,to,the,tenure,of,the,other,office,or,position,of,profit,mentioned,in,paragraph,(,1,),;,(,b,),as,vendor,,,purchaser,or,otherwise,.,(,3,),The,contract,mentioned,in,paragraph,(,2,),or,any,transaction,,,arrangement,or,contract,entered,into,fo,by,or,on,behalf,of,the,company,in,which,any,director,is,in,any,way,Interested,is,not,liable,to,be,avoided,.,caperitate,(,4,),A,director,who,has,entered,into,a,contract,mentioned,in,paragraph,(,2,),or,is,interested,in,a,transaction,,,arrangement,or,contract,mentioned,in,paragraph,(,3,),is,not,liable,to,account,to,the,C,company,for,any,profit,realized,by,the,transaction,,,arrangement,or,contract,by,reason,of,(,a,),the,director,holding,the,office,;,or,Regis,(,b,),the,fiduciary,relation,established,by,the,office,.,******,ry,tamponic,region,(,5,),Paragraph,(,1,),,,(,2,),,,(,3,),or,(,4,),only,applies,if,the,director,has,declared,the,nature,and,extent,of,the,director's,interest,under,the,paragraph,to,the,other,directors,in,accordance,with,section,536,of,pics,the,Ordinance,.,(,6,),A,director,of,the,company,may,be,a,director,or,other,officer,of,,,or,be,otherwise,interested,in,-,s,(,a,),any,company,promoted,by,the,company,;,or,(,b,),any,company,in,which,the,company,may,be,interested,as,shareholder,or,otherwise,.........,(,7,),S,Subject,to,the,Ordinance,,,the,director,is,not,a,accountable,to,the,company,for,any,remuneration,or,other,benefits,received,by,the,director,as,a,director,or,officer,of,,,or,from,the,director's,interest,In,,,the,other,company,unless,the,company,otherwise,directs,.,16.,Validity,of,acts,of,meeting,of,directors,Comp,The,acts,of,any,meeting,of,directors,or,the,acts,of,any,person,acting,as,a,director,are,as,valid,as,if,the,Compas,directors,or,the,person,had,been,duly,appointed,as,a,director,and,was,qualified,to,be,a,director,,,even,if,*******,it,is,afterwards,discovered,that-,tep,97,Compact,(,a,),there,was,a,defect,in,the,appointment,of,any,of,the,directors,or,of,the,person,acting,as,a,director,,,(,b,),any,one,or,more,of,them,were,not,qualified,to,be,a,director,or,were,disqualified,from,being,a,director,,,Mist,(,c,),egistry,ou,(,d,),any,one,or,more,of,them,had,ceased,to,hold,office,as,a,director,;,or,EMIER,CAME,Register,Companies,Rerumpanies,He,any,one,or,more,of,them,were,not,entitled,to,vote,on,the,matter,in,question,.,Laperiestres,32,ompanion,17.,Record,of,decisions,to,be,kept,The,directors,must,ensure,that,the,company,keeps,a,written,record,of,every,decision,taken,by,the,directors,under,article,6,(,1,),for,at,least,10,years,from,the,date,of,the,decision,.,Companies,of,g,mp,@,mcc5R,¢,gi,=,mer,стральная,18.,Written,record,of,decision,of,sole,director,(,1,),E,(,2,),2441,Re,This,article,applies,if,the,company,has,only,1,director,and,the,director,takes,any,decision,that,(,a,),may,be,taken,in,a,directors,',meeting,;,and,(,b,),has,effect,as,if,agreed,in,a,directors,',meeting,.,ॐ,The,director,must,provide,the,company,with,a,written,record,of,the,decision,within,7,days,after,lunc,Campanthe,decision,is,made,.,(,3,),The,director,is,not,required,to,comply,with,paragraph,(,2,),if,the,decision,is,taken,by,way,of,a,resolution,in,writing,.,********,g,(,4,),If,the,decision,is,taken,by,way,of,a,resolution,in,writing,,,the,company,must,keep,the,resolution,for,curoria,at,least,10,years,from,the,date,of,the,decision,.,Comp,.,m,(,5,),The,company,must,also,keep,a,written,record,provided,to,it,in,accordance,with,paragraph,(,2,),for,at,least,10,years,from,the,date,of,the,decision,.,19.,Directors,',discretion,to,make,further,rules,Regi,Subject,to,these,articles,,,the,directors,may,make,any,rule,that,they,think,fit,about,compute,(,a,),how,they,take,decisions,;,and,(,b,),eye,how,the,rules,are,to,be,recorded,or,communicated,to,directors,.,#S,#padeRegistrys,Minmin,Remistry,&,/,##,[,mpmeriComponent,(,x,),),=,{,xy,Remonte,Recipe,poate,,,sest,panic,Repai2,W,Companies,legitinis,pam,Computers,Register,-6-,Companter,&,cpiter,[,Come,499,(,Company,Canyon,-,6,Lampenis,Registry,computies,gister,#Cumpawler,Reinicke,pomponierompak, Conpandorrection D 3ompanies Division 3-Appointment and Retirement of Directors ... Appointment and retirement of directors A person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director-ga (a) by ordinary resolution; or (b) by a decision of the directors. apan (2) Unless otherwise specified in the appointment, a director appointed under paragraph (1)(a) holds office for an unlimited period of time. p Mompanie Rog (3) An appointment under paragraph (1)(b) may only be made to News & (a) fill a casual vacancy; or (b) appoint a director as an addition to the existing directors if the total number of directors Registe does not exceed the number fixed in accordance with these articles.com (4) A director appointed under paragraph (1)(b) must rampante(a) retire from office at the next annual general meeting following the appointment; or Registry(b) Companies CLUBPRICE companies Reti ) if the company has dispensed with the holding of annual general meetings or is not required Companie to hold annual general meetings, retire from office before the end of 9 months after the end of the company's accounting reference period by reference to which the financial year in tgir い Men Regrutin Complex which the director was appointed is to be determined. 21. Retiring director eligible for reappointment A retiring director is eligible for reappointment to the office. 22. Termination of director's appointment A person ceases to be a director if the person (a) ceases to be a director under the Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) or is prohibited from being a director by law; Captor (b) becomes bankrupt or makes any arrangement or composition with the person's creditors ***generally; te (c) becomes a mentally incapacitated person; (d) resigns the office of director by notice in writing of the resignation in accordance with section 464(5) of the Ordinance; R (e) for more than 6 months has been absent without the directors' permission from directors' opti meetings held during that period; or integrates w (f) is removed from the office of director by an ordinary resolution of the company. cap R&R 23. Directors' remuneration (1) Directors' remuneration must be determined by the company at a general meeting. Strat (2) A director's remuneration may- pater (b) (a) take any form; and tw.. include any arrangements in connection with the payment of a retirement benefit to or inde respect of that director. aparte (3) Directors' remuneration accrues from day to day.x 24. く Directors' expenses) Compare) The company may pay any travelling, accommodation and other expenses properly incurred by directors in connection with- (a) Common Regis their attendance at- meetings of directors; and imponier Regi Companie (ii) general meetings; ormamiz Registr (b) the exercise of their powers and the discharge of their responsibilities in relation to the company. Religion Division 4-Directors' Indemnity and Insurance 25. Indemnity страше Clotpath Companter (1) A director or former director of the company may be indemnified out of the company's assets ****** against any liability incurred by the director to a person other than the company or an associated company of the company in connection with any negligence, default, breach of duty or breach of Campanie trust in relation to the company or associated company (as the case may be). Paragraph (1) only applies if the indemnity does not cover- (2) (a) any liability of the director to pay- (i) a fine imposed in criminal proceedings; or, S. It repull 580, 7- Campanie commates & гранети Companies Registra,pomponierompak,,,Conpandorrection,D,3ompanies,Division,3,-,Appointment,and,Retirement,of,Directors,...,Appointment,and,retirement,of,directors,A,person,who,is,willing,to,act,as,a,director,,,and,is,permitted,by,law,to,do,so,,,may,be,appointed,to,be,a,director,-,ga,(,a,),by,ordinary,resolution,;,or,(,b,),by,a,decision,of,the,directors,.,apan,(,2,),Unless,otherwise,specified,in,the,appointment,,,a,director,appointed,under,paragraph,(,1,),(,a,),holds,office,for,an,unlimited,period,of,time,.,p,Mompanie,Rog,(,3,),An,appointment,under,paragraph,(,1,),(,b,),may,only,be,made,to,News,&,(,a,),fill,a,casual,vacancy,;,or,(,b,),appoint,a,director,as,an,addition,to,the,existing,directors,if,the,total,number,of,directors,Registe,does,not,exceed,the,number,fixed,in,accordance,with,these,articles.com,(,4,),A,director,appointed,under,paragraph,(,1,),(,b,),must,rampante,(,a,),retire,from,office,at,the,next,annual,general,meeting,following,the,appointment,;,or,Registry,(,b,),Companies,CLUBPRICE,companies,Reti,),if,the,company,has,dispensed,with,the,holding,of,annual,general,meetings,or,is,not,required,Companie,to,hold,annual,general,meetings,,,retire,from,office,before,the,end,of,9,months,after,the,end,of,the,company's,accounting,reference,period,by,reference,to,which,the,financial,year,in,tgir,い,Men,Regrutin,Complex,which,the,director,was,appointed,is,to,be,determined,.,21.,Retiring,director,eligible,for,reappointment,A,retiring,director,is,eligible,for,reappointment,to,the,office,.,22.,Termination,of,director's,appointment,A,person,ceases,to,be,a,director,if,the,person,(,a,),ceases,to,be,a,director,under,the,Ordinance,or,the,Companies,(,Winding,Up,and,Miscellaneous,Provisions,),Ordinance,(,Cap,.,32,),or,is,prohibited,from,being,a,director,by,law,;,Captor,(,b,),becomes,bankrupt,or,makes,any,arrangement,or,composition,with,the,person's,creditors,***,generally,;,te,(,c,),becomes,a,mentally,incapacitated,person,;,(,d,),resigns,the,office,of,director,by,notice,in,writing,of,the,resignation,in,accordance,with,section,464,(,5,),of,the,Ordinance,;,R,(,e,),for,more,than,6,months,has,been,absent,without,the,directors,',permission,from,directors,',opti,meetings,held,during,that,period,;,or,integrates,w,(,f,),is,removed,from,the,office,of,director,by,an,ordinary,resolution,of,the,company,.,cap,R,&,R,23.,Directors,',remuneration,(,1,),Directors,',remuneration,must,be,determined,by,the,company,at,a,general,meeting,.,Strat,(,2,),A,director's,remuneration,may-,pater,(,b,),(,a,),take,any,form,;,and,tw,..,include,any,arrangements,in,connection,with,the,payment,of,a,retirement,benefit,to,or,inde,respect,of,that,director,.,aparte,(,3,),Directors,',remuneration,accrues,from,day,to,day.x,24,.,く,Directors,',expenses,),Compare,),The,company,may,pay,any,travelling,,,accommodation,and,other,expenses,properly,incurred,by,directors,in,connection,with-,(,a,),Common,Regis,their,attendance,at-,meetings,of,directors,;,and,imponier,Regi,Companie,(,ii,),general,meetings,;,ormamiz,Registr,(,b,),the,exercise,of,their,powers,and,the,discharge,of,their,responsibilities,in,relation,to,the,company,.,Religion,Division,4,-,Directors,',Indemnity,and,Insurance,25,.,Indemnity,страше,Clotpath,Companter,(,1,),A,director,or,former,director,of,the,company,may,be,indemnified,out,of,the,company's,assets,******,against,any,liability,incurred,by,the,director,to,a,person,other,than,the,company,or,an,associated,company,of,the,company,in,connection,with,any,negligence,,,default,,,breach,of,duty,or,breach,of,Campanie,trust,in,relation,to,the,company,or,associated,company,(,as,the,case,may,be,),.,Paragraph,(,1,),only,applies,if,the,indemnity,does,not,cover-,(,2,),(,a,),any,liability,of,the,director,to,pay-,(,i,),a,fine,imposed,in,criminal,proceedings,;,or,,,S.,It,repull,580,,,7-,Campanie,commates,&,гранети,Companies,Registra,gay pinoy Reid Compuni kesim (if) a sum payable by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; or (b) any liability incurred by the director-ex (i) In defending criminal proceedings in which the director is convicted; (i) empate Re mpanie #Compotek in defending civil proceedings brought by the company, or an associated company of the company, in which judgment is given against the director; Log() in defending civil proceedings brought on behalf of the company by a member of the company or of an associated company of the company, in which judgment is given ongi #against the director; # Registry F niez (iv) in defending civil proceedings brought on behalf of an associated company of the company by a member of the associated company or by a member of an associated.anies Regist company of the associated company, in which judgment is given against the director; Companterkry drampant Regist tur.Evroranty Regist Companieshest print(v) in connection with an application for relief under section 903 or 904 of the Ordinance in which the Court refuses to grant the director relief. (3) A reference in paragraph (2)(b) to a conviction, judgment or refusal of relief is a reference to the final decision in the proceedings. (4) For the purposes of paragraph (3), a conviction, judgment or refusal of relief- W Coed(a) if not appealed against, becomes final at the end of the period for bringing an appeal; or (b) if appealed against, becomes final when the appeal, or any further appeal, is disposed of. (5) For the purposes of paragraph (4)(b), an appeal is disposed of if....2 mp(a) it is determined, and the period for bringing any further appeal has ended; or 26. (b) it is abandoned or otherwise ceases to have effect. Insurance CompaniesReg, Елирик стве Samp Compone Compa Compensterh The directors may decide to purchase and maintain insurance, at the expense of the company, for any director of the company, or a director of an associated company of the company, against- (a) givers & companieshe Toys Compan (b) any liability to any person attaching to the director in connection with any negligence,RER default, breach of duty or breach of trust (except for fraud) in relation to the company or associated company (as the case may be); or any liability incurred by the director in defending any proceedings (whether civil or criminal) taken against the director for any negligence, default, breach of duty or breach of trust Reg teens (including fraud) in relation to the company or associated company (as the case may be). 27. ********* Division 5-Company Secretary 7. Appointment and removal of company secretary *te-Registers = town FAST (1) The directors may appoint a company secretary for a term, at a remuneration and on conditions mennes they think fit. (2) The directors may remove a company secretary appointed by them. Casing Go Cerano.exe) Compe w Comprogr 1 Vorstanderton Companies Regisve Compenter Beeld west Compante A girle Part 4 znies Dare 可 Decision-taking by Members & Stampante Registry, 02 #7 Ct unneute-Registe Division 1-Organization of General Meetings companies = many pal Register 28. General meetings ** (1) Subject to sections 611, 612 and 613 of the Ordinance, the company must, in respect of each s financial year of the company, hold a general meeting as its annual general meeting in accordance with section 610 of the Ordinance. (2) The directors may, if they think fit, call a general meeting. (3) If the directors are required to call a general meeting under section 566 of the Ordinance, they woman must call it in accordance with section 567 of the Ordinance. Lost (4) ompanies Reiter Compag If the directors do not call a general meeting in accordance with section 567 of the Ordinance, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting in accordance with section gaine 568 of the Ordinance. 29. Notice of general meetings Compa&tampantes Regi pigist (1) An annual general meeting must be called by notice of at least 21 days in writing. (2) 北 Compare Registry of Scampton.com A general meeting other than an annual general meeting must be called by notice of at least 14 days in writing. (3) The notice is exclusive of (a) the day on which it is served or deemed to be served; and pumpeniski (b) the day for which it is given. HumicsReplaces Register ompaniesheets & R egenera,gay,pinoy,Reid,Compuni,kesim,(,if,),a,sum,payable,by,way,of,a,penalty,in,respect,of,non,-,compliance,with,any,requirement,of,a,regulatory,nature,;,or,(,b,),any,liability,incurred,by,the,director,-,ex,(,i,),In,defending,criminal,proceedings,in,which,the,director,is,convicted,;,(,i,),empate,Re,mpanie,#Compotek,in,defending,civil,proceedings,brought,by,the,company,,,or,an,associated,company,of,the,company,,,in,which,judgment,is,given,against,the,director,;,Log,(,),in,defending,civil,proceedings,brought,on,behalf,of,the,company,by,a,member,of,the,company,or,of,an,associated,company,of,the,company,,,in,which,judgment,is,given,ongi,#against,the,director,;,#,Registry,F,niez,(,iv,),in,defending,civil,proceedings,brought,on,behalf,of,an,associated,company,of,the,company,by,a,member,of,the,associated,company,or,by,a,member,of,an,associated.anies,Regist,company,of,the,associated,company,,,in,which,judgment,is,given,against,the,director,;,Companterkry,drampant,Regist,tur.Evroranty,Regist,Companieshest,print,(,v,),in,connection,with,an,application,for,relief,under,section,903,or,904,of,the,Ordinance,in,which,the,Court,refuses,to,grant,the,director,relief,.,(,3,),A,reference,in,paragraph,(,2,),(,b,),to,a,conviction,,,judgment,or,refusal,of,relief,is,a,reference,to,the,final,decision,in,the,proceedings,.,(,4,),For,the,purposes,of,paragraph,(,3,),,,a,conviction,,,judgment,or,refusal,of,relief-,W,Coed,(,a,),if,not,appealed,against,,,becomes,final,at,the,end,of,the,period,for,bringing,an,appeal,;,or,(,b,),if,appealed,against,,,becomes,final,when,the,appeal,,,or,any,further,appeal,,,is,disposed,of,.,(,5,),For,the,purposes,of,paragraph,(,4,),(,b,),,,an,appeal,is,disposed,of,if,....,2,mp,(,a,),it,is,determined,,,and,the,period,for,bringing,any,further,appeal,has,ended,;,or,26,.,(,b,),it,is,abandoned,or,otherwise,ceases,to,have,effect,.,Insurance,CompaniesReg,,,Елирик,стве,Samp,Compone,Compa,Compensterh,The,directors,may,decide,to,purchase,and,maintain,insurance,,,at,the,expense,of,the,company,,,for,any,director,of,the,company,,,or,a,director,of,an,associated,company,of,the,company,,,against-,(,a,),givers,&,companieshe,Toys,Compan,(,b,),any,liability,to,any,person,attaching,to,the,director,in,connection,with,any,negligence,,,RER,default,,,breach,of,duty,or,breach,of,trust,(,except,for,fraud,),in,relation,to,the,company,or,associated,company,(,as,the,case,may,be,),;,or,any,liability,incurred,by,the,director,in,defending,any,proceedings,(,whether,civil,or,criminal,),taken,against,the,director,for,any,negligence,,,default,,,breach,of,duty,or,breach,of,trust,Reg,teens,(,including,fraud,),in,relation,to,the,company,or,associated,company,(,as,the,case,may,be,),.,27,.,*********,Division,5,-,Company,Secretary,7.,Appointment,and,removal,of,company,secretary,*,te,-,Registers,=,town,FAST,(,1,),The,directors,may,appoint,a,company,secretary,for,a,term,,,at,a,remuneration,and,on,conditions,mennes,they,think,fit,.,(,2,),The,directors,may,remove,a,company,secretary,appointed,by,them,.,Casing,Go,Cerano.exe,),Compe,w,Comprogr,1,Vorstanderton,Companies,Regisve,Compenter,Beeld,west,Compante,A,girle,Part,4,znies,Dare,可,Decision,-,taking,by,Members,&,Stampante,Registry,,,02,#,7,Ct,unneute,-,Registe,Division,1,-,Organization,of,General,Meetings,companies,=,many,pal,Register,28,.,General,meetings,**,(,1,),Subject,to,sections,611,,,612,and,613,of,the,Ordinance,,,the,company,must,,,in,respect,of,each,s,financial,year,of,the,company,,,hold,a,general,meeting,as,its,annual,general,meeting,in,accordance,with,section,610,of,the,Ordinance,.,(,2,),The,directors,may,,,if,they,think,fit,,,call,a,general,meeting,.,(,3,),If,the,directors,are,required,to,call,a,general,meeting,under,section,566,of,the,Ordinance,,,they,woman,must,call,it,in,accordance,with,section,567,of,the,Ordinance,.,Lost,(,4,),ompanies,Reiter,Compag,If,the,directors,do,not,call,a,general,meeting,in,accordance,with,section,567,of,the,Ordinance,,,the,members,who,requested,the,meeting,,,or,any,of,them,representing,more,than,one,half,of,the,total,voting,rights,of,all,of,them,,,may,themselves,call,a,general,meeting,in,accordance,with,section,gaine,568,of,the,Ordinance,.,29.,Notice,of,general,meetings,Compa,&,tampantes,Regi,pigist,(,1,),An,annual,general,meeting,must,be,called,by,notice,of,at,least,21,days,in,writing,.,(,2,),北,Compare,Registry,of,Scampton.com,A,general,meeting,other,than,an,annual,general,meeting,must,be,called,by,notice,of,at,least,14,days,in,writing,.,(,3,),The,notice,is,exclusive,of,(,a,),the,day,on,which,it,is,served,or,deemed,to,be,served,;,and,pumpeniski,(,b,),the,day,for,which,it,is,given,.,HumicsReplaces,Register,ompaniesheets,&,R,egenera,he notice must- (a) specify the date and time of the meeting. (b) specify the place of the meeting (and if the meeting is to be held in 2 or more places, the am principal place of the meeting and the other place or places of the meeting); (c) state the general nature of the business to be dealt with at the meeting; (d) for a notice calling an annual general meeting, state that the meeting is an annual general meeting; (e) if a resolution (whether or not a special resolution) is intended to be moved at the meeting- include notice of the resolution; and pag す tmppres (i) ) include or be accompanied by a statement containing any information or explanation.. that is reasonably necessary to indicate the purpose of the resolution; Re 09 Congrat 20 VIVE THE ZOM (f) if a special resolution is intended to be moved at the meeting, specify the intention and *=** include the text of the special resolution; and Component(g) contain a statement specifying a member's right to appoint a proxy under section 596(1) and (3) of the Ordinance. Camp Company A #compone (5) Paragraph (4)(e) does not apply in relation to a resolution of which- Reshing comp(a) notice has been included in the notice of the meeting under section 567(3) or 568(2) of the Ordinance; or (b) notice has been given under section 615 of the Ordinance. Companies pantes Registria 24 ampoule (6) Despite the fact that a general meeting is called by shorter notice than that specified in this conce article, it is regarded as having been duly called if it is so agreed- (a) for an annual general meeting, by all the members entitled to attend and vote at the ey meeting; and (b) Wapiery & in any other case, by a majority in number of the members entitled to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at their meeting of all the members. Persons entitled to receive notice of general meetings austry & Notice of a general meeting must be given to 30. (1) Empire (a) every member; and (b) every director. MUNG Repre # Comp Camper ReRegion #pante Compatifeskemmtir Remement (Regicity rapanter Register di pa mento Regesty (2) In paragraph (1), the reference to a member includes a transmittee, if the company has been US EXcapante Merinotified of the transmittee's entitlement to a share. wpaniclegis (3) Compare Regidley" If notice of a general meeting or any other document relating to the meeting is required to be given to a member, the company must give a copy of it to its auditor (if more than one auditor, to of them) at the same time as the notice or the other document is given to the member. everyone Accidental omission to give notice of general meetings Any accidental omission to give notice of a general meeting to, or any non-receipt of notice of a general meeting by, any person entitled to receive notice does not invalidate the proceedings at the web meeting. 31. 1432. Attendance and speaking at general meetings Companiest Стра Campane Registors g Reh wpas.c (1) A person is able to exercise the right to speak at a general meeting when the person is in agg position to communicate to all those attending the meeting, during the meeting, any information or opinions that the person has on the business of the meeting. (2) (3) SECUMINE (4) Compa/dxHo (5) A person is able to exercise the right to vote at a general meeting when A (a) the and Companie is able to vote, during the meeting, on resolutions put to the vote at the meeting;.......... person (b) the person's vote can be taken into account in determining whether or not those resolutions (b) are passed at the same time as the votes of all the other persons attending the meeting. they consider appropriate to enable those The directors may make whatever arrangements t attending a general meeting to exercise their rights to speak or vote at it...... In determining attendance at a general meeting, it is immaterial whether any 2 or more members attending it are in the same place as each other. Two or more persons ns who are not in the same place as each other attend a general meeting if apote Regi Lempanies. their circumstances are such that if they have rights to speak and vote at the meeting, they are putere able to exercise them. 33. Quorum for general meetings 生 Wovenbegin #Compan C(1) Two members present in person or by proxy constitute a quorum at a general meeting. If the リ Peserta atv # # 4 company has only one member, that member present in person or by proxy constitutes a quorum at a general meeting of the company. by,he,notice,must-,(,a,),specify,the,date,and,time,of,the,meeting,.,(,b,),specify,the,place,of,the,meeting,(,and,if,the,meeting,is,to,be,held,in,2,or,more,places,,,the,am,principal,place,of,the,meeting,and,the,other,place,or,places,of,the,meeting,),;,(,c,),state,the,general,nature,of,the,business,to,be,dealt,with,at,the,meeting,;,(,d,),for,a,notice,calling,an,annual,general,meeting,,,state,that,the,meeting,is,an,annual,general,meeting,;,(,e,),if,a,resolution,(,whether,or,not,a,special,resolution,),is,intended,to,be,moved,at,the,meeting-,include,notice,of,the,resolution,;,and,pag,す,tmppres,(,i,),),include,or,be,accompanied,by,a,statement,containing,any,information,or,explanation,..,that,is,reasonably,necessary,to,indicate,the,purpose,of,the,resolution,;,Re,09,Congrat,20,VIVE,THE,ZOM,(,f,),if,a,special,resolution,is,intended,to,be,moved,at,the,meeting,,,specify,the,intention,and,*,=,**,include,the,text,of,the,special,resolution,;,and,Component,(,g,),contain,a,statement,specifying,a,member's,right,to,appoint,a,proxy,under,section,596,(,1,),and,(,3,),of,the,Ordinance,.,Camp,Company,A,#compone,(,5,),Paragraph,(,4,),(,e,),does,not,apply,in,relation,to,a,resolution,of,which-,Reshing,comp,(,a,),notice,has,been,included,in,the,notice,of,the,meeting,under,section,567,(,3,),or,568,(,2,),of,the,Ordinance,;,or,(,b,),notice,has,been,given,under,section,615,of,the,Ordinance,.,Companies,pantes,Registria,24,ampoule,(,6,),Despite,the,fact,that,a,general,meeting,is,called,by,shorter,notice,than,that,specified,in,this,conce,article,,,it,is,regarded,as,having,been,duly,called,if,it,is,so,agreed-,(,a,),for,an,annual,general,meeting,,,by,all,the,members,entitled,to,attend,and,vote,at,the,ey,meeting,;,and,(,b,),Wapiery,&,in,any,other,case,,,by,a,majority,in,number,of,the,members,entitled,to,attend,and,vote,at,the,meeting,,,being,a,majority,together,representing,at,least,95,%,of,the,total,voting,rights,at,their,meeting,of,all,the,members,.,Persons,entitled,to,receive,notice,of,general,meetings,austry,&,Notice,of,a,general,meeting,must,be,given,to,30,.,(,1,),Empire,(,a,),every,member,;,and,(,b,),every,director,.,MUNG,Repre,#,Comp,Camper,ReRegion,#pante,Compatifeskemmtir,Remement,(,Regicity,rapanter,Register,di,pa,mento,Regesty,(,2,),In,paragraph,(,1,),,,the,reference,to,a,member,includes,a,transmittee,,,if,the,company,has,been,US,EXcapante,Merinotified,of,the,transmittee's,entitlement,to,a,share,.,wpaniclegis,(,3,),Compare,Regidley,",If,notice,of,a,general,meeting,or,any,other,document,relating,to,the,meeting,is,required,to,be,given,to,a,member,,,the,company,must,give,a,copy,of,it,to,its,auditor,(,if,more,than,one,auditor,,,to,of,them,),at,the,same,time,as,the,notice,or,the,other,document,is,given,to,the,member,.,everyone,Accidental,omission,to,give,notice,of,general,meetings,Any,accidental,omission,to,give,notice,of,a,general,meeting,to,,,or,any,non,-,receipt,of,notice,of,a,general,meeting,by,,,any,person,entitled,to,receive,notice,does,not,invalidate,the,proceedings,at,the,web,meeting,.,31,.,1432.,Attendance,and,speaking,at,general,meetings,Companiest,Стра,Campane,Registors,g,Reh,wpas.c,(,1,),A,person,is,able,to,exercise,the,right,to,speak,at,a,general,meeting,when,the,person,is,in,agg,position,to,communicate,to,all,those,attending,the,meeting,,,during,the,meeting,,,any,information,or,opinions,that,the,person,has,on,the,business,of,the,meeting,.,(,2,),(,3,),SECUMINE,(,4,),Compa,/,dxHo,(,5,),A,person,is,able,to,exercise,the,right,to,vote,at,a,general,meeting,when,A,(,a,),the,and,Companie,is,able,to,vote,,,during,the,meeting,,,on,resolutions,put,to,the,vote,at,the,meeting,;,..........,person,(,b,),the,person's,vote,can,be,taken,into,account,in,determining,whether,or,not,those,resolutions,(,b,),are,passed,at,the,same,time,as,the,votes,of,all,the,other,persons,attending,the,meeting,.,they,consider,appropriate,to,enable,those,The,directors,may,make,whatever,arrangements,t,attending,a,general,meeting,to,exercise,their,rights,to,speak,or,vote,at,it,......,In,determining,attendance,at,a,general,meeting,,,it,is,immaterial,whether,any,2,or,more,members,attending,it,are,in,the,same,place,as,each,other,.,Two,or,more,persons,ns,who,are,not,in,the,same,place,as,each,other,attend,a,general,meeting,if,apote,Regi,Lempanies,.,their,circumstances,are,such,that,if,they,have,rights,to,speak,and,vote,at,the,meeting,,,they,are,putere,able,to,exercise,them,.,33.,Quorum,for,general,meetings,生,Wovenbegin,#Compan,C,(,1,),Two,members,present,in,person,or,by,proxy,constitute,a,quorum,at,a,general,meeting,.,If,the,リ,Peserta,atv,#,#,4,company,has,only,one,member,,,that,member,present,in,person,or,by,proxy,constitutes,a,quorum,at,a,general,meeting,of,the,company,.,by,Company Registry poate emp #companies Regi business other than the appointment of the chairperson of the meeting is to be transacted at a ex general meeting if the persons attending it do not constitute a quorum Chairing general meetings Companies Rosie opane Registry 1) If the chairperson (if any) of the board of directors is present at a general meeting and is willing to preside as chairperson at the meeting, the meeting is to be presided over by him or her. (2) The directors present at a general meeting must elect one of themselves to be the chairperson 45 (a) there is no chairperson of the board of directors; (b) Forum Reg #ompe Companies Всервист Compons, Reginics & CompantysRev Tupament E the chairperson is not present within 15 minutes after the time appointed for holding the ......... meeting; (c) the chairperson is unwilling to act; or pos (d) the chairperson has given notice to the company of the intention not to attend the meeting. (3) The members present at a general meeting must elect one of themselves to be the chairperson. Regi- & Compres antipanies Registra Cams (a) no director is willing to act as chairperson; or in (b) no director is present within 15 minutes after the time appointed for holding the meeting. (4) A proxy may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting. pante g 35. Attendance and speaking by non-members (1) Directors may attend and speak at general meetings, whether or not they are members of the pa.company. (2) Companies The chairperson of a general meeting may permit other persons to attend and speak at a generalis meeting even though they are not- (a) members of the company; or (b) otherwise entitled to exercise the rights of members in relation to general meetin 36. Adjoumment meetings. Companies Rags (1) If a quorum is not present within half an hour from the time appointed for holding a general. meeting, the meeting must- ***** (a) if called on the request of members, be dissolved; or (b) in any other case, be adjourned to the same day in the next week, at the same time and place, or to another day and at another time and place that the directors determine. (2) If at the adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the meeting, the member or members present in person or by proxy constitute a quorum. (3) The chairperson may adjourn a general meeting at which a quorum is present If- (a) the meeting consents to an adjournment; or (b) it appears to the chairperson that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an pe orderly manner. (4) The chairperson must adjourn a general meeting if directed to do so by the meeting. mpante Regis When adjourning a general meeting, the chairperson must specify the date, time and place to c which it is adjourned. (5) す (6) Only the business left unfinished at the general meeting may be transacted at the adjourned meeting. Comp (7) If a general meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as for an original meeting. [Comp (8) If a general meeting is adjourned for less than 30 days, it is not necessary to give any notice of the adjourned meeting. gis Longnates Rig1940 37. (1) (2) oponics Compone 22 General rules on voting Division 2-Voting at General Meetings sacers Jemp Companiesfreg .cdn.cVegister & A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these articles. If there is an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded, is entitled to a second or casting vote. (3) On a vote on a resolution on a show of hands at a general meeting, a declaration by the chairperson that the resolution- pot(a) has or has not been passed; or (b) has passed by a particular majority, 리 Campauzestega pic-10-Campanie Rey & Companies Regumpanterke gives a Stompeniczberistes compratelleets,,Company,Registry,poate,emp,#companies,Regi,business,other,than,the,appointment,of,the,chairperson,of,the,meeting,is,to,be,transacted,at,a,ex,general,meeting,if,the,persons,attending,it,do,not,constitute,a,quorum,Chairing,general,meetings,Companies,Rosie,opane,Registry,1,),If,the,chairperson,(,if,any,),of,the,board,of,directors,is,present,at,a,general,meeting,and,is,willing,to,preside,as,chairperson,at,the,meeting,,,the,meeting,is,to,be,presided,over,by,him,or,her,.,(,2,),The,directors,present,at,a,general,meeting,must,elect,one,of,themselves,to,be,the,chairperson,45,(,a,),there,is,no,chairperson,of,the,board,of,directors,;,(,b,),Forum,Reg,#ompe,Companies,Всервист,Compons,,,Reginics,&,CompantysRev,Tupament,E,the,chairperson,is,not,present,within,15,minutes,after,the,time,appointed,for,holding,the,.........,meeting,;,(,c,),the,chairperson,is,unwilling,to,act,;,or,pos,(,d,),the,chairperson,has,given,notice,to,the,company,of,the,intention,not,to,attend,the,meeting,.,(,3,),The,members,present,at,a,general,meeting,must,elect,one,of,themselves,to,be,the,chairperson,.,Regi-,&,Compres,antipanies,Registra,Cams,(,a,),no,director,is,willing,to,act,as,chairperson,;,or,in,(,b,),no,director,is,present,within,15,minutes,after,the,time,appointed,for,holding,the,meeting,.,(,4,),A,proxy,may,be,elected,to,be,the,chairperson,of,a,general,meeting,by,a,resolution,of,the,company,passed,at,the,meeting,.,pante,g,35,.,Attendance,and,speaking,by,non,-,members,(,1,),Directors,may,attend,and,speak,at,general,meetings,,,whether,or,not,they,are,members,of,the,pa.company,.,(,2,),Companies,The,chairperson,of,a,general,meeting,may,permit,other,persons,to,attend,and,speak,at,a,generalis,meeting,even,though,they,are,not-,(,a,),members,of,the,company,;,or,(,b,),otherwise,entitled,to,exercise,the,rights,of,members,in,relation,to,general,meetin,36.,Adjoumment,meetings,.,Companies,Rags,(,1,),If,a,quorum,is,not,present,within,half,an,hour,from,the,time,appointed,for,holding,a,general,.,meeting,,,the,meeting,must-,*****,(,a,),if,called,on,the,request,of,members,,,be,dissolved,;,or,(,b,),in,any,other,case,,,be,adjourned,to,the,same,day,in,the,next,week,,,at,the,same,time,and,place,,,or,to,another,day,and,at,another,time,and,place,that,the,directors,determine,.,(,2,),If,at,the,adjourned,meeting,,,a,quorum,is,not,present,within,half,an,hour,from,the,time,appointed,for,holding,the,meeting,,,the,member,or,members,present,in,person,or,by,proxy,constitute,a,quorum,.,(,3,),The,chairperson,may,adjourn,a,general,meeting,at,which,a,quorum,is,present,If-,(,a,),the,meeting,consents,to,an,adjournment,;,or,(,b,),it,appears,to,the,chairperson,that,an,adjournment,is,necessary,to,protect,the,safety,of,any,person,attending,the,meeting,or,ensure,that,the,business,of,the,meeting,is,conducted,in,an,pe,orderly,manner,.,(,4,),The,chairperson,must,adjourn,a,general,meeting,if,directed,to,do,so,by,the,meeting,.,mpante,Regis,When,adjourning,a,general,meeting,,,the,chairperson,must,specify,the,date,,,time,and,place,to,c,which,it,is,adjourned,.,(,5,),す,(,6,),Only,the,business,left,unfinished,at,the,general,meeting,may,be,transacted,at,the,adjourned,meeting,.,Comp,(,7,),If,a,general,meeting,is,adjourned,for,30,days,or,more,,,notice,of,the,adjourned,meeting,must,be,given,as,for,an,original,meeting,.,[,Comp,(,8,),If,a,general,meeting,is,adjourned,for,less,than,30,days,,,it,is,not,necessary,to,give,any,notice,of,the,adjourned,meeting,.,gis,Longnates,Rig1940,37,.,(,1,),(,2,),oponics,Compone,22,General,rules,on,voting,Division,2,-,Voting,at,General,Meetings,sacers,Jemp,Companiesfreg,.cdn.cVegister,&,A,resolution,put,to,the,vote,of,a,general,meeting,must,be,decided,on,a,show,of,hands,unless,a,poll,is,duly,demanded,in,accordance,with,these,articles,.,If,there,is,an,equality,of,votes,,,whether,on,a,show,of,hands,or,on,a,poll,,,the,chairperson,of,the,meeting,at,which,the,show,of,hands,takes,place,or,at,which,the,poll,is,demanded,,,is,entitled,to,a,second,or,casting,vote,.,(,3,),On,a,vote,on,a,resolution,on,a,show,of,hands,at,a,general,meeting,,,a,declaration,by,the,chairperson,that,the,resolution-,pot,(,a,),has,or,has,not,been,passed,;,or,(,b,),has,passed,by,a,particular,majority,,,리,Campauzestega,pic,-,10,-,Campanie,Rey,&,Companies,Regumpanterke,gives,a,Stompeniczberistes,compratelleets,,,Campestre Compunctistry Companies Registe * conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of the declaration in the minutes of the meeting is also conclusive evidence of that fact without the proof. 38. Errors and disputes.......... ponie Company Regis (1) Any objection to the qualification of any person voting at a general meeting may only be raised at the meeting or adjourned meeting at which the vote objected to is tendered, and a vote not disallowed at the meeting is valid. Compa (2) Any objection must be referred to the chairperson of the meeting whose decision is final. 2 39. Demanding a poll pompotes (1) A poll on a resolution may be demanded-Regis (a) in advance of the general meeting where it is to be put to the vote; or (b) at a general meeting, either before or on the declaration of the result of a show of hands on Mear that resolution. Copyishe (2) A poll on a resolution may be demanded by- (a) the chairperson of the meeting; At preparing Companies. at least 2 members present in person or by proxy; or (c) arantees(b) mpg umpt (3) (4) Rp 40. esto tempo punis any member or members present in person or by proxy and representing at least 5% of the total voting rights of all the members having the right to vote at the meeting. The instrument appointing a proxy is regarded as conferring authority to demand or join in demanding a poll on a resolution. A demand for a poll on a resolution may be withdrawn. Number of votes a member has C Composic turyst Cosies Registry & 29 Cumpa panies Registry & Coat (1) On a vote on a resolution on a show of hands at a general meeting patt (a) every member present in person has 1 vote; and (b) every proxy present who has been duly appointed by a member entitled to vote on the (2) (3) resolution has 1 vote. If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. Company Regen On a vote on a resolution on a poll taken at a general meeting-hy (a) every member present in person has 1 vote for each share held by him or her; and (b) every proxy present who has been duly appointed by a member has 1 vote for each share in respect of which the proxy is appointed. (4) This article has effect subject to any rights or restrictions attached to any shares or class of pershares. 4 pantes 41. Votes of joint holders of shares t (1) 1) For joint holders of shares, only the vote of the most senior holder who votes (and any proxies duly authorized by the holder) may be counted. (2) !) For the purposes of this article, the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members. 42. Votes of mentally incapacitated members (1) 14(2) 7 28 € Regiomas. Ompuni +Regit Companies Re A member who is a mentally incapacitated person may vote, whether on a show of hands or on a poll, by the member's committee, receiver, guardian or other person in the nature of a committee,............egiste receiver or guardian appointed by the Court. The committee, receiver, guardian or other person may vote by proxy on a show of hands or on a pet Repoll. 43. Content of proxy notices pug Company Companiesver (1) A proxy may only validly A proxy may only validly be appointed by a notice in writing (proxy notice) that Registes states the name and address of the member appointing the proxy; Counter (a) Campanese (b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed; a Companieshez (c) is authenticated, or is signed on behalf of the member appointing the proxy; and Compan(d) is delivered to the company in accordance with these articles and any instructions everias Examponio Rcontained in the notice of the general meeting in relation to which the proxy is appointed. (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes. (3) If the company requires or allows a proxy notice to be delivered to it in electronic form, it may require the delivery to be properly protected by a security arrangement it specifies. Companie 11 432 Comparing lekenpartes Registry pics Registrampanien,Campestre,Compunctistry,Companies,Registe,*,conclusive,evidence,of,that,fact,without,proof,of,the,number,or,proportion,of,the,votes,recorded,in,favour,of,or,against,the,resolution,.,An,entry,in,respect,of,the,declaration,in,the,minutes,of,the,meeting,is,also,conclusive,evidence,of,that,fact,without,the,proof,.,38,.,Errors,and,disputes,..........,ponie,Company,Regis,(,1,),Any,objection,to,the,qualification,of,any,person,voting,at,a,general,meeting,may,only,be,raised,at,the,meeting,or,adjourned,meeting,at,which,the,vote,objected,to,is,tendered,,,and,a,vote,not,disallowed,at,the,meeting,is,valid,.,Compa,(,2,),Any,objection,must,be,referred,to,the,chairperson,of,the,meeting,whose,decision,is,final,.,2,39.,Demanding,a,poll,pompotes,(,1,),A,poll,on,a,resolution,may,be,demanded,-,Regis,(,a,),in,advance,of,the,general,meeting,where,it,is,to,be,put,to,the,vote,;,or,(,b,),at,a,general,meeting,,,either,before,or,on,the,declaration,of,the,result,of,a,show,of,hands,on,Mear,that,resolution,.,Copyishe,(,2,),A,poll,on,a,resolution,may,be,demanded,by-,(,a,),the,chairperson,of,the,meeting,;,At,preparing,Companies,.,at,least,2,members,present,in,person,or,by,proxy,;,or,(,c,),arantees,(,b,),mpg,umpt,(,3,),(,4,),Rp,40,.,esto,tempo,punis,any,member,or,members,present,in,person,or,by,proxy,and,representing,at,least,5,%,of,the,total,voting,rights,of,all,the,members,having,the,right,to,vote,at,the,meeting,.,The,instrument,appointing,a,proxy,is,regarded,as,conferring,authority,to,demand,or,join,in,demanding,a,poll,on,a,resolution,.,A,demand,for,a,poll,on,a,resolution,may,be,withdrawn,.,Number,of,votes,a,member,has,C,Composic,turyst,Cosies,Registry,&,29,Cumpa,panies,Registry,&,Coat,(,1,),On,a,vote,on,a,resolution,on,a,show,of,hands,at,a,general,meeting,patt,(,a,),every,member,present,in,person,has,1,vote,;,and,(,b,),every,proxy,present,who,has,been,duly,appointed,by,a,member,entitled,to,vote,on,the,(,2,),(,3,),resolution,has,1,vote,.,If,a,member,appoints,more,than,one,proxy,,,the,proxies,so,appointed,are,not,entitled,to,vote,on,the,resolution,on,a,show,of,hands,.,Company,Regen,On,a,vote,on,a,resolution,on,a,poll,taken,at,a,general,meeting,-,hy,(,a,),every,member,present,in,person,has,1,vote,for,each,share,held,by,him,or,her,;,and,(,b,),every,proxy,present,who,has,been,duly,appointed,by,a,member,has,1,vote,for,each,share,in,respect,of,which,the,proxy,is,appointed,.,(,4,),This,article,has,effect,subject,to,any,rights,or,restrictions,attached,to,any,shares,or,class,of,pershares,.,4,pantes,41.,Votes,of,joint,holders,of,shares,t,(,1,),1,),For,joint,holders,of,shares,,,only,the,vote,of,the,most,senior,holder,who,votes,(,and,any,proxies,duly,authorized,by,the,holder,),may,be,counted,.,(,2,),!,),For,the,purposes,of,this,article,,,the,seniority,of,a,holder,of,a,share,is,determined,by,the,order,in,which,the,names,of,the,joint,holders,appear,in,the,register,of,members,.,42.,Votes,of,mentally,incapacitated,members,(,1,),14,(,2,),7,28,€,Regiomas,.,Ompuni,+,Regit,Companies,Re,A,member,who,is,a,mentally,incapacitated,person,may,vote,,,whether,on,a,show,of,hands,or,on,a,poll,,,by,the,member's,committee,,,receiver,,,guardian,or,other,person,in,the,nature,of,a,committee,,,............,egiste,receiver,or,guardian,appointed,by,the,Court,.,The,committee,,,receiver,,,guardian,or,other,person,may,vote,by,proxy,on,a,show,of,hands,or,on,a,pet,Repoll,.,43.,Content,of,proxy,notices,pug,Company,Companiesver,(,1,),A,proxy,may,only,validly,A,proxy,may,only,validly,be,appointed,by,a,notice,in,writing,(,proxy,notice,),that,Registes,states,the,name,and,address,of,the,member,appointing,the,proxy,;,Counter,(,a,),Campanese,(,b,),identifies,the,person,appointed,to,be,that,member's,proxy,and,the,general,meeting,in,relation,to,which,that,person,is,appointed,;,a,Companieshez,(,c,),is,authenticated,,,or,is,signed,on,behalf,of,the,member,appointing,the,proxy,;,and,Compan,(,d,),is,delivered,to,the,company,in,accordance,with,these,articles,and,any,instructions,everias,Examponio,Rcontained,in,the,notice,of,the,general,meeting,in,relation,to,which,the,proxy,is,appointed,.,(,2,),The,company,may,require,proxy,notices,to,be,delivered,in,a,particular,form,,,and,may,specify,different,forms,for,different,purposes,.,(,3,),If,the,company,requires,or,allows,a,proxy,notice,to,be,delivered,to,it,in,electronic,form,,,it,may,require,the,delivery,to,be,properly,protected,by,a,security,arrangement,it,specifies,.,Companie,11,432,Comparing,lekenpartes,Registry,pics,Registrampanien,A proxy notice may specify how the proxy appointed under it is to vote (or that the proxy is to abstain from voting) on one or more resolutions dealing with any business to be transacted at a general meeting. (5) Unless a proxy notice indicates otherwise, it must be regarded as- C #Temp Regeste (a) allowing the person appointed under it as a proxy discretion as to how to vote on any pics ancillary or procedural resolutions put to the general meeting; and (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself. panies 44. Execution of appointment of proxy on behalf of member appointing the proxy elf a proxy notice is not authenticated, it must be accompanied by written evidence of the authority of g the person who executed the appointment to execute it on behalf of the member appointing the proxy. 90 € 45. Delivery of proxy notice and notice revoking appointment of proxy (1) A proxy notice does not take effect unless it is received by the company-piec (a) for a general meeting or adjourned general meeting, at least 48 hours before the times appointed for holding the meeting or adjourned meeting; and Cop(b) for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time appointed for taking the poll. (2) EX H & S Cump Compan An appointment under a proxy notice may be revoked by delivering to the company a notice in Writing given by or on behalf of the person by whom or on whose behalf the proxy notice was onderk given. (3) A notice revoking the appointment only takes effect if it is received by the company- Compute (a) for a general meeting or adjourned general meeting, at least 48 hours before the time appointed for holding the meeting or adjourned meeting; and companie deposiz (b) م الله for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time r 12. Cappointed for taking the poll. 46. Effect of member's voting in person on proxy's authority (1) vgj ) A proxy's authority in relation to a resolution is to be regarded as revoked in the circumstances set out in section 605 of the Ordinance. (2) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of the meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of the member. 47. Effect of proxy votes in case of death, mental incapacity, etc. of member appointing the proxy..... (1) A vote given in accordance with the terms of a proxy notice is valid despite- (a) #tempante Registry (b) (2) (c) the previous death or mental incapacity of the member appointing the proxy; the revocation of the appointment of the proxy or of the authority under which the appointment of the proxy is executed; or the transfer of the share in respect of which the proxy is appointed. Paragraph (1) does not not apply if notice in writing of the death, mental incapacity, revocation or transfer is received by the company- है d Reg m (a) for a general meeting or adjourned general meeting, at least 48 hours before the time appointed for holding the meeting or adjourned meeting; and ......24 (b) for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time ginity appointed for taking the poll. Amendments to proposed resolutions 48. (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary Camp resolution if Eu = conuam(a) notice of the proposed amendment is given to the company secretary in writing; and Conegli (2) (b) the proposed amendment does not, in the reasonable opinion of the chairperson of the meeting, materially alter the scope of the resolution. The notice must be given by a person entitled to vote at the general meeting at which it is to be proposed at least 48 hours before the meeting is to take place (or a later time the chairperson of Companies the meeting determines). (3) A special resolution to be proposed at a general meeting may be amended by ordinary resolution Compa if- Comic Revist (a) the chairperson of the meeting proposes the amendment at the meeting at which the special resolution is to be proposed; and • (b) the amendment merely corrects a grammatical or other non-substantive error in the special mich als resolution. Companies Comp-12 Compare Reginampanietis conjuncker ca Complete companies textures a,A,proxy,notice,may,specify,how,the,proxy,appointed,under,it,is,to,vote,(,or,that,the,proxy,is,to,abstain,from,voting,),on,one,or,more,resolutions,dealing,with,any,business,to,be,transacted,at,a,general,meeting,.,(,5,),Unless,a,proxy,notice,indicates,otherwise,,,it,must,be,regarded,as-,C,#Temp,Regeste,(,a,),allowing,the,person,appointed,under,it,as,a,proxy,discretion,as,to,how,to,vote,on,any,pics,ancillary,or,procedural,resolutions,put,to,the,general,meeting,;,and,(,b,),appointing,that,person,as,a,proxy,in,relation,to,any,adjournment,of,the,general,meeting,to,which,it,relates,as,well,as,the,meeting,itself,.,panies,44.,Execution,of,appointment,of,proxy,on,behalf,of,member,appointing,the,proxy,elf,a,proxy,notice,is,not,authenticated,,,it,must,be,accompanied,by,written,evidence,of,the,authority,of,g,the,person,who,executed,the,appointment,to,execute,it,on,behalf,of,the,member,appointing,the,proxy,.,90,€,45.,Delivery,of,proxy,notice,and,notice,revoking,appointment,of,proxy,(,1,),A,proxy,notice,does,not,take,effect,unless,it,is,received,by,the,company,-,piec,(,a,),for,a,general,meeting,or,adjourned,general,meeting,,,at,least,48,hours,before,the,times,appointed,for,holding,the,meeting,or,adjourned,meeting,;,and,Cop,(,b,),for,a,poll,taken,more,than,48,hours,after,it,was,demanded,,,at,least,24,hours,before,the,time,appointed,for,taking,the,poll,.,(,2,),EX,H,&,S,Cump,Compan,An,appointment,under,a,proxy,notice,may,be,revoked,by,delivering,to,the,company,a,notice,in,Writing,given,by,or,on,behalf,of,the,person,by,whom,or,on,whose,behalf,the,proxy,notice,was,onderk,given,.,(,3,),A,notice,revoking,the,appointment,only,takes,effect,if,it,is,received,by,the,company-,Compute,(,a,),for,a,general,meeting,or,adjourned,general,meeting,,,at,least,48,hours,before,the,time,appointed,for,holding,the,meeting,or,adjourned,meeting,;,and,companie,deposiz,(,b,),م,الله,for,a,poll,taken,more,than,48,hours,after,it,was,demanded,,,at,least,24,hours,before,the,time,r,12.,Cappointed,for,taking,the,poll,.,46.,Effect,of,member's,voting,in,person,on,proxy's,authority,(,1,),vgj,),A,proxy's,authority,in,relation,to,a,resolution,is,to,be,regarded,as,revoked,in,the,circumstances,set,out,in,section,605,of,the,Ordinance,.,(,2,),A,member,who,is,entitled,to,attend,,,speak,or,vote,(,either,on,a,show,of,hands,or,on,a,poll,),at,a,general,meeting,remains,so,entitled,in,respect,of,the,meeting,or,any,adjournment,of,it,,,even,though,a,valid,proxy,notice,has,been,delivered,to,the,company,by,or,on,behalf,of,the,member,.,47.,Effect,of,proxy,votes,in,case,of,death,,,mental,incapacity,,,etc.,of,member,appointing,the,proxy,.....,(,1,),A,vote,given,in,accordance,with,the,terms,of,a,proxy,notice,is,valid,despite-,(,a,),#tempante,Registry,(,b,),(,2,),(,c,),the,previous,death,or,mental,incapacity,of,the,member,appointing,the,proxy,;,the,revocation,of,the,appointment,of,the,proxy,or,of,the,authority,under,which,the,appointment,of,the,proxy,is,executed,;,or,the,transfer,of,the,share,in,respect,of,which,the,proxy,is,appointed,.,Paragraph,(,1,),does,not,not,apply,if,notice,in,writing,of,the,death,,,mental,incapacity,,,revocation,or,transfer,is,received,by,the,company-,है,d,Reg,m,(,a,),for,a,general,meeting,or,adjourned,general,meeting,,,at,least,48,hours,before,the,time,appointed,for,holding,the,meeting,or,adjourned,meeting,;,and,......,24,(,b,),for,a,poll,taken,more,than,48,hours,after,it,was,demanded,,,at,least,24,hours,before,the,time,ginity,appointed,for,taking,the,poll,.,Amendments,to,proposed,resolutions,48,.,(,1,),An,ordinary,resolution,to,be,proposed,at,a,general,meeting,may,be,amended,by,ordinary,Camp,resolution,if,Eu,=,conuam,(,a,),notice,of,the,proposed,amendment,is,given,to,the,company,secretary,in,writing,;,and,Conegli,(,2,),(,b,),the,proposed,amendment,does,not,,,in,the,reasonable,opinion,of,the,chairperson,of,the,meeting,,,materially,alter,the,scope,of,the,resolution,.,The,notice,must,be,given,by,a,person,entitled,to,vote,at,the,general,meeting,at,which,it,is,to,be,proposed,at,least,48,hours,before,the,meeting,is,to,take,place,(,or,a,later,time,the,chairperson,of,Companies,the,meeting,determines,),.,(,3,),A,special,resolution,to,be,proposed,at,a,general,meeting,may,be,amended,by,ordinary,resolution,Compa,if-,Comic,Revist,(,a,),the,chairperson,of,the,meeting,proposes,the,amendment,at,the,meeting,at,which,the,special,resolution,is,to,be,proposed,;,and,•,(,b,),the,amendment,merely,corrects,a,grammatical,or,other,non,-,substantive,error,in,the,special,mich,als,resolution,.,Companies,Comp,-,12,Compare,Reginampanietis,conjuncker,ca,Complete,companies,textures,a,ang If the chairperson of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the vote on that resolution remains valid unless the Court orders *** Caspar otherwise. Complex Repaateye Camping #Campanie Regestapo-Register 4 Campanategist Companie Registry Part 5 Capodicis Regintempsky esign Shares and Distributions Computers & Caps Mini Regis Division 1-Issue of Shares egy pantsegin Campasiekiampanie Regasers &amp home damper Componi Registra sampai Regis Campanietis, companiesh, fuper comput 49. All shares to be fully paid up No share is to be issued unless the share is fully paid. panies Remy Companies Compare Regatta Comp Companies Division 2-Interests In Shares Reg Companies par Regist Regis Compact Spacey, # 50. Company only bound by absolute interests (1) Except as required by law, no person is to be recognized by the company as holding any share on any trust. (2) Cu(3) T Except as otherwise required by law or these articles, the company is not in any way to be bound by or recognize e any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it. A tamponirsk ##Compun (3) Paragraph (2) applies even though the company has notice of the interest. & F. + Companies Mecinies 49ompanies Division 3-Share Certificates 51. Certificates to be issued except in certain cases mponica Reginatryk #panieristys use Registry companie Comoria 26 pre ampuntes Region (1) The company must issue each member, free of charge, with one or more certificates in respect of the shares that the member holds, within- Regi (a) 2 months after allotment or lodgment of a proper instrument of transfer; or (b) any other period that the conditions of issue provide. Cumprnteres (2) If more than one person holds a share, only 1 certificate may be issued in respect of it. 52. 上 Contents and execution of share certificates Compan (1) A certificate must specify (b) (IFA 18 Cove (a) in respect of how many shares the certificate is issued; pregiste the fact that the shares are fully paid; ande (c) any distinguishing numbers assigned to them. (2) A certificate must- (a) статитрье A Rompanies Hot &#*** have affixed to it the company's common seal or the company's official seal under section 126 of the Ordinance; or (b) be otherwise executed in accordance with the Ordinance.mp ECM 53. Replacement share certificates (1) (2) civicentin pregistry Compan If a certificate issued in respect of a member's shares is defaced, damaged, lost or destroyed, the member is entitled to be issued with a replacement certificate in respect of the same shares. A member exercising the right to be issued with a replacement certificate-Registry (a) must return the certificate that is to be replaced to the company if it is defaced or damaged; and (b) must comply with the conditions as to evidence, indemnity and the payment of a reasonable 74fee that the directors decide, *****54. (1) Transfer of shares 다 Division 4-Transfer and Transmission of Shares companies other Shares may be transferred by means of an instrument of transfer in any usual form or any form approved by the directors, which is executed by or on behalf of both the transferor and the *****transferee. Camp Rend the company for registering any instrument of transfer or other (2) No fee may be charged by the document relating to or affecting the title to any share. (3) The company may retain any instrument of transfer that is registered. (4) The transferor remains the holder of a share until the transferee's name is entered in the register *****55. of members as holder of it. Power of directors to refuse transfer of shares Compoule Regist ampante Regi Старанией у (1) Without limiting article 2(2), the directors may refuse to register the transfer of a share if compare(a) (a) the instrument of transfer is not lodged at the company's registered office or another place that the directors have appointed; mg Emprese,ang,If,the,chairperson,of,the,meeting,,,acting,in,good,faith,,,wrongly,decides,that,an,amendment,to,a,resolution,is,out,of,order,,,the,vote,on,that,resolution,remains,valid,unless,the,Court,orders,***,Caspar,otherwise,.,Complex,Repaateye,Camping,#Campanie,Regestapo,-,Register,4,Campanategist,Companie,Registry,Part,5,Capodicis,Regintempsky,esign,Shares,and,Distributions,Computers,&,Caps,Mini,Regis,Division,1,-,Issue,of,Shares,egy,pantsegin,Campasiekiampanie,Regasers,&,amp,home,damper,Componi,Registra,sampai,Regis,Campanietis,,,companiesh,,,fuper,comput,49.,All,shares,to,be,fully,paid,up,No,share,is,to,be,issued,unless,the,share,is,fully,paid,.,panies,Remy,Companies,Compare,Regatta,Comp,Companies,Division,2,-,Interests,In,Shares,Reg,Companies,par,Regist,Regis,Compact,Spacey,,,#,50.,Company,only,bound,by,absolute,interests,(,1,),Except,as,required,by,law,,,no,person,is,to,be,recognized,by,the,company,as,holding,any,share,on,any,trust,.,(,2,),Cu,(,3,),T,Except,as,otherwise,required,by,law,or,these,articles,,,the,company,is,not,in,any,way,to,be,bound,by,or,recognize,e,any,interest,in,a,share,other,than,the,holder's,absolute,ownership,of,it,and,all,the,rights,attaching,to,it,.,A,tamponirsk,##,Compun,(,3,),Paragraph,(,2,),applies,even,though,the,company,has,notice,of,the,interest,.,&,F.,+,Companies,Mecinies,49ompanies,Division,3,-,Share,Certificates,51.,Certificates,to,be,issued,except,in,certain,cases,mponica,Reginatryk,#panieristys,use,Registry,companie,Comoria,26,pre,ampuntes,Region,(,1,),The,company,must,issue,each,member,,,free,of,charge,,,with,one,or,more,certificates,in,respect,of,the,shares,that,the,member,holds,,,within-,Regi,(,a,),2,months,after,allotment,or,lodgment,of,a,proper,instrument,of,transfer,;,or,(,b,),any,other,period,that,the,conditions,of,issue,provide,.,Cumprnteres,(,2,),If,more,than,one,person,holds,a,share,,,only,1,certificate,may,be,issued,in,respect,of,it,.,52,.,上,Contents,and,execution,of,share,certificates,Compan,(,1,),A,certificate,must,specify,(,b,),(,IFA,18,Cove,(,a,),in,respect,of,how,many,shares,the,certificate,is,issued,;,pregiste,the,fact,that,the,shares,are,fully,paid,;,ande,(,c,),any,distinguishing,numbers,assigned,to,them,.,(,2,),A,certificate,must-,(,a,),статитрье,A,Rompanies,Hot,&,#,***,have,affixed,to,it,the,company's,common,seal,or,the,company's,official,seal,under,section,126,of,the,Ordinance,;,or,(,b,),be,otherwise,executed,in,accordance,with,the,Ordinance.mp,ECM,53.,Replacement,share,certificates,(,1,),(,2,),civicentin,pregistry,Compan,If,a,certificate,issued,in,respect,of,a,member's,shares,is,defaced,,,damaged,,,lost,or,destroyed,,,the,member,is,entitled,to,be,issued,with,a,replacement,certificate,in,respect,of,the,same,shares,.,A,member,exercising,the,right,to,be,issued,with,a,replacement,certificate,-,Registry,(,a,),must,return,the,certificate,that,is,to,be,replaced,to,the,company,if,it,is,defaced,or,damaged,;,and,(,b,),must,comply,with,the,conditions,as,to,evidence,,,indemnity,and,the,payment,of,a,reasonable,74fee,that,the,directors,decide,,,*****,54,.,(,1,),Transfer,of,shares,다,Division,4,-,Transfer,and,Transmission,of,Shares,companies,other,Shares,may,be,transferred,by,means,of,an,instrument,of,transfer,in,any,usual,form,or,any,form,approved,by,the,directors,,,which,is,executed,by,or,on,behalf,of,both,the,transferor,and,the,*****,transferee,.,Camp,Rend,the,company,for,registering,any,instrument,of,transfer,or,other,(,2,),No,fee,may,be,charged,by,the,document,relating,to,or,affecting,the,title,to,any,share,.,(,3,),The,company,may,retain,any,instrument,of,transfer,that,is,registered,.,(,4,),The,transferor,remains,the,holder,of,a,share,until,the,transferee's,name,is,entered,in,the,register,*****,55,.,of,members,as,holder,of,it,.,Power,of,directors,to,refuse,transfer,of,shares,Compoule,Regist,ampante,Regi,Старанией,у,(,1,),Without,limiting,article,2,(,2,),,,the,directors,may,refuse,to,register,the,transfer,of,a,share,if,compare,(,a,),(,a,),the,instrument,of,transfer,is,not,lodged,at,the,company's,registered,office,or,another,place,that,the,directors,have,appointed,;,mg,Emprese,@divantes Registry E Mar # the instrument of transfer is not accompanied by the certificate for the share to which it tegy make the transfer, or evidence of the right of someone other than the transferor to make the relates, or other evidence the directors reasonably require to show the transferor's right to transfer on the transferor's behalf; or (c) the transfer is in respect of more than one class of shares. isinya If the directors refuse to register the transfer of a share under paragraph (1) or article 2(2) (a) (b) the transferor or transferee may request a statement of the reasons for the refusal; and Region Avenu the instrument of transfer must be returned to the transferor or transferee who lodged it***** unless the directors suspect that the proposed transfer may be fraudulent. (3) The instrument of transfer must be returned in accordance with paragraph (2)(b) together with a notice of refusal within 2 months after the date on which the instrument of transfer was lodged with the company. (4) If a request is made under paragraph (2)(a), the directors must, within 28 days after receiving the 56. request- (a) send the transferor or transferee who made the request a statement of the reasons for the refusal; or Пирошел? (b) register the transfer. Cancer Reques Companie Avoi # Componirh た Em & Weegeery & Compare very Transmission of shares If a member dies, the company may only recognize the following person or persons as having any title............ ...to a share of the deceased member- (a) if the deceased member was a joint holder of the share, the surviving holder or holders of 08 the share; and (b) if the deceased member was a sole holder of the share, the legal personal representative of ********* the deceased member. Compartesh 57. Transmittees' rights rights Registry zapaneseptor Compare Repair 20 Comp by par (1) If a transmittee produces evidence of entitlement to the share as the directors properly require,ne the transmittee may, subject to these articles, choose to become the holder of the share or to have the share transferred to another person. C (2) The directors have the same right to refuse or suspend the registration as they would have had if******** the holder had transferred the share before the transmission. (3) A transmittee is entitled to the same dividends and other advantages to which the transmittee Contaldic Would be entitled if the transmittee were the holder of the share, except that the transmittee is *****not, before being registered as a member in respect of the share, entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company. Regid mpanies (4) 5 The directors may at any time give notice requiring a transmittee to choose to become the holder of the share or to have the share transferred to another person. (5) If the notice is not complied with within 90 days of the notice being given, the directors may withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with. 58. Exercise of transmittees' rights #Amp Regione Regi (1) If a transmittee chooses to become the holder of a share, the transmittee must notify the company in writing of the choice. (2) Within 2 months after receiving the notice, the directors must-t (a) register the transmittee as the holder of the share; or pentes Regiving a (b) send the transmittee a notice of refusal of registration...... Campelo Regist (3) If the directors refuse registration, the transmittee may request a statement of the reasons for the refusal. ategy(4) (5) If a request is made under paragraph (3), the directors must, within 28 days after receiving the request- (a) mpatier gry Compan send the transmittee a statement of the reasons for the refusal; or reposici (b) register the transmittee as the holder of the share. If the transmittee chooses to have the share transferred to another person, the transmittee must execute an instrument of transfer in respect of it. (6) All the limitations, restrictions and other provisions of these articles relating to the right to transfer pedes and the registration of transfer of shares apply to the notice under paragraph (1) or the transfer under paragraph (5), as if the transmission had not occurred and the transfer were a transfer made by the holder of the share before the transmission. #momomprare glampante ens va componente-Regis=145) 21 Compare R14mpanter Registry ES stompunt Regis companie Regina) * BE $uaponis xirgi & × = cynny Comité Comppu MyCommunic,@divantes,Registry,E,Mar,#,the,instrument,of,transfer,is,not,accompanied,by,the,certificate,for,the,share,to,which,it,tegy,make,the,transfer,,,or,evidence,of,the,right,of,someone,other,than,the,transferor,to,make,the,relates,,,or,other,evidence,the,directors,reasonably,require,to,show,the,transferor's,right,to,transfer,on,the,transferor's,behalf,;,or,(,c,),the,transfer,is,in,respect,of,more,than,one,class,of,shares,.,isinya,If,the,directors,refuse,to,register,the,transfer,of,a,share,under,paragraph,(,1,),or,article,2,(,2,),(,a,),(,b,),the,transferor,or,transferee,may,request,a,statement,of,the,reasons,for,the,refusal,;,and,Region,Avenu,the,instrument,of,transfer,must,be,returned,to,the,transferor,or,transferee,who,lodged,it,*****,unless,the,directors,suspect,that,the,proposed,transfer,may,be,fraudulent,.,(,3,),The,instrument,of,transfer,must,be,returned,in,accordance,with,paragraph,(,2,),(,b,),together,with,a,notice,of,refusal,within,2,months,after,the,date,on,which,the,instrument,of,transfer,was,lodged,with,the,company,.,(,4,),If,a,request,is,made,under,paragraph,(,2,),(,a,),,,the,directors,must,,,within,28,days,after,receiving,the,56,.,request-,(,a,),send,the,transferor,or,transferee,who,made,the,request,a,statement,of,the,reasons,for,the,refusal,;,or,Пирошел,?,(,b,),register,the,transfer,.,Cancer,Reques,Companie,Avoi,#,Componirh,た,Em,&,Weegeery,&,Compare,very,Transmission,of,shares,If,a,member,dies,,,the,company,may,only,recognize,the,following,person,or,persons,as,having,any,title,............,...,to,a,share,of,the,deceased,member-,(,a,),if,the,deceased,member,was,a,joint,holder,of,the,share,,,the,surviving,holder,or,holders,of,08,the,share,;,and,(,b,),if,the,deceased,member,was,a,sole,holder,of,the,share,,,the,legal,personal,representative,of,*********,the,deceased,member,.,Compartesh,57.,Transmittees,',rights,rights,Registry,zapaneseptor,Compare,Repair,20,Comp,by,par,(,1,),If,a,transmittee,produces,evidence,of,entitlement,to,the,share,as,the,directors,properly,require,,,ne,the,transmittee,may,,,subject,to,these,articles,,,choose,to,become,the,holder,of,the,share,or,to,have,the,share,transferred,to,another,person,.,C,(,2,),The,directors,have,the,same,right,to,refuse,or,suspend,the,registration,as,they,would,have,had,if,********,the,holder,had,transferred,the,share,before,the,transmission,.,(,3,),A,transmittee,is,entitled,to,the,same,dividends,and,other,advantages,to,which,the,transmittee,Contaldic,Would,be,entitled,if,the,transmittee,were,the,holder,of,the,share,,,except,that,the,transmittee,is,*****,not,,,before,being,registered,as,a,member,in,respect,of,the,share,,,entitled,in,respect,of,it,to,exercise,any,right,conferred,by,membership,in,relation,to,meetings,of,the,company,.,Regid,mpanies,(,4,),5,The,directors,may,at,any,time,give,notice,requiring,a,transmittee,to,choose,to,become,the,holder,of,the,share,or,to,have,the,share,transferred,to,another,person,.,(,5,),If,the,notice,is,not,complied,with,within,90,days,of,the,notice,being,given,,,the,directors,may,withhold,payment,of,all,dividends,,,bonuses,or,other,moneys,payable,in,respect,of,the,share,until,the,requirements,of,the,notice,have,been,complied,with,.,58.,Exercise,of,transmittees,',rights,#Amp,Regione,Regi,(,1,),If,a,transmittee,chooses,to,become,the,holder,of,a,share,,,the,transmittee,must,notify,the,company,in,writing,of,the,choice,.,(,2,),Within,2,months,after,receiving,the,notice,,,the,directors,must,-,t,(,a,),register,the,transmittee,as,the,holder,of,the,share,;,or,pentes,Regiving,a,(,b,),send,the,transmittee,a,notice,of,refusal,of,registration,......,Campelo,Regist,(,3,),If,the,directors,refuse,registration,,,the,transmittee,may,request,a,statement,of,the,reasons,for,the,refusal,.,ategy,(,4,),(,5,),If,a,request,is,made,under,paragraph,(,3,),,,the,directors,must,,,within,28,days,after,receiving,the,request-,(,a,),mpatier,gry,Compan,send,the,transmittee,a,statement,of,the,reasons,for,the,refusal,;,or,reposici,(,b,),register,the,transmittee,as,the,holder,of,the,share,.,If,the,transmittee,chooses,to,have,the,share,transferred,to,another,person,,,the,transmittee,must,execute,an,instrument,of,transfer,in,respect,of,it,.,(,6,),All,the,limitations,,,restrictions,and,other,provisions,of,these,articles,relating,to,the,right,to,transfer,pedes,and,the,registration,of,transfer,of,shares,apply,to,the,notice,under,paragraph,(,1,),or,the,transfer,under,paragraph,(,5,),,,as,if,the,transmission,had,not,occurred,and,the,transfer,were,a,transfer,made,by,the,holder,of,the,share,before,the,transmission,.,#momomprare,glampante,ens,va,componente,-,Regis,=,145,),21,Compare,R14mpanter,Registry,ES,stompunt,Regis,companie,Regina,),*,BE,$,uaponis,xirgi,&,×,=,cynny,Comité,Comppu,MyCommunic,.kegistry o ansmittees bound by prior notices is given to a member in respect of shares and a transmittee is entitled to those shares, the smittee is bound by the notice if it was given to the member before the transmittee's name has entered in the register of members. Division 5-Alteration and Reduction of Share Capital, Share Buy-backs 60. Alteration of share capital and Allotment of Shares try (1) Subject to paragraph (2), the company may alter its share capital in any one or more of the ways set out in section 170(2)(a), (b), (c), (d), (e) and (f)(i) of the Ordinance, and subsections (3), (4), (5), (6), (7) and (8) of that section apply accordingly. (2) An alteration made in the way set out in section 170(2)(c), (d), (e) or (f)(i) of the Ordinance may only be made by ordinary resolution. 61. Reduction of share capital Compote Roan Companieskellis The company may by special resolution reduce its share capital in accordance with Division 3 of Part 5 of the Ordinance. Companies 62. Share buy-backs Compantes Register Compute. Registry companies Componenty = += €** The company may buy back its own shares (including any redeemable shares) in accordance with Division 4 of Part 5 of the Ordinance.picgantes 63. Allotment of shares The directors must not exercise any power conferred on them to allot shares in the company without mich.educ the prior approval of the company by resolution if the approval is required by section 140 of the Ordinance. pory a € 12 #tomporteritexxiv RepComp Companie Registr Division 6-Distributions ma empani Regu Procedure for declaring dividends The company may at a general meeting declare dividends, but a dividend must not exceed the amount recommended by the directors. 64. (1) (2) (3) The directors may from time to time pay the members interim dividends that appear to the directors to be justified by the profits of the company. (4) Retr Composied is Fegistry A dividend may only be paid out of the profits in accordance with Part 6 of the Ordinance. Unless the members' resolution to declare or directors' decision to pay a dividend, or the terms AR on which shares are issued, specify otherwise, it must be paid by reference to each member's holding of shares on the date of the resolution or decision to declare or pay it. (5) Before recommending any dividend, the directors may set aside out of the profits of the company any sums they think fit as reserves. (6) The directors may- (a) apply the reserves for any purpose to which the profits of the company may be properly applied; and Regis 1 «Сопровідка Revisited 2+ Compone 住 40 (b) pending such an application, employ the reserves in the business of the company or investing ite them in any investments (other than shares of the company) that they think fit. The directors may also without placing the sums to reserve carry forward any profits that they organi think prudent not to divide. expanzer-g Companie#Compo ple 65. Payment of dividends and other distributions* 歌い Regi (1) If a dividend or other sum that is a distribution is payable in respect of a share, it must be paid by... Meier one or more of the following means- 奇! Compas (a) transfer to a bank account specified by the distribution recipient either in writing or as the directors decide; pines g n1@y (b) sending a cheque made payable to the distribution recipient by post to the distribution Companies Repsy recipient at the distribution recipient's registered address (if the distribution recipient is a the distribution estholder of the share), or (in any other case) to an address specified by Compras recipient either in writing or as the directors decide; #des Egivirus Name Regis #s) (c) sending a cheque made payable to the specified person by post to the specified person at the address the distribution recipient has specified either in writing or as the directors decide; Component(d) any other means of payment as the directors agree with the distribution recipient either in comp writing or as the directors decide. (2) In this article- #Companiescomponiend pets Reger 412 Company #potiv Registry is #Camera Regenera #di | "Companies Regis Companies for top 30 min eskegions open begin & # #tempanies ponics RC-15-tes Regiving apanteizera pampante Regis Camper grampante Verary Componi Regan pante Reizers cancrisiest Companies Recy Comp CompaRqfy A Scomparte Registry's Intern Cor,.kegistry,o,ansmittees,bound,by,prior,notices,is,given,to,a,member,in,respect,of,shares,and,a,transmittee,is,entitled,to,those,shares,,,the,smittee,is,bound,by,the,notice,if,it,was,given,to,the,member,before,the,transmittee's,name,has,entered,in,the,register,of,members,.,Division,5,-,Alteration,and,Reduction,of,Share,Capital,,,Share,Buy,-,backs,60.,Alteration,of,share,capital,and,Allotment,of,Shares,try,(,1,),Subject,to,paragraph,(,2,),,,the,company,may,alter,its,share,capital,in,any,one,or,more,of,the,ways,set,out,in,section,170,(,2,),(,a,),,,(,b,),,,(,c,),,,(,d,),,,(,e,),and,(,f,),(,i,),of,the,Ordinance,,,and,subsections,(,3,),,,(,4,),,,(,5,),,,(,6,),,,(,7,),and,(,8,),of,that,section,apply,accordingly,.,(,2,),An,alteration,made,in,the,way,set,out,in,section,170,(,2,),(,c,),,,(,d,),,,(,e,),or,(,f,),(,i,),of,the,Ordinance,may,only,be,made,by,ordinary,resolution,.,61.,Reduction,of,share,capital,Compote,Roan,Companieskellis,The,company,may,by,special,resolution,reduce,its,share,capital,in,accordance,with,Division,3,of,Part,5,of,the,Ordinance,.,Companies,62.,Share,buy,-,backs,Compantes,Register,Compute,.,Registry,companies,Componenty,=,+,=,€,**,The,company,may,buy,back,its,own,shares,(,including,any,redeemable,shares,),in,accordance,with,Division,4,of,Part,5,of,the,Ordinance.picgantes,63,.,Allotment,of,shares,The,directors,must,not,exercise,any,power,conferred,on,them,to,allot,shares,in,the,company,without,mich.educ,the,prior,approval,of,the,company,by,resolution,if,the,approval,is,required,by,section,140,of,the,Ordinance,.,pory,a,€,12,#tomporteritexxiv,RepComp,Companie,Registr,Division,6,-,Distributions,ma,empani,Regu,Procedure,for,declaring,dividends,The,company,may,at,a,general,meeting,declare,dividends,,,but,a,dividend,must,not,exceed,the,amount,recommended,by,the,directors,.,64,.,(,1,),(,2,),(,3,),The,directors,may,from,time,to,time,pay,the,members,interim,dividends,that,appear,to,the,directors,to,be,justified,by,the,profits,of,the,company,.,(,4,),Retr,Composied,is,Fegistry,A,dividend,may,only,be,paid,out,of,the,profits,in,accordance,with,Part,6,of,the,Ordinance,.,Unless,the,members,',resolution,to,declare,or,directors,',decision,to,pay,a,dividend,,,or,the,terms,AR,on,which,shares,are,issued,,,specify,otherwise,,,it,must,be,paid,by,reference,to,each,member's,holding,of,shares,on,the,date,of,the,resolution,or,decision,to,declare,or,pay,it,.,(,5,),Before,recommending,any,dividend,,,the,directors,may,set,aside,out,of,the,profits,of,the,company,any,sums,they,think,fit,as,reserves,.,(,6,),The,directors,may-,(,a,),apply,the,reserves,for,any,purpose,to,which,the,profits,of,the,company,may,be,properly,applied,;,and,Regis,1,«,Сопровідка,Revisited,2+,Compone,住,40,(,b,),pending,such,an,application,,,employ,the,reserves,in,the,business,of,the,company,or,investing,ite,them,in,any,investments,(,other,than,shares,of,the,company,),that,they,think,fit,.,The,directors,may,also,without,placing,the,sums,to,reserve,carry,forward,any,profits,that,they,organi,think,prudent,not,to,divide,.,expanzer,-,g,Companie,#,Compo,ple,65,.,Payment,of,dividends,and,other,distributions,*,歌い,Regi,(,1,),If,a,dividend,or,other,sum,that,is,a,distribution,is,payable,in,respect,of,a,share,,,it,must,be,paid,by,...,Meier,one,or,more,of,the,following,means-,奇,!,Compas,(,a,),transfer,to,a,bank,account,specified,by,the,distribution,recipient,either,in,writing,or,as,the,directors,decide,;,pines,g,n1,@,y,(,b,),sending,a,cheque,made,payable,to,the,distribution,recipient,by,post,to,the,distribution,Companies,Repsy,recipient,at,the,distribution,recipient's,registered,address,(,if,the,distribution,recipient,is,a,the,distribution,estholder,of,the,share,),,,or,(,in,any,other,case,),to,an,address,specified,by,Compras,recipient,either,in,writing,or,as,the,directors,decide,;,#des,Egivirus,Name,Regis,#s,),(,c,),sending,a,cheque,made,payable,to,the,specified,person,by,post,to,the,specified,person,at,the,address,the,distribution,recipient,has,specified,either,in,writing,or,as,the,directors,decide,;,Component,(,d,),any,other,means,of,payment,as,the,directors,agree,with,the,distribution,recipient,either,in,comp,writing,or,as,the,directors,decide,.,(,2,),In,this,article-,#Companiescomponiend,pets,Reger,412,Company,#potiv,Registry,is,#Camera,Regenera,#di,|,",Companies,Regis,Companies,for,top,30,min,eskegions,open,begin,&,#,#tempanies,ponics,RC,-,15,-,tes,Regiving,apanteizera,pampante,Regis,Camper,grampante,Verary,Componi,Regan,pante,Reizers,cancrisiest,Companies,Recy,Comp,CompaRqfy,A,Scomparte,Registry's,Intern,Cor,العراق القنصلي السفارة جمهورية القسم اق - بكين EMBASSY OF OF THE REDU AVUIEMCATION NSULAR SECTION AQ BELING No.3.0.2.8 العراق سفارة EMBASSY OF THE REPUBLIC OF IRAQ القسم القنصلي التصديقات بكين Date 2024-10-24 cc/\/ الصادق على صحة ختم وتوقيع وزارة الخارجين الصبية We approve the validity of the seal and the signature The Dept Not (esponsible for it's contents in a Jin The Consul Consular/Jan/领事 وعد عباس علي Waad Abbas Ali 瓦德·阿巴斯·阿里 09 CR 公司註冊處 COMPANIES REGISTRY 公司註冊證明書 CERTIFICATE OF INCORPORAT (2024)港署领认字第356号 兹证明前面文书上,香港高等法院 的印章和司法常务官邝卓宏先生的签 字属实。 中华人民共和国外交部 驻香港特别行政区 一等秘书曷誌 特派员公署领事部 二○二四年十月八日 01489062 995338 www.sf-express.com 百里区,العراق,القنصلي,السفارة,جمهورية,القسم,اق,-,بكين,EMBASSY,OF,OF,THE,REDU,AVUIEMCATION,NSULAR,SECTION,AQ,BELING,No.3.0.2.8,العراق,سفارة,EMBASSY,OF,THE,REPUBLIC,OF,IRAQ,القسم,القنصلي,التصديقات,بكين,Date,2024-10-24,cc,/,\,/,الصادق,على,صحة,ختم,وتوقيع,وزارة,الخارجين,الصبية,We,approve,the,validity,of,the,seal,and,the,signature,The,Dept,Not,(,esponsible,for,it's,contents,in,a,Jin,The,Consul,Consular,/,Jan,/,领事,وعد,عباس,علي,Waad,Abbas,Ali,瓦德,·,阿巴斯,·,阿里,09,CR,公司,註冊,處,COMPANIES,REGISTRY,公司,註冊,證明書,CERTIFICATE,OF,INCORPORAT,(,2024,),港,署,领,认字,第,356,号,兹,证明,前面,文书,上,,,香港,高等法院,的,印章,和,司法,常务,官,邝,卓,宏,先生,的,签,字,属实,。,中华人民共和国,外交部,驻,香港特别行政区,一等秘书,曷,誌,特派员,公署,领事,部,二,○,二,四年,十月,八日,01489062,995338,www.sf-express.com,百里,区,** L person (±) means a person specified by the distribution recipient either in writing or the directors decide. No Interest on distributions The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by- (a) the terms on which the share was issued; or (b) the provisions of another agreement between the holder of the share and the company. 67. Unclaimed distributions (1) If dividends or other sums are payable in respect of shares and they are not claimed after having been declared or become payable, they may be invested or made use of by the directors for the benefit of the company until claimed. (2) The payment of the dividends or other sums into a separate account does not make the company a trustee in respect of it. (3) A distribution recipient is no longer entitled to a dividend or other sum and it ceases to remain owing by the company, if- Compil 68. (1) (2) (a) (b) 12 years have passed from the date on which the dividend or other sum became due for *** payment; and the distribution recipient has not claimed it. Complete Repairs parker Non-cash distributions Subject to the terms of issue of the share in question, the company may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other l distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company). empante Rp75 For paying a non-cash distribution, the directors may make whatever arrangements they think fit,u including, if any difficulty arises regarding the distribution- wande, Regiter & V wanie Register Ft El'espagird & Comp # (a) fixing the value of any assets; (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and (c) 469. (1) Companied Beginity d pemisie (2) vesting any assets in trustees. Concret Waiver of distributions 2 Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by executing to the company a deed to that effect. entitled to the share But if the share has more than one holder or more than one person is e (whether by reason of the death or bankruptcy of one or more joint holders, or otherwise), the idea atend deed is not effective unless it is expressed to be executed by all the holders or other persons Rentitled to the share. 處 Call us panese pall.es/Flori Division 7-Capitalization of Profits Commerciante 70. Capitalization of profits (1) edom Cempak (2) core (3) Comp The company may by ordinary resolution on the recommendation of the directors capitalize profits. C Registry- If the capitalization is to be accompanied by the issue of shares or debentures, the directors may apply the sum capitalized in the proportions in which the members would be entitled if the sum omn was distributed by way of dividend. emputesh Company Regin To the extent necessary to adjust the rights of the members among themselves if shares or p debentures become issuable in fractions, the directors may make any arrangements they think fit, including the issuing of fractional certificates or the making of cash payments or adopting a name grounding policy. anjanie Register Part 6 ompanied Regis Registroparesis Miscellaneous Provisions Reg Paste Division 1-Communications to and by Company Compunk www71. Means of communication to be used gry Vam #40 #mpone Regione fcp (1) Subject to these articles, anything sent or supplied by or to the company under these articles may be sent or supplied in any way in which Part 18 of the Ordinance provides for documents or br information to be sent or supplied by or to the company for the purposes of the Ordinance. director in punt Re (2) Subject to these articles, any notice or document to be sent or supplied to a e sent or supplied by the means connection with the taking of decisions by directors may also be g Compunt Media-16- Camp Repantry lompentex #copicNavarro 9.3 #4 Companies Remistry 2 4 1 # Stampeni Region componics Registry Summpunishment & par,**,L,person,(,±,),means,a,person,specified,by,the,distribution,recipient,either,in,writing,or,the,directors,decide,.,No,Interest,on,distributions,The,company,may,not,pay,interest,on,any,dividend,or,other,sum,payable,in,respect,of,a,share,unless,otherwise,provided,by-,(,a,),the,terms,on,which,the,share,was,issued,;,or,(,b,),the,provisions,of,another,agreement,between,the,holder,of,the,share,and,the,company,.,67.,Unclaimed,distributions,(,1,),If,dividends,or,other,sums,are,payable,in,respect,of,shares,and,they,are,not,claimed,after,having,been,declared,or,become,payable,,,they,may,be,invested,or,made,use,of,by,the,directors,for,the,benefit,of,the,company,until,claimed,.,(,2,),The,payment,of,the,dividends,or,other,sums,into,a,separate,account,does,not,make,the,company,a,trustee,in,respect,of,it,.,(,3,),A,distribution,recipient,is,no,longer,entitled,to,a,dividend,or,other,sum,and,it,ceases,to,remain,owing,by,the,company,,,if-,Compil,68,.,(,1,),(,2,),(,a,),(,b,),12,years,have,passed,from,the,date,on,which,the,dividend,or,other,sum,became,due,for,***,payment,;,and,the,distribution,recipient,has,not,claimed,it,.,Complete,Repairs,parker,Non,-,cash,distributions,Subject,to,the,terms,of,issue,of,the,share,in,question,,,the,company,may,,,by,ordinary,resolution,on,the,recommendation,of,the,directors,,,decide,to,pay,all,or,part,of,a,dividend,or,other,l,distribution,payable,in,respect,of,a,share,by,transferring,non,-,cash,assets,of,equivalent,value,(,including,,,without,limitation,,,shares,or,other,securities,in,any,company,),.,empante,Rp75,For,paying,a,non,-,cash,distribution,,,the,directors,may,make,whatever,arrangements,they,think,fit,,,u,including,,,if,any,difficulty,arises,regarding,the,distribution-,wande,,,Regiter,&,V,wanie,Register,Ft,El'espagird,&,Comp,#,(,a,),fixing,the,value,of,any,assets,;,(,b,),paying,cash,to,any,distribution,recipient,on,the,basis,of,that,value,in,order,to,adjust,the,rights,of,recipients,;,and,(,c,),469,.,(,1,),Companied,Beginity,d,pemisie,(,2,),vesting,any,assets,in,trustees,.,Concret,Waiver,of,distributions,2,Distribution,recipients,may,waive,their,entitlement,to,a,dividend,or,other,distribution,payable,in,respect,of,a,share,by,executing,to,the,company,a,deed,to,that,effect,.,entitled,to,the,share,But,if,the,share,has,more,than,one,holder,or,more,than,one,person,is,e,(,whether,by,reason,of,the,death,or,bankruptcy,of,one,or,more,joint,holders,,,or,otherwise,),,,the,idea,atend,deed,is,not,effective,unless,it,is,expressed,to,be,executed,by,all,the,holders,or,other,persons,Rentitled,to,the,share,.,處,Call,us,panese,pall.es/Flori,Division,7,-,Capitalization,of,Profits,Commerciante,70.,Capitalization,of,profits,(,1,),edom,Cempak,(,2,),core,(,3,),Comp,The,company,may,by,ordinary,resolution,on,the,recommendation,of,the,directors,capitalize,profits,.,C,Registry-,If,the,capitalization,is,to,be,accompanied,by,the,issue,of,shares,or,debentures,,,the,directors,may,apply,the,sum,capitalized,in,the,proportions,in,which,the,members,would,be,entitled,if,the,sum,omn,was,distributed,by,way,of,dividend,.,emputesh,Company,Regin,To,the,extent,necessary,to,adjust,the,rights,of,the,members,among,themselves,if,shares,or,p,debentures,become,issuable,in,fractions,,,the,directors,may,make,any,arrangements,they,think,fit,,,including,the,issuing,of,fractional,certificates,or,the,making,of,cash,payments,or,adopting,a,name,grounding,policy,.,anjanie,Register,Part,6,ompanied,Regis,Registroparesis,Miscellaneous,Provisions,Reg,Paste,Division,1,-,Communications,to,and,by,Company,Compunk,www71,.,Means,of,communication,to,be,used,gry,Vam,#,40,#mpone,Regione,fcp,(,1,),Subject,to,these,articles,,,anything,sent,or,supplied,by,or,to,the,company,under,these,articles,may,be,sent,or,supplied,in,any,way,in,which,Part,18,of,the,Ordinance,provides,for,documents,or,br,information,to,be,sent,or,supplied,by,or,to,the,company,for,the,purposes,of,the,Ordinance,.,director,in,punt,Re,(,2,),Subject,to,these,articles,,,any,notice,or,document,to,be,sent,or,supplied,to,a,e,sent,or,supplied,by,the,means,connection,with,the,taking,of,decisions,by,directors,may,also,be,g,Compunt,Media,-,16-,Camp,Repantry,lompentex,#copicNavarro,9.3,#,4,Companies,Remistry,2,4,1,#,Stampeni,Region,componics,Registry,Summpunishment,&,par,being. which that director has asked to be sent or supplied with such a notice or document for the particular way are to be deemed to have been received within a specified time of their being sent, an/Regis A director may agree with the company that notices or documents sent to that director in a and for the specified time to be less than 48 hours. 72. Company seals Division 2-Administrative Arrangements (1) A common seal may only be used by the authority of the directors. (2) A common seal must be a metallic seal having the company's name engraved on it in legible ******** form. (3) Subject to paragraph (2), the directors may decide by what means and in what form a common seal or official seal (whether for use outside Hong Kong or for sealing securities) is to be used. (4) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least 1 director of the company and 1 authorized person. (5) For the purposes of this article, an authorized person is (a) any director of the company; (b) the company secretary; or Tanya Regist well to which the common seal is tapeniek (c) any person authorized by the directors for signing documents to which the common applied. (6) If the company has an official seal for use outside Hong Kong, it may only be affixed to a document if its use on the document, or documents of a class to which it belongs, has been authorized by a decision of the directors. (7) If the company has an official seal for sealing securities, it may only be affixed to securities by the company secretary or a person authorized to apply it to securities by the company secretary. 73. No right to inspect accounts and other records Stampante Regh 「 A person is not entitled to inspect any of the company's accounting or other records or documents merely because of being a member, unless the person is authorized to do so by Betegaalia 74. (1) (a) an enactment; p soon punct Reginire Com (b) an order under section 740 of the Ordinance; comics Regeur Charoniexers & Conn (c) the directors; or (d) an ordinary resolution of the company. Winding up BNS**tilopanteonturia Sas coreshe Categ If the company is wound up and a surplus remains after the payment of debts proved in the p winding up, the liquidator- Intis (a) may, with the required sanction, divide amongst the members in specie or kind the whole or any part of the assets of the company (whether they consist of property of the same kind or not) and may, for this purpose, set a value the liquidator thinks fair on any property to be so divided; and 1 4 (b) may determine how the division is to be carried out between the members or different classes of members. ¿Companies (2) Companie Rea (3) The liquidator may, with the required sanction, vest the whole or part of those assets in trusteest,pr on trust for the benefit of the contributories that the liquidator, with the required sanction, thinks fit, but a member must not be compelled to accept any shares or other securities on which there is any liability. In this article- ramcegi diver required sanction (f) means the sanction of a special resolution of the company and any ot other sanction required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32). Camplikten コ Unies Reginay 4.,being,.,which,that,director,has,asked,to,be,sent,or,supplied,with,such,a,notice,or,document,for,the,particular,way,are,to,be,deemed,to,have,been,received,within,a,specified,time,of,their,being,sent,,,an,/,Regis,A,director,may,agree,with,the,company,that,notices,or,documents,sent,to,that,director,in,a,and,for,the,specified,time,to,be,less,than,48,hours,.,72.,Company,seals,Division,2,-,Administrative,Arrangements,(,1,),A,common,seal,may,only,be,used,by,the,authority,of,the,directors,.,(,2,),A,common,seal,must,be,a,metallic,seal,having,the,company's,name,engraved,on,it,in,legible,********,form,.,(,3,),Subject,to,paragraph,(,2,),,,the,directors,may,decide,by,what,means,and,in,what,form,a,common,seal,or,official,seal,(,whether,for,use,outside,Hong,Kong,or,for,sealing,securities,),is,to,be,used,.,(,4,),Unless,otherwise,decided,by,the,directors,,,if,the,company,has,a,common,seal,and,it,is,affixed,to,a,document,,,the,document,must,also,be,signed,by,at,least,1,director,of,the,company,and,1,authorized,person,.,(,5,),For,the,purposes,of,this,article,,,an,authorized,person,is,(,a,),any,director,of,the,company,;,(,b,),the,company,secretary,;,or,Tanya,Regist,well,to,which,the,common,seal,is,tapeniek,(,c,),any,person,authorized,by,the,directors,for,signing,documents,to,which,the,common,applied,.,(,6,),If,the,company,has,an,official,seal,for,use,outside,Hong,Kong,,,it,may,only,be,affixed,to,a,document,if,its,use,on,the,document,,,or,documents,of,a,class,to,which,it,belongs,,,has,been,authorized,by,a,decision,of,the,directors,.,(,7,),If,the,company,has,an,official,seal,for,sealing,securities,,,it,may,only,be,affixed,to,securities,by,the,company,secretary,or,a,person,authorized,to,apply,it,to,securities,by,the,company,secretary,.,73.,No,right,to,inspect,accounts,and,other,records,Stampante,Regh,「,A,person,is,not,entitled,to,inspect,any,of,the,company's,accounting,or,other,records,or,documents,merely,because,of,being,a,member,,,unless,the,person,is,authorized,to,do,so,by,Betegaalia,74,.,(,1,),(,a,),an,enactment,;,p,soon,punct,Reginire,Com,(,b,),an,order,under,section,740,of,the,Ordinance,;,comics,Regeur,Charoniexers,&,Conn,(,c,),the,directors,;,or,(,d,),an,ordinary,resolution,of,the,company,.,Winding,up,BNS,**,tilopanteonturia,Sas,coreshe,Categ,If,the,company,is,wound,up,and,a,surplus,remains,after,the,payment,of,debts,proved,in,the,p,winding,up,,,the,liquidator-,Intis,(,a,),may,,,with,the,required,sanction,,,divide,amongst,the,members,in,specie,or,kind,the,whole,or,any,part,of,the,assets,of,the,company,(,whether,they,consist,of,property,of,the,same,kind,or,not,),and,may,,,for,this,purpose,,,set,a,value,the,liquidator,thinks,fair,on,any,property,to,be,so,divided,;,and,1,4,(,b,),may,determine,how,the,division,is,to,be,carried,out,between,the,members,or,different,classes,of,members,.,¿,Companies,(,2,),Companie,Rea,(,3,),The,liquidator,may,,,with,the,required,sanction,,,vest,the,whole,or,part,of,those,assets,in,trusteest,,,pr,on,trust,for,the,benefit,of,the,contributories,that,the,liquidator,,,with,the,required,sanction,,,thinks,fit,,,but,a,member,must,not,be,compelled,to,accept,any,shares,or,other,securities,on,which,there,is,any,liability,.,In,this,article-,ramcegi,diver,required,sanction,(,f,),means,the,sanction,of,a,special,resolution,of,the,company,and,any,ot,other,sanction,required,by,the,Companies,(,Winding,Up,and,Miscellaneous,Provisions,),Ordinance,(,Cap,.,32,),.,Camplikten,コ,Unies,Reginay,4,.,Estonie Registry 45x3 Compar CR # 3071886 p No. 公司註冊 impeccampamis Regering Cowpantes da Comprata Registry, C COMPANIES REGISTRY.Renate Registrs Reisimpi panic Regis Computer Campean Require Register amponic Regine cops+ Region wpane Re mpuni Negima Comparini Aceus 2 [email protected] CERTIFICATE OF INCORPORATION Regumpe Registry Componente Me 本人謹此證明 Apie Muptcy punte spate I hereby certify thate 29 #El depinde Re CompTICE ACENTER REWorth Seen Energy Limiteding " Big Elemen of tempera 沃興能源有限公司(nectorymme Mpa Cope と 在香港 成 立為 為法 法團 m 根據香港法例第622章《公司條例》 )於本日 is this day incorporated in Hong Kong under the Companies Ordinance ара 此公司是 一間 す Rex & Compan Companies Weg (Chapter 622 of the Laws of Hong Kong), and that this company is paniers Á R 公司 a limited com company. xportSammic Restampadicevica 7942px.creating varier Rigton & J.-Rectoria Compante A ompanies. Comb quiz 709 ponifig = Command & Contest ompanies" giune & compania Regining Sunpanje&to imprinted Companie amphote Reg 0 - 年七月 二十九 日發出 pure Fairy Stone 29 July 2021. Issued on Company #womancecenice & companies Reality Forever 2 = (Companies Compante Regi Кый Registry. 本司注于Lampaste Regis公司Cowpierez)公司正由數aperss 香港特別行政區公司註冊處處長徐麗貞 angel Regawan Ragam Companies comparante Registry Ms Kitty TSUI Company Review Registry Registrar of Companies Aviompanic Registres mesHong Kong Special Administrative Region es Regivite & Fongame &cervies & #kendrympanic Comparezegon verdegan empasiempre Reg# (Lompaniesh Companies Registry Companies deg 08 Note Companie 公司名稱獲公司註冊處註冊,並不表示獲授予該公司名稱或其任何部分的商標權或任何www Lau pure A Regent) 其他知識產權 Registration of a company name with the Companies Registry does not confer any trade mark rights Cor any other intellectual property rights in respect of the company name or any part thereof. Cowen Registry CompaniesReplies Cowchon YeptWrappe,Estonie,Registry,45x3,Compar,CR,#,3071886,p,No.,公司,註冊,impeccampamis,Regering,Cowpantes,da,Comprata,Registry,,,C,COMPANIES,REGISTRY.Renate,Registrs,Reisimpi,panic,Regis,Computer,Campean,Require,Register,amponic,Regine,cops,+,Region,wpane,Re,mpuni,Negima,Comparini,Aceus,2,[email protected],CERTIFICATE,OF,INCORPORATION,Regumpe,Registry,Componente,Me,本人,謹此,證明,Apie,Muptcy,punte,spate,I,hereby,certify,thate,29,#El,depinde,Re,CompTICE,ACENTER,REWorth,Seen,Energy,Limiteding,",Big,Elemen,of,tempera,沃,興,能源,有限公司,(,nectorymme,Mpa,Cope,と,在,香港,成,立,為,為,法,法,團,m,根據,香港,法例,第,622,章,《,公司,條例,》,),於,本,日,is,this,day,incorporated,in,Hong,Kong,under,the,Companies,Ordinance,ара,此,公司,是,一,間,す,Rex,&,Compan,Companies,Weg,(,Chapter,622,of,the,Laws,of,Hong,Kong,),,,and,that,this,company,is,paniers,Á,R,公司,a,limited,com,company,.,xportSammic,Restampadicevica,7942px.creating,varier,Rigton,&,J.,-,Rectoria,Compante,A,ompanies,.,Comb,quiz,709,ponifig,=,Command,&,Contest,ompanies,",giune,&,compania,Regining,Sunpanje,&,to,imprinted,Companie,amphote,Reg,0,-,年,七月,二,十九,日,發出,pure,Fairy,Stone,29,July,2021,.,Issued,on,Company,#womancecenice,&,companies,Reality,Forever,2,=,(,Companies,Compante,Regi,Кый,Registry,.,本,司,注,于,Lampaste,Regis,公司,Cowpierez,),公司,正,由,數,aperss,香港特別行政區,公司,註冊,處,處長,徐麗貞,angel,Regawan,Ragam,Companies,comparante,Registry,Ms,Kitty,TSUI,Company,Review,Registry,Registrar,of,Companies,Aviompanic,Registres,mesHong,Kong,Special,Administrative,Region,es,Regivite,&,Fongame,&,cervies,&,#kendrympanic,Comparezegon,verdegan,empasiempre,Reg,#,(,Lompaniesh,Companies,Registry,Companies,deg,08,Note,Companie,公司,名稱,獲,公司,註冊,處,註冊,,,並不,表示,獲,授予,該,公司,名稱,或其,任何,部分,的,商標權,或,任何,www,Lau,pure,A,Regent,),其他,知識產權,Registration,of,a,company,name,with,the,Companies,Registry,does,not,confer,any,trade,mark,rights,Cor,any,other,intellectual,property,rights,in,respect,of,the,company,name,or,any,part,thereof,.,Cowen,Registry,CompaniesReplies,Cowchon,YeptWrappe,XX 各有效的商業/分行登記證展示在營業地點, the dotted line and display the valid business/branch registration certificate at business address. 表格 2 FORM 2 《商業登記條例》(第310章) BUSINESS REGISTRATION ORDINANCE (Chapter 310) 《商業登記規例) BUSINESS REGISTRATION REGULATIONS 商業登記證 Business XXXXX Registration Certificate 【第5條] [regulation 5] UPLICATE 米務/法理所用名稱 沃興能源有限公司 Name of Business Corporation 类伤 | 分行名稱 Business Branch Name WORTH SEEN ENERGY LIMITED *** 地址 Address FLAT A5165/F EFFICIENCY HOUSE 35 TAI YAU STREET SAN PO KONG KL 原油、化工品大宗貿易 BODY CORPORATE 梁殊性質 Nature of Business 法律地位 Status 生效日期 屆滿日期 Date of Commencement 29/07/2024 Date of Expiry 28/07/2025 登記證號碼 Certificate No 73226916-000-07-24-0 請注意下列《商業登記條例》的規定: 1. 第 6(6)修規定任何業務發商業登記證或 分行登記證,並不表示該業務或經營該業 務的人或受僱於該業務的僱員已遵從有限 登記費及徵費 Fcc and Levy $2,200 (登記費 [LE = $2,200) (徵費 LEVY = $ 0) Please note the following requirements of the Business Registration Ordinance: 1. Section 6(6) provides that the issue of a business registration certificate or a branch registration certificate shall not be deemed to imply that the requirements of any 的任何法律規定。 本人謹代表稅務局局長,根 [商登記(typ the persons carrying 條核證這份文件是商業登兜書所雙 need therethane been complied with. 2. 第12條規定各業務造業登記 2. Section 12 provides that valid business registration RAAFumen under Section 15daysaaresto Siness is carried on. Commissioner of Inlatificaturiston certificate shall be 示。 Ordinance to be a true copy of a valid business registration certificate Issued by the Business Registration Office. 馮凱廋 (FUNG OI MAN, JOYCE) 機印所示登記費及覆費收訖。 RECEIVED FEE AND LEVY HERE STATED IN PRINTED FIGURES 0092F1 IRD8101A (12/2010) 25/06/2024 839347852 $2,200.00 0092F1 92 20240911 000911,XX,各,有效,的,商業,/,分行,登記,證,展示,在,營業,地點,,,the,dotted,line,and,display,the,valid,business,/,branch,registration,certificate,at,business,address,.,表格,2,FORM,2,《,商業,登記,條例,》,(,第,310,章,),BUSINESS,REGISTRATION,ORDINANCE,(,Chapter,310,),《,商業,登記,規,例,),BUSINESS,REGISTRATION,REGULATIONS,商業,登記,證,Business,XXXXX,Registration,Certificate,【,第,5,條,],[,regulation,5,],UPLICATE,米,務,/,法理,所,用,名稱,沃,興,能源,有限公司,Name,of,Business,Corporation,类,伤,|,分行,名稱,Business,Branch,Name,WORTH,SEEN,ENERGY,LIMITED,***,地址,Address,FLAT,A5165,/,F,EFFICIENCY,HOUSE,35,TAI,YAU,STREET,SAN,PO,KONG,KL,原油,、,化工,品,大宗,貿易,BODY,CORPORATE,梁,殊,性質,Nature,of,Business,法律,地位,Status,生效,日期,屆滿,日期,Date,of,Commencement,29/07/2024,Date,of,Expiry,28/07/2025,登記,證,號碼,Certificate,No,73226916-000-07-24-0,請,注意,下列,《,商業,登記,條例,》,的,規定,:,1.,第,6,(,6,),修,規定,任何,業務,發,商業,登記,證,或,分行,登記,證,,,並不,表示,該,業務,或,經營,該,業,務,的,人,或,受僱於,該,業務,的,僱員,已,遵從,有限,登記,費,及,徵,費,Fcc,and,Levy,$,2,200,(,登記,費,[,LE,=,$,2,200,),(,徵,費,LEVY,=,$,0,),Please,note,the,following,requirements,of,the,Business,Registration,Ordinance,:,1.,Section,6,(,6,),provides,that,the,issue,of,a,business,registration,certificate,or,a,branch,registration,certificate,shall,not,be,deemed,to,imply,that,the,requirements,of,any,的,任何,法律,規定,。,本人,謹,代表,稅務局,局長,,,根,[,商,登記,(,typ,the,persons,carrying,條,核,證,這份,文件,是,商業,登,兜,書,所,雙,need,therethane,been,complied,with,.,2.,第,12,條,規定,各,業務,造,業,登記,2.,Section,12,provides,that,valid,business,registration,RAAFumen,under,Section,15daysaaresto,Siness,is,carried,on,.,Commissioner,of,Inlatificaturiston,certificate,shall,be,示,。,Ordinance,to,be,a,true,copy,of,a,valid,business,registration,certificate,Issued,by,the,Business,Registration,Office,.,馮,凱,廋,(,FUNG,OI,MAN,,,JOYCE,),機,印,所示,登記,費,及,覆,費,收訖,。,RECEIVED,FEE,AND,LEVY,HERE,STATED,IN,PRINTED,FIGURES,0092F1,IRD8101A,(,12/2010,),25/06/2024,839347852,$,2,200.00,0092F1,92,20240911,000911,able to s M THE COMPANIES ORDINANCE (CHAPTER 622) compte Private Company Limited by Shares ARTICLES OF ASSOCIATION Kummaisie Register Registry CompOF 存案 Filed conte WCR No. 3071886 Registro Worth Seen Energy Limited 22 Stunt 沃興能源有限公司 Jigani Regini, & Re#002 diana Campervanevadeste Compare Regis perty RegE Companies Rogers dcompetentiae Regis C # Part A Mandatory Articles Computer Comp 1. Company Name The name of the company is "Worth Seen Energy Limited meetin 沃興能源有限公司” Company & Comp Company Companies Regine 99 Campus ump Companies Register amp R mpete Region Regolames Recent Company P & panta18 2. Members' Liabilities CareReg pantastic formin Comp The liability of the members is limited. accompa ##Companies Recite CakeComponis Register à SummerNepower & pegi pantai pander smpanies Report 3. Liabilities or Contributions of Members The liability of the members is limited to any amount unpaid on the shares held by the members. *** #ampang 4. Share Capital and Initial Shareholdings (on the company's formation) #2 Calc egi Regi The total number of shares that the company proposes to issue ampung The total amount of share capital to be subscribed by the company's founder members Ima (1) The amount to be paid up or to be regarded as paid up Topic Regists (ii) The amount to remain unpaid or to be *****regarded as remaining unpaid 10,000 HKD 10,000 mpaktovke, HKD 10,000 Regis ownow привети mpenzadegidrHKD 0 pantes Cap Готриман Compute sired Company Recompenseerabezarpanie Registry & wpanierkega paticky Muftponics RepsiniexMegister outerRuivers and m CampRepair Compan extent the dumponcdextry Congo Wiiralt Compa Stompvw7dy & Compant Regindes & Sprigion Campancer Register & Compunica Region Add Companieskeygli, companies Rege opening Regii Content of Companies A CompanyDocument Ref. No.:70002228181 #pepSubmission Date:29/07/2021 Hentive Pegistr My 3 Campus Newsy 912CDenn Commenteregiert 4.4 = (Campanterkeyan, 2 fa tallamprimir, Resmine Ja = 1 wee A Companies Roger Companies Companies Registropane Repast Resubmission Date: Popeyes Companies Regiam & compuntes siste evnterkes FECHA Wwwvge,able,to,s,M,THE,COMPANIES,ORDINANCE,(,CHAPTER,622,),compte,Private,Company,Limited,by,Shares,ARTICLES,OF,ASSOCIATION,Kummaisie,Register,Registry,CompOF,存,案,Filed,conte,WCR,No.,3071886,Registro,Worth,Seen,Energy,Limited,22,Stunt,沃,興,能源,有限公司,Jigani,Regini,,,&,Re,#,002,diana,Campervanevadeste,Compare,Regis,perty,RegE,Companies,Rogers,dcompetentiae,Regis,C,#,Part,A,Mandatory,Articles,Computer,Comp,1.,Company,Name,The,name,of,the,company,is,",Worth,Seen,Energy,Limited,meetin,沃,興,能源,有限公司,”,Company,&,Comp,Company,Companies,Regine,99,Campus,ump,Companies,Register,amp,R,mpete,Region,Regolames,Recent,Company,P,&,panta18,2.,Members,',Liabilities,CareReg,pantastic,formin,Comp,The,liability,of,the,members,is,limited,.,accompa,##,Companies,Recite,CakeComponis,Register,à,SummerNepower,&,pegi,pantai,pander,smpanies,Report,3.,Liabilities,or,Contributions,of,Members,The,liability,of,the,members,is,limited,to,any,amount,unpaid,on,the,shares,held,by,the,members,.,***,#ampang,4.,Share,Capital,and,Initial,Shareholdings,(,on,the,company's,formation,),#,2,Calc,egi,Regi,The,total,number,of,shares,that,the,company,proposes,to,issue,ampung,The,total,amount,of,share,capital,to,be,subscribed,by,the,company's,founder,members,Ima,(,1,),The,amount,to,be,paid,up,or,to,be,regarded,as,paid,up,Topic,Regists,(,ii,),The,amount,to,remain,unpaid,or,to,be,*****,regarded,as,remaining,unpaid,10,000,HKD,10,000,mpaktovke,,,HKD,10,000,Regis,ownow,привети,mpenzadegidrHKD,0,pantes,Cap,Готриман,Compute,sired,Company,Recompenseerabezarpanie,Registry,&,wpanierkega,paticky,Muftponics,RepsiniexMegister,outerRuivers,and,m,CampRepair,Compan,extent,the,dumponcdextry,Congo,Wiiralt,Compa,Stompvw7dy,&,Compant,Regindes,&,Sprigion,Campancer,Register,&,Compunica,Region,Add,Companieskeygli,,,companies,Rege,opening,Regii,Content,of,Companies,A,CompanyDocument,Ref,.,No.:70002228181,#pepSubmission,Date,:,29/07/2021,Hentive,Pegistr,My,3,Campus,Newsy,912CDenn,Commenteregiert,4.4,=,(,Campanterkeyan,,,2,fa,tallamprimir,,,Resmine,Ja,=,1,wee,A,Companies,Roger,Companies,Companies,Registropane,Repast,Resubmission,Date,:,Popeyes,Companies,Regiam,&,compuntes,siste,evnterkes,FECHA,Wwwvge,#ompanie Reg of Shares Compunte Regist in Registri compuni The total number of shares in this class that the per company proposes to issue The total amount of share capital in this class to be cop cd subscribed by the company's founder members Ordinary 10,000 HKD 10,000 (i) The amount to be paid up or to be regarded HKD 10,000 as paid up www. Companies tegnies (ii) The amount to remain unpaid or to be @SlowvaWdyckelinria 35 regarded as remaining unpaid Mhz Radiat Romantiesegist Companies Recruit & 74 8'ompanied ***Space Register Regidy HKD 0 Companie Register Companies Rep gives #3 Re Campanie ReziWE, the undersigned, wish to form a company and wish to adopt the articles of association as attached, and I/we respectively agree to subscribe for the amount of share capital of the Company and Compto take the number of shares in the Company set opposite my/our respective name(s). evgisi E penName(s) of Founder Members Number of Share(s) and Total Amount of Share Capital V Chen, Sisi compon -25,000 Campen)Begiving Computies Registry Companies Reg Code 21 Happunto idegestry andre Ordinary shares HKD 5,000 tr Contantesfagure 2. ompared Liu, Jun 201 omnoj)js@urisfree Registry 5,000 Ordinary shares HKD 5,000 ItesRogical sompanive Registr Total: 10,000 Ordinary shares stay & T lewens.& pesh se on patiria Regrarnia, 74 HKD 10,000 * Key 小豆 compumppance Registrs Componi Registry Top Canonic/egistry & Companies trompetegangamiza Rigtips #campame Companzerfect water company more exispasteglites Co Regis panics Replace) St Componen yang sim pampante Reclairs & Componistening Companies Regia wanyag Tranzitegiarampa Resor Registers Completely poneregister. Copy Companii Reginampan #6 Campanie, Argent paraplumpouse-2-7 Concone Regis computer. Companiesheghittier Reginized NW puntegg,#ompanie,Reg,of,Shares,Compunte,Regist,in,Registri,compuni,The,total,number,of,shares,in,this,class,that,the,per,company,proposes,to,issue,The,total,amount,of,share,capital,in,this,class,to,be,cop,cd,subscribed,by,the,company's,founder,members,Ordinary,10,000,HKD,10,000,(,i,),The,amount,to,be,paid,up,or,to,be,regarded,HKD,10,000,as,paid,up,www,.,Companies,tegnies,(,ii,),The,amount,to,remain,unpaid,or,to,be,@SlowvaWdyckelinria,35,regarded,as,remaining,unpaid,Mhz,Radiat,Romantiesegist,Companies,Recruit,&,74,8'ompanied,***,Space,Register,Regidy,HKD,0,Companie,Register,Companies,Rep,gives,#,3,Re,Campanie,ReziWE,,,the,undersigned,,,wish,to,form,a,company,and,wish,to,adopt,the,articles,of,association,as,attached,,,and,I,/,we,respectively,agree,to,subscribe,for,the,amount,of,share,capital,of,the,Company,and,Compto,take,the,number,of,shares,in,the,Company,set,opposite,my,/,our,respective,name,(,s,),.,evgisi,E,penName,(,s,),of,Founder,Members,Number,of,Share,(,s,),and,Total,Amount,of,Share,Capital,V,Chen,,,Sisi,compon,-25,000,Campen,),Begiving,Computies,Registry,Companies,Reg,Code,21,Happunto,idegestry,andre,Ordinary,shares,HKD,5,000,tr,Contantesfagure,2,.,ompared,Liu,,,Jun,201,omnoj,),js,@,urisfree,Registry,5,000,Ordinary,shares,HKD,5,000,ItesRogical,sompanive,Registr,Total,:,10,000,Ordinary,shares,stay,&,T,lewens,.,&,pesh,se,on,patiria,Regrarnia,,,74,HKD,10,000,*,Key,小豆,compumppance,Registrs,Componi,Registry,Top,Canonic,/,egistry,&,Companies,trompetegangamiza,Rigtips,#campame,Companzerfect,water,company,more,exispasteglites,Co,Regis,panics,Replace,),St,Componen,yang,sim,pampante,Reclairs,&,Componistening,Companies,Regia,wanyag,Tranzitegiarampa,Resor,Registers,Completely,poneregister,.,Copy,Companii,Reginampan,#,6,Campanie,,,Argent,paraplumpouse,-,2-7,Concone,Regis,computer,.,Companiesheghittier,Reginized,NW,puntegg,14 RE tempo egister mit der Register Other Articles Companie Regi £ & Changar Revista TonganoxRegipanica Part 1 Companies Registry Companies Regar CompaRepanto Regis Cropinic RegionInterpretation &ampus Nealty & Cas ###ampamery & Campanie Reque Interpretation In these articles- Cowperimpante Regumpante Regist A Companies Registrat articles (()) means the articles of association of the company; Companie Resistor ompanion associated company (A) means- (a) a subsidiary of the company; (b) a holding company of the company; or Concancerfenistanasio Regiamperes #Compe 4. Begi (c) a subsidiary of such a holding company; Covers & CompanRegis distribution recipient (R) means, in relation to a share in respect of which a dividend or other sum is payable- (a) (a) comp(b) (c) the the holder of the share; if the share has 2 or more joint holders, whichever of them is named first in the register of members; or if the holder is no longer entitled to the share by reason of death or bankruptcy or otherwise Compan by operation of law, the transmittee; fully paid (E), in relation to a share, means the price at which the share was issued has been fully paid to the company: VER holder (), in relation to a share, means the person whose name is entered in the register of members as the holder of the share; < 20/457 mental incapacity (E) has the meaning given by section 2(1) of the Mental Health CompOrdinance (Cap. 136); Wermentally incapacitated person (7) means a person who is found under the MentalicsArginint Health Ordinance (Cap. 136) to be incapable, by reason of mental incapacity, of managing and Can administering his or her property and affairs; SIT www.b**Ordinance (()) means the Companies Ordinance (Cap. 622); Cancer paid (C) means paid or credited as paid; proxy notice (f) see article 43(1); register of my Condegistry Riga Compati panies Regis, & $1 er of members (2) means the register of members of the company; deme transmittee (A) means a person entitled to a share by reason of the death or bankruptcy of a Cennai Resta member or otherwise by operation of law. (2) Other words or expressions used in these articles have the same meaning as in the Ordinance as in force on the date these articles become binding on the company. (3) For the purposes of these articles, a document is authenticated if it is authenticated in any way in which section 828(5) or 829(3) of the Ordinance provides for documents or information to be Canonicis authenticated for the purposes of the Ordinance. (4) The articles set out in Schedule 2 of the Companies (Model Articles) Notice (Cap. 622H) do not apply to the company. Valente Part 2 Competentext) 2. mplex Company is private company Private Company s Megistrant to (1) The company is a private company and accordingly- EpicRegion& Component .explor (a) a member's right to transfer shares is restricted in the manner specified in this article; the number of members is limited to 50; and ampoule Rec(c) any invitation to the public to subscribe for any shares or debentures of the company is comp prohibited. (2) The directors may in their discretion refuse to register the transfer of a share. Campanegie (3) (3) In paragraph (1)(b)- In pa gemember (5) excludes― Companiesheg (a) a member who is an employee of the company; and ex Pet(b) a person who was a member while being an employee of the company and who continues to be a member after ceasing to be such an employee. purles (4) For the purposes of this article, 2 or more persons who hold shares in the company jointly are to puniceeixits be regarded as 1 member. Campki ReCapt Гаврастен Part 3 nies & Creponics Directors and Company Secretary g Division 1-Directors' Powers and Responsibilities 3.Directors' general authority v@@ £#£Componiowie, is Fy comm ) Subject to the Ordinance and these articles, the business and affairs of the company are str managed by the directors, who may exercise all the powers of the company. -3- Colgante feg Copan Regio companiesbezig Cumprotestimasiereisitantes into,14,RE,tempo,egister,mit,der,Register,Other,Articles,Companie,Regi,£,&,Changar,Revista,TonganoxRegipanica,Part,1,Companies,Registry,Companies,Regar,CompaRepanto,Regis,Cropinic,RegionInterpretation,&,ampus,Nealty,&,Cas,###,ampamery,&,Campanie,Reque,Interpretation,In,these,articles-,Cowperimpante,Regumpante,Regist,A,Companies,Registrat,articles,(,(,),),means,the,articles,of,association,of,the,company,;,Companie,Resistor,ompanion,associated,company,(,A,),means-,(,a,),a,subsidiary,of,the,company,;,(,b,),a,holding,company,of,the,company,;,or,Concancerfenistanasio,Regiamperes,#Compe,4,.,Begi,(,c,),a,subsidiary,of,such,a,holding,company,;,Covers,&,CompanRegis,distribution,recipient,(,R,),means,,,in,relation,to,a,share,in,respect,of,which,a,dividend,or,other,sum,is,payable-,(,a,),(,a,),comp,(,b,),(,c,),the,the,holder,of,the,share,;,if,the,share,has,2,or,more,joint,holders,,,whichever,of,them,is,named,first,in,the,register,of,members,;,or,if,the,holder,is,no,longer,entitled,to,the,share,by,reason,of,death,or,bankruptcy,or,otherwise,Compan,by,operation,of,law,,,the,transmittee,;,fully,paid,(,E,),,,in,relation,to,a,share,,,means,the,price,at,which,the,share,was,issued,has,been,fully,paid,to,the,company,:,VER,holder,(,),,,in,relation,to,a,share,,,means,the,person,whose,name,is,entered,in,the,register,of,members,as,the,holder,of,the,share,;,<,20/457,mental,incapacity,(,E,),has,the,meaning,given,by,section,2,(,1,),of,the,Mental,Health,CompOrdinance,(,Cap,.,136,),;,Wermentally,incapacitated,person,(,7,),means,a,person,who,is,found,under,the,MentalicsArginint,Health,Ordinance,(,Cap,.,136,),to,be,incapable,,,by,reason,of,mental,incapacity,,,of,managing,and,Can,administering,his,or,her,property,and,affairs,;,SIT,www.b,**,Ordinance,(,(,),),means,the,Companies,Ordinance,(,Cap,.,622,),;,Cancer,paid,(,C,),means,paid,or,credited,as,paid,;,proxy,notice,(,f,),see,article,43,(,1,),;,register,of,my,Condegistry,Riga,Compati,panies,Regis,,,&,$,1,er,of,members,(,2,),means,the,register,of,members,of,the,company,;,deme,transmittee,(,A,),means,a,person,entitled,to,a,share,by,reason,of,the,death,or,bankruptcy,of,a,Cennai,Resta,member,or,otherwise,by,operation,of,law,.,(,2,),Other,words,or,expressions,used,in,these,articles,have,the,same,meaning,as,in,the,Ordinance,as,in,force,on,the,date,these,articles,become,binding,on,the,company,.,(,3,),For,the,purposes,of,these,articles,,,a,document,is,authenticated,if,it,is,authenticated,in,any,way,in,which,section,828,(,5,),or,829,(,3,),of,the,Ordinance,provides,for,documents,or,information,to,be,Canonicis,authenticated,for,the,purposes,of,the,Ordinance,.,(,4,),The,articles,set,out,in,Schedule,2,of,the,Companies,(,Model,Articles,),Notice,(,Cap,.,622H,),do,not,apply,to,the,company,.,Valente,Part,2,Competentext,),2,.,mplex,Company,is,private,company,Private,Company,s,Megistrant,to,(,1,),The,company,is,a,private,company,and,accordingly-,EpicRegion,&,Component,.explor,(,a,),a,member's,right,to,transfer,shares,is,restricted,in,the,manner,specified,in,this,article,;,the,number,of,members,is,limited,to,50,;,and,ampoule,Rec,(,c,),any,invitation,to,the,public,to,subscribe,for,any,shares,or,debentures,of,the,company,is,comp,prohibited,.,(,2,),The,directors,may,in,their,discretion,refuse,to,register,the,transfer,of,a,share,.,Campanegie,(,3,),(,3,),In,paragraph,(,1,),(,b,),-,In,pa,gemember,(,5,),excludes―,Companiesheg,(,a,),a,member,who,is,an,employee,of,the,company,;,and,ex,Pet,(,b,),a,person,who,was,a,member,while,being,an,employee,of,the,company,and,who,continues,to,be,a,member,after,ceasing,to,be,such,an,employee,.,purles,(,4,),For,the,purposes,of,this,article,,,2,or,more,persons,who,hold,shares,in,the,company,jointly,are,to,puniceeixits,be,regarded,as,1,member,.,Campki,ReCapt,Гаврастен,Part,3,nies,&,Creponics,Directors,and,Company,Secretary,g,Division,1,-,Directors,',Powers,and,Responsibilities,3.Directors,',general,authority,v,@@,£,#,£,Componiowie,,,is,Fy,comm,),Subject,to,the,Ordinance,and,these,articles,,,the,business,and,affairs,of,the,company,are,str,managed,by,the,directors,,,who,may,exercise,all,the,powers,of,the,company,.,-3-,Colgante,feg,Copan,Regio,companiesbezig,Cumprotestimasiereisitantes,into,4. (1) egistry Compone Regentry alteration of these articles does not invalidate any prior act of the directors that would have een valid if the alteration had not been made. The powers given by this article are not limited by any other power given to the directors by these articles. A directors' meeting at which a quorum is present may exercise all powers exercisable by the directors. parse Members' reserve power 4#*Centcseg The members may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) The special resolution does not invalidate anything that the directors have done before the passing of the resolution. 5. Directors may delegate 4 Computegi (1) Subject to these articles, the directors may, if they think fit, delegate any of the powers that are conferred on them under these articles- (a) Companies Rect(b) Categiz (C) (d) Compact(e) to any person; of attorney); Comp by any means (including by powerpc Spirit paure Neg to any extent and without territorial limit; in relation to any matter, and on any terms and conditions. & Companies Requ skype. (2) If the directors so specify, the delegation may authorize further delegation of the directors' compowers by any person to whom they are delegated. (3) The directors may- Copy(a) revoke the delegation wholly or in part; or stampon Requests Stamping & (b) revoke or alter its terms and conditions. Regine Lomputes Repairs Ant ante Recapante 6. Computer Computer Division 2-Decision-taking by Directors Directors to take decision collectively (1) A decision of the directors may only be taken up. RINT(a) by a majority of the directors at a meeting; or Registry 19 20 (b) in accordance ce with article 7. the company only has 1 director; and (2) Paragraph (1) does not apply if (a) Reg (b) no provision of these articles requires it to have more than one director. (3) If paragraph (1) does not apply, the director may take decisions without regard to any of the Co provisions of these articles relating to directors' decision-taking. 7. Unanimous decisions &estion (1) A decision of the directors is taken in accordance with this article when all eligible directors findicate to each other (either directly or indirectly) by any means that they share a common view pon a matter. ompart (2) Such a decision may take the form of a resolution in writing, copies of which have been signed by ......M each eligible director or to which each eligible director has otherwise indicated agreement in Compwriting. (3) A reference in this article to eligible directors is a reference to directors who would have been part Stampante+Registr entitled to vote on the matter if it had been proposed as a resolution at a directors' meeting. ) Pompen PRIVIER (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at a directors' meeting. Etcmponics Regi Jump 28. Calling directors' meetings a (1) (2) # * * Compan Any director may call a directors' meeting by giving notice of the meeting to the directors or by companie Component authorizing the company secretary to give such notice. Notice of a directors' meeting must indicates Regalia. Companies (a) its proposed date and time; and nice company (3) Notice of a directors' meeting must be given to each director, but need not be in writing. mpers 9. (1) (b) where it is to take place. Participation in directors' meetings Subject to these articles, directors participate in a directors' meeting, or part of a directors' meeting, when- (a) the meeting has been called and takes place in accordance with these articles; and 2 & unis Registrumporiums compet-4- Company mesteriairy a Commun pamparie Rey Comp amp Compute,4,.,(,1,),egistry,Compone,Regentry,alteration,of,these,articles,does,not,invalidate,any,prior,act,of,the,directors,that,would,have,een,valid,if,the,alteration,had,not,been,made,.,The,powers,given,by,this,article,are,not,limited,by,any,other,power,given,to,the,directors,by,these,articles,.,A,directors,',meeting,at,which,a,quorum,is,present,may,exercise,all,powers,exercisable,by,the,directors,.,parse,Members,',reserve,power,4,#,*,Centcseg,The,members,may,,,by,special,resolution,,,direct,the,directors,to,take,,,or,refrain,from,taking,,,specified,action,.,(,2,),The,special,resolution,does,not,invalidate,anything,that,the,directors,have,done,before,the,passing,of,the,resolution,.,5,.,Directors,may,delegate,4,Computegi,(,1,),Subject,to,these,articles,,,the,directors,may,,,if,they,think,fit,,,delegate,any,of,the,powers,that,are,conferred,on,them,under,these,articles-,(,a,),Companies,Rect,(,b,),Categiz,(,C,),(,d,),Compact,(,e,),to,any,person,;,of,attorney,),;,Comp,by,any,means,(,including,by,powerpc,Spirit,paure,Neg,to,any,extent,and,without,territorial,limit,;,in,relation,to,any,matter,,,and,on,any,terms,and,conditions,.,&,Companies,Requ,skype,.,(,2,),If,the,directors,so,specify,,,the,delegation,may,authorize,further,delegation,of,the,directors,',compowers,by,any,person,to,whom,they,are,delegated,.,(,3,),The,directors,may-,Copy,(,a,),revoke,the,delegation,wholly,or,in,part,;,or,stampon,Requests,Stamping,&,(,b,),revoke,or,alter,its,terms,and,conditions,.,Regine,Lomputes,Repairs,Ant,ante,Recapante,6,.,Computer,Computer,Division,2,-,Decision,-,taking,by,Directors,Directors,to,take,decision,collectively,(,1,),A,decision,of,the,directors,may,only,be,taken,up,.,RINT,(,a,),by,a,majority,of,the,directors,at,a,meeting,;,or,Registry,19,20,(,b,),in,accordance,ce,with,article,7,.,the,company,only,has,1,director,;,and,(,2,),Paragraph,(,1,),does,not,apply,if,(,a,),Reg,(,b,),no,provision,of,these,articles,requires,it,to,have,more,than,one,director,.,(,3,),If,paragraph,(,1,),does,not,apply,,,the,director,may,take,decisions,without,regard,to,any,of,the,Co,provisions,of,these,articles,relating,to,directors,',decision,-,taking,.,7,.,Unanimous,decisions,&,estion,(,1,),A,decision,of,the,directors,is,taken,in,accordance,with,this,article,when,all,eligible,directors,findicate,to,each,other,(,either,directly,or,indirectly,),by,any,means,that,they,share,a,common,view,pon,a,matter,.,ompart,(,2,),Such,a,decision,may,take,the,form,of,a,resolution,in,writing,,,copies,of,which,have,been,signed,by,......,M,each,eligible,director,or,to,which,each,eligible,director,has,otherwise,indicated,agreement,in,Compwriting,.,(,3,),A,reference,in,this,article,to,eligible,directors,is,a,reference,to,directors,who,would,have,been,part,Stampante,+,Registr,entitled,to,vote,on,the,matter,if,it,had,been,proposed,as,a,resolution,at,a,directors,',meeting,.,),Pompen,PRIVIER,(,4,),A,decision,may,not,be,taken,in,accordance,with,this,article,if,the,eligible,directors,would,not,have,formed,a,quorum,at,a,directors,',meeting,.,Etcmponics,Regi,Jump,28,.,Calling,directors,',meetings,a,(,1,),(,2,),#,*,*,Compan,Any,director,may,call,a,directors,',meeting,by,giving,notice,of,the,meeting,to,the,directors,or,by,companie,Component,authorizing,the,company,secretary,to,give,such,notice,.,Notice,of,a,directors,',meeting,must,indicates,Regalia,.,Companies,(,a,),its,proposed,date,and,time,;,and,nice,company,(,3,),Notice,of,a,directors,',meeting,must,be,given,to,each,director,,,but,need,not,be,in,writing,.,mpers,9,.,(,1,),(,b,),where,it,is,to,take,place,.,Participation,in,directors,',meetings,Subject,to,these,articles,,,directors,participate,in,a,directors,',meeting,,,or,part,of,a,directors,',meeting,,,when-,(,a,),the,meeting,has,been,called,and,takes,place,in,accordance,with,these,articles,;,and,2,&,unis,Registrumporiums,compet,-,4-,Company,mesteriairy,a,Commun,pamparie,Rey,Comp,amp,Compute,Company Company Es 小 ト Omaoni, Registry, $2 # 40 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting. in determining whether directors are participating in a directors' meeting, it is irrelevant where a director is and how they communicate with each other. If all the directors participating in a directors' meeting are not in the same place, they may regard...omicsber the meeting as taking place wherever any one of them is. 10. Quorum for directors' meetings (1) At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting. (2) The quorum for directors' meetings may be fixed from time to time by a decision of the directors and unless otherwise fixed it is 2 unless there is a sole director, in which case the quorum is 1. 11. Meetings if total number of directors less than quorum Computin If the total number of directors for the time being is less than the quorum required for directors' meetings, the directors must not take any decision other than a decision- (a) to appoint further directors; or dance (b) to call a general meeting so as to enable the members to appoint further directors. 3 12. Chairing of directors' meetings (1) The directors may appoint a director to chair their meetings. (2) The person appointed for the time being is known as the chairperson. ()) The directors may terminate the appointment of the chairperson at any time. (4) If the chairperson is not participating in a directors' meeting within 10 minutes of the time at which it was to start or is unwilling to chair the meeting, the participating directors may appoint one of themselves to chair it. 13. Chairperson's casting vote at directors' meetings (1) If the numbers of votes for and against a proposal are equal, the chairperson or other director chairing the directors' meeting has a casting vote. obj Rel (2) Paragraph (1) does not apply if, in accordance with these articles, the chairperson or other director is not to be counted as participating in the decision-making process for quorum or voting game Registry & purposes.companies pante. Any (1) Conflicts of interest This article applies if- (a) a (b) #dex Comparing # a director is in any way (directly or indirectly) interested in a transaction, arrangement or contract with the company that is significant in relation to the company's business; and the director's interest is material. क Agent Registe (2) The director must declare the nature and extent of the director's interest to the other directors insomn accordance with section 536 of the Ordinance. Registon (3) The director must neither- RISTA MAEN pum (a) vote in respect of the transaction, arrangement or contract in which the director is so s interested; nor (b) be counted for quorum purposes in respect of the transaction, arrangement or contract. Storti (4) If the director contravenes paragraph (3)(a), the vote must not be counted. (5) Paragraph (3) does not apply to (a) an arrangement for giving a director any security or indemnity in respect of money lent by cele the director to or obligations undertaken by the director for the benefit of the company; (b) an arrangement for the company to give any security to a third party in respect of a debt or Compean Regelny obligation of the company for which the director has assumed responsibility wholly or in part under a guarantee or indemnity or by the deposit of a security; (c) Campanie Reginized #7 り an arrangement under which benefits are made available to employees and directors or former employees and directors of the company any or any of its subsidiaries, which do not provide special benefits for directors or former directors; or an arrangement to subscribe for or underwrite shares. pun Computer (d) (6) A reference in this article (except in paragraphs (5)(d) and (7)) to a transaction, arrangement or cop exportsgutes contract includes a proposed transaction, arrangement or contract. Conta (7) In this article- arrangement to subscribe for or underwrite shares (C) means— (a) (b) * Empane TERAZ ###Compu a subscription or proposed subscription for shares or other securities of the company; compart an agreement or proposed agreement to subscribe for shares or other securities of the company; or (c) an agreement or proposed agreement to underwrite any of those shares or securities. 5- Camp,Company,Company,Es,小,ト,Omaoni,,,Registry,,,$,2,#,40,they,can,each,communicate,to,the,others,any,information,or,opinions,they,have,on,any,particular,item,of,the,business,of,the,meeting,.,in,determining,whether,directors,are,participating,in,a,directors,',meeting,,,it,is,irrelevant,where,a,director,is,and,how,they,communicate,with,each,other,.,If,all,the,directors,participating,in,a,directors,',meeting,are,not,in,the,same,place,,,they,may,regard,...,omicsber,the,meeting,as,taking,place,wherever,any,one,of,them,is,.,10.,Quorum,for,directors,',meetings,(,1,),At,a,directors,',meeting,,,unless,a,quorum,is,participating,,,no,proposal,is,to,be,voted,on,,,except,a,proposal,to,call,another,meeting,.,(,2,),The,quorum,for,directors,',meetings,may,be,fixed,from,time,to,time,by,a,decision,of,the,directors,and,unless,otherwise,fixed,it,is,2,unless,there,is,a,sole,director,,,in,which,case,the,quorum,is,1,.,11.,Meetings,if,total,number,of,directors,less,than,quorum,Computin,If,the,total,number,of,directors,for,the,time,being,is,less,than,the,quorum,required,for,directors,',meetings,,,the,directors,must,not,take,any,decision,other,than,a,decision-,(,a,),to,appoint,further,directors,;,or,dance,(,b,),to,call,a,general,meeting,so,as,to,enable,the,members,to,appoint,further,directors,.,3,12.,Chairing,of,directors,',meetings,(,1,),The,directors,may,appoint,a,director,to,chair,their,meetings,.,(,2,),The,person,appointed,for,the,time,being,is,known,as,the,chairperson,.,(,),),The,directors,may,terminate,the,appointment,of,the,chairperson,at,any,time,.,(,4,),If,the,chairperson,is,not,participating,in,a,directors,',meeting,within,10,minutes,of,the,time,at,which,it,was,to,start,or,is,unwilling,to,chair,the,meeting,,,the,participating,directors,may,appoint,one,of,themselves,to,chair,it,.,13.,Chairperson's,casting,vote,at,directors,',meetings,(,1,),If,the,numbers,of,votes,for,and,against,a,proposal,are,equal,,,the,chairperson,or,other,director,chairing,the,directors,',meeting,has,a,casting,vote,.,obj,Rel,(,2,),Paragraph,(,1,),does,not,apply,if,,,in,accordance,with,these,articles,,,the,chairperson,or,other,director,is,not,to,be,counted,as,participating,in,the,decision,-,making,process,for,quorum,or,voting,game,Registry,&,purposes.companies,pante,.,Any,(,1,),Conflicts,of,interest,This,article,applies,if-,(,a,),a,(,b,),#dex,Comparing,#,a,director,is,in,any,way,(,directly,or,indirectly,),interested,in,a,transaction,,,arrangement,or,contract,with,the,company,that,is,significant,in,relation,to,the,company's,business,;,and,the,director's,interest,is,material,.,क,Agent,Registe,(,2,),The,director,must,declare,the,nature,and,extent,of,the,director's,interest,to,the,other,directors,insomn,accordance,with,section,536,of,the,Ordinance,.,Registon,(,3,),The,director,must,neither-,RISTA,MAEN,pum,(,a,),vote,in,respect,of,the,transaction,,,arrangement,or,contract,in,which,the,director,is,so,s,interested,;,nor,(,b,),be,counted,for,quorum,purposes,in,respect,of,the,transaction,,,arrangement,or,contract,.,Storti,(,4,),If,the,director,contravenes,paragraph,(,3,),(,a,),,,the,vote,must,not,be,counted,.,(,5,),Paragraph,(,3,),does,not,apply,to,(,a,),an,arrangement,for,giving,a,director,any,security,or,indemnity,in,respect,of,money,lent,by,cele,the,director,to,or,obligations,undertaken,by,the,director,for,the,benefit,of,the,company,;,(,b,),an,arrangement,for,the,company,to,give,any,security,to,a,third,party,in,respect,of,a,debt,or,Compean,Regelny,obligation,of,the,company,for,which,the,director,has,assumed,responsibility,wholly,or,in,part,under,a,guarantee,or,indemnity,or,by,the,deposit,of,a,security,;,(,c,),Campanie,Reginized,#,7,り,an,arrangement,under,which,benefits,are,made,available,to,employees,and,directors,or,former,employees,and,directors,of,the,company,any,or,any,of,its,subsidiaries,,,which,do,not,provide,special,benefits,for,directors,or,former,directors,;,or,an,arrangement,to,subscribe,for,or,underwrite,shares,.,pun,Computer,(,d,),(,6,),A,reference,in,this,article,(,except,in,paragraphs,(,5,),(,d,),and,(,7,),),to,a,transaction,,,arrangement,or,cop,exportsgutes,contract,includes,a,proposed,transaction,,,arrangement,or,contract,.,Conta,(,7,),In,this,article-,arrangement,to,subscribe,for,or,underwrite,shares,(,C,),means—,(,a,),(,b,),*,Empane,TERAZ,###,Compu,a,subscription,or,proposed,subscription,for,shares,or,other,securities,of,the,company,;,compart,an,agreement,or,proposed,agreement,to,subscribe,for,shares,or,other,securities,of,the,company,;,or,(,c,),an,agreement,or,proposed,agreement,to,underwrite,any,of,those,shares,or,securities,.,5-,Camp

(This is a new company authentication code, we will also send you confirmation of this code by post.) Please check attached document for Company Authentication Code, this code is also sent by post to the company's registered office address, normally sent within *5 working days. The Authentication Code is the electronic equivalent of a company officers signature. To access WebFiling and submit data both a password and authentication code are required. When you have both password and authentication code 1. Return to the WebFiling Welcome screen https://ewf.companieshouse.gov.uk/ and select 'CONTINUE'. 2. Enter your registered email address and password to sign in. 3. Enter the company number and Authentication Code to proceed. An up-to-date list of documents that can be filed via this service can be found on the WebFiling Sign in screen. All WebFiled documents are available to view / download for 10 days after their original submission by selecting 'My Recent Filings'. However it is not possible to view copies of accounts that were downloaded as templates. You can change or cancel your Company Authentication Code by selecting 'Company Registration Details'. Note If you submit information for more than one company you may choose to use the same code for all your companies, see HELP text for further information. Note: reference to company may also include Limited Liability Partnership(s). WebFiling Service Desk tel: +44 (0)303 1234 500 or email: [email protected] Thank you for visiting the Companies House Website - http://www.companieshouse.gov.uk Note: This email was sent from a notification-only email address which cannot accept incoming email. Please do not reply directly to this message.

---------- Forwarded message --------- From: John Carr <[email protected]> Date: Sun, May 16, 2021, 11:05 AM Subject: RE: reporting process for illegal and harmful content To: Seyyed Arash vakilian <[email protected]> I am very sorry for the delay in getting back to you. It was unavoidable as I needed to check with other people who were slow in getting back to me. *From:* Seyyed Arash vakilian <[email protected]> *Sent:* 06 May 2021 00:43 *To:* John Carr <[email protected]> *Subject:* reporting process for illegal and harmful content Hi John, Regarding establishing an easy and universal reporting system for illegal and harmful content on all platforms these are the procedure which have been proposed by the office of attorney general. The current reporting official form is written in legal language which most people can not understand correctly and every platform has its own reporting form. 1. Designing a unique and easy to understand form by the office of attorney general. Yes but, if you have not done so already, generally you would discuss this first with a wide cross-section of the companies and organizations that are going to be affected. Some companies and organizations may have existing systems which work well and achieve exactly the same result so there would be little to be gained by insisting they change their existing systems. Alternatively some companies’ and organizations’ setup might find it easier and less expensive to do things one way rather than another. In Australia when the Government simply told the companies what they had to do it ended in failure. 1. Embedding the reporting module including that unique form in every platform so that it is easy to find for every user fir example by common sign. Very important and must be applied to everybody. But there is a separate question about what you ask the companies to do to stop illegal content being uploaded and seen in the first place. 99% of all the illegal content found by Facebook and reported to the police/NCMEC was never seen by anybody except the person who tried to upload it. That is because Facebook itself runs systems to identity, remove and report the material before anybody can see it. 1. Check the reports by the platforms' experts. Do you mean you check them or someone in the Government or police or the companies check them? 3-1- If it is clear that the case is illegal or harmful then the platform will follow a notice and take down rule. Of course if the report has come from a member of the public.. But if it has come from the company they should not need to wait to receive a notice. They should remove it anyway. Immediately, while preserving all the evidence so the police can find out who did it. 3-2- If it is clear that the case is not illegal or harmful then the reports will be rejected. Yes. 3-3- If it is not clear that the case is legal or illegal the case will be sent for the office of attorney general. Who by? 1. Sending the log of all reports to the office of attorney general to be checked randomly. Random checking is a good idea but if the volume of reports are too large you need a system for prioritising cases. This is what all the police forces in the West now do. There are some requisites to implement the system correctly. 1- Training the platforms' experts to act correctly. 2- Informing users about this service. 3- Determining some criteria such as time of answer to reports by the platform. 3- Establishment and collaboration with supporting systems such as cyber police. 1. Intervention in cases where a crime may happen. Yes to all the above. 5-Providing "safe harbour <https://en.wikipedia.org/wiki/Safe_harbor_(law)>" condition for the platforms who participate in this activity. Usually this means the company or organization or its employees cannot be found guilty of a crime or suffer any other penalty if they made a good faith effort to detect illegal content. It is wrong to expect people to get these things right 100% of the time so it follows they should not suffer anu civil or criminal liability or penalty if they make an honest mistake or make an honest judgement that is just wrong. Can you please tell me your idea or send it to those who have experience in this field. Best regards, Seyyed

Investment Basics Explained with Types to Invest in By Adam Hayes Updated March 16, 2023 Reviewed by Michael J Boyle Fact checked by Pete Rathburn Investopedia / Nez Riaz What Is an Investment? An investment is an asset or item acquired with the goal of generating income or appreciation. Appreciation refers to an increase in the value of an asset over time. When an individual purchases a good as an investment, the intent is not to consume the good but rather to use it in the future to create wealth. An investment always concerns the outlay of some resource today (time, effort, money, or an asset) in hopes of a greater payoff in the future than what was originally put in. For example, an investor may purchase a monetary asset now with the idea that the asset will provide income in the future or will later be sold at a higher price for a profit. Key Takeaways • • • • An investment involves putting capital to use today in order to increase its value over time. An investment requires putting capital to work, in the form of time, money, effort, etc., in hopes of a greater payoff in the future than what was originally put in. An investment can refer to any medium or mechanism used for generating future income, including bonds, stocks, real estate property, or alternative investments. Investments usually do not come with guarantees of appreciation; it is possible to end up with less money than with what you started. Investments can be diversified to reduce risk, though this may reduce the amount of earning potential.,Investment,Basics,Explained,with,Types,to,Invest,in,By,Adam,Hayes,Updated,March,16,,,2023,Reviewed,by,Michael,J,Boyle,Fact,checked,by,Pete,Rathburn,Investopedia,/,Nez,Riaz,What,Is,an,Investment,?,An,investment,is,an,asset,or,item,acquired,with,the,goal,of,generating,income,or,appreciation,.,Appreciation,refers,to,an,increase,in,the,value,of,an,asset,over,time,.,When,an,individual,purchases,a,good,as,an,investment,,,the,intent,is,not,to,consume,the,good,but,rather,to,use,it,in,the,future,to,create,wealth,.,An,investment,always,concerns,the,outlay,of,some,resource,today,(,time,,,effort,,,money,,,or,an,asset,),in,hopes,of,a,greater,payoff,in,the,future,than,what,was,originally,put,in,.,For,example,,,an,investor,may,purchase,a,monetary,asset,now,with,the,idea,that,the,asset,will,provide,income,in,the,future,or,will,later,be,sold,at,a,higher,price,for,a,profit,.,Key,Takeaways,•,•,•,•,An,investment,involves,putting,capital,to,use,today,in,order,to,increase,its,value,over,time,.,An,investment,requires,putting,capital,to,work,,,in,the,form,of,time,,,money,,,effort,,,etc.,,,in,hopes,of,a,greater,payoff,in,the,future,than,what,was,originally,put,in,.,An,investment,can,refer,to,any,medium,or,mechanism,used,for,generating,future,income,,,including,bonds,,,stocks,,,real,estate,property,,,or,alternative,investments,.,Investments,usually,do,not,come,with,guarantees,of,appreciation,;,it,is,possible,to,end,up,with,less,money,than,with,what,you,started,.,Investments,can,be,diversified,to,reduce,risk,,,though,this,may,reduce,the,amount,of,earning,potential,.,Put your trading skills to the test with our FREE Stock Simulator. Compete with thousands of Investopedia traders and trade your way to the top! Submit trades in a virtual environment before you start risking your own money. Practice trading strategies so that when you're ready to enter the real market, you've had the practice you need. Try our Stock Simulator today >>,Put,your,trading,skills,to,the,test,with,our,FREE,Stock,Simulator,.,Compete,with,thousands,of,Investopedia,traders,and,trade,your,way,to,the,top,!,Submit,trades,in,a,virtual,environment,before,you,start,risking,your,own,money,.,Practice,trading,strategies,so,that,when,you're,ready,to,enter,the,real,market,,,you've,had,the,practice,you,need,.,Try,our,Stock,Simulator,today,>>,How an Investment Works The act of investing has the goal of generating income and increasing value over time. An investment can refer to any mechanism used for generating future income. This includes the purchase of bonds, stocks, or real estate property, among other examples. Additionally, purchasing a property that can be used to produce goods can be considered an investment. In general, any action that is taken in the hopes of raising future revenue can also be considered an investment. For example, when choosing to pursue additional education, the goal is often to increase knowledge and improve skills. The upfront investment of time attending class and money to pay for tuition will hopefully result in increased earnings over the student's career. Because investing is oriented toward the potential for future growth or income, there is always a certain level of risk associated with an investment. An investment may not generate any income, or may actually lose value over time. For example, a company you invest in may go bankrupt. Alternatively, the degree you investing time and money to obtain may not result in a strong job market in that field. An investment bank provides a variety of services to individuals and businesses, including many services that are designed to assist individuals and businesses in the process of increasing their wealth. Investment banking may also refer to a specific division of banking related to the creation of capital for other companies, governments, and other entities. Investment banks underwrite new debt and equity securities for all types of corporations, aid in the sale of securities, and help to facilitate mergers and acquisitions. Types of Investments There's arguably endless opportunities to invest; after all, upgrading the tires on your vehicle could be seen as an investment that enhances the usefulness and future value of the asset. Below are common types of investments in which people use to appreciate their capital. Stocks/Equities Stock Vs Share: Key Differences Definition: 'Stock' represents the holder's part-ownership in one or several companies. Meanwhile, 'share' refers to a single unit of ownership in a company. For example, if X has invested in stocks, it could mean that X has a portfolio of shares across different companies.,How,an,Investment,Works,The,act,of,investing,has,the,goal,of,generating,income,and,increasing,value,over,time,.,An,investment,can,refer,to,any,mechanism,used,for,generating,future,income,.,This,includes,the,purchase,of,bonds,,,stocks,,,or,real,estate,property,,,among,other,examples,.,Additionally,,,purchasing,a,property,that,can,be,used,to,produce,goods,can,be,considered,an,investment,.,In,general,,,any,action,that,is,taken,in,the,hopes,of,raising,future,revenue,can,also,be,considered,an,investment,.,For,example,,,when,choosing,to,pursue,additional,education,,,the,goal,is,often,to,increase,knowledge,and,improve,skills,.,The,upfront,investment,of,time,attending,class,and,money,to,pay,for,tuition,will,hopefully,result,in,increased,earnings,over,the,student's,career,.,Because,investing,is,oriented,toward,the,potential,for,future,growth,or,income,,,there,is,always,a,certain,level,of,risk,associated,with,an,investment,.,An,investment,may,not,generate,any,income,,,or,may,actually,lose,value,over,time,.,For,example,,,a,company,you,invest,in,may,go,bankrupt,.,Alternatively,,,the,degree,you,investing,time,and,money,to,obtain,may,not,result,in,a,strong,job,market,in,that,field,.,An,investment,bank,provides,a,variety,of,services,to,individuals,and,businesses,,,including,many,services,that,are,designed,to,assist,individuals,and,businesses,in,the,process,of,increasing,their,wealth,.,Investment,banking,may,also,refer,to,a,specific,division,of,banking,related,to,the,creation,of,capital,for,other,companies,,,governments,,,and,other,entities,.,Investment,banks,underwrite,new,debt,and,equity,securities,for,all,types,of,corporations,,,aid,in,the,sale,of,securities,,,and,help,to,facilitate,mergers,and,acquisitions,.,Types,of,Investments,There's,arguably,endless,opportunities,to,invest,;,after,all,,,upgrading,the,tires,on,your,vehicle,could,be,seen,as,an,investment,that,enhances,the,usefulness,and,future,value,of,the,asset,.,Below,are,common,types,of,investments,in,which,people,use,to,appreciate,their,capital,.,Stocks,/,Equities,Stock,Vs,Share,:,Key,Differences,Definition,:,',Stock,',represents,the,holder's,part,-,ownership,in,one,or,several,companies,.,Meanwhile,,,',share,',refers,to,a,single,unit,of,ownership,in,a,company,.,For,example,,,if,X,has,invested,in,stocks,,,it,could,mean,that,X,has,a,portfolio,of,shares,across,different,companies,.,A share of stock is a piece of ownership of a public or private company. By owning stock, the investor may be entitled to dividend distributions generated from the net profit of the company. As the company becomes more successful and other investors seek to buy that company's stock, it's value can also appreciate and be sold for capital gains. The two primary types of stocks to invest in are: common stock and preferred stock. Common stock often includes voting right and participation eligibility in certain matters. Preferred stock often have first claim to dividends and must be paid before common shareholders. In addition, stocks are often classified as being either growth or value investments. Investments in growth stocks is the strategy of investing in a company while it is small and before it achieves market success. Investment in value stocks is the strategy of investing in a more established company whose stock price may not appropriate value the company. Bonds/Fixed-Income Securities A bond is an investment that often demands an upfront investment, then pays a reoccurring amount over the life of the bond. Then, when the bond matures, the investor receives the capital invested into the bond back. Similar to debt, bond investments are a mechanism for certain entities to raise money. Many government entities and companies issue bonds; then, investors can contribute capital to earn a yield. The reoccurring payment awarded to bondholders is called a coupon payment. Because the coupon payment on a bond investment is usually fixed, the price of a bond will often fluctuate to change the bond's yield. For example, a bond paying 5% will become cheaper to buy if there are market opportunities to earn 6%; by falling in price, the bond will naturally earn a higher yield. Many investments can be leveraged for higher returns (or higher losses) through derivative products. It's often recommended that investors not handle derivatives unless they are aware of the high risk involved. Index Funds and Mutual Funds Instead of selecting each individual company to invest in, index funds, mutual funds, and other types of funds often aggregate specific investments to craft one investment vehicle. For example, an investor can buy shares of a single mutual,A,share,of,stock,is,a,piece,of,ownership,of,a,public,or,private,company,.,By,owning,stock,,,the,investor,may,be,entitled,to,dividend,distributions,generated,from,the,net,profit,of,the,company,.,As,the,company,becomes,more,successful,and,other,investors,seek,to,buy,that,company's,stock,,,it's,value,can,also,appreciate,and,be,sold,for,capital,gains,.,The,two,primary,types,of,stocks,to,invest,in,are,:,common,stock,and,preferred,stock,.,Common,stock,often,includes,voting,right,and,participation,eligibility,in,certain,matters,.,Preferred,stock,often,have,first,claim,to,dividends,and,must,be,paid,before,common,shareholders,.,In,addition,,,stocks,are,often,classified,as,being,either,growth,or,value,investments,.,Investments,in,growth,stocks,is,the,strategy,of,investing,in,a,company,while,it,is,small,and,before,it,achieves,market,success,.,Investment,in,value,stocks,is,the,strategy,of,investing,in,a,more,established,company,whose,stock,price,may,not,appropriate,value,the,company,.,Bonds,/,Fixed,-,Income,Securities,A,bond,is,an,investment,that,often,demands,an,upfront,investment,,,then,pays,a,reoccurring,amount,over,the,life,of,the,bond,.,Then,,,when,the,bond,matures,,,the,investor,receives,the,capital,invested,into,the,bond,back,.,Similar,to,debt,,,bond,investments,are,a,mechanism,for,certain,entities,to,raise,money,.,Many,government,entities,and,companies,issue,bonds,;,then,,,investors,can,contribute,capital,to,earn,a,yield,.,The,reoccurring,payment,awarded,to,bondholders,is,called,a,coupon,payment,.,Because,the,coupon,payment,on,a,bond,investment,is,usually,fixed,,,the,price,of,a,bond,will,often,fluctuate,to,change,the,bond's,yield,.,For,example,,,a,bond,paying,5,%,will,become,cheaper,to,buy,if,there,are,market,opportunities,to,earn,6,%,;,by,falling,in,price,,,the,bond,will,naturally,earn,a,higher,yield,.,Many,investments,can,be,leveraged,for,higher,returns,(,or,higher,losses,),through,derivative,products,.,It's,often,recommended,that,investors,not,handle,derivatives,unless,they,are,aware,of,the,high,risk,involved,.,Index,Funds,and,Mutual,Funds,Instead,of,selecting,each,individual,company,to,invest,in,,,index,funds,,,mutual,funds,,,and,other,types,of,funds,often,aggregate,specific,investments,to,craft,one,investment,vehicle,.,For,example,,,an,investor,can,buy,shares,of,a,single,mutual,fund that holds ownership of small cap, emerging market companies instead of having to research and select each company on its own. Mutual funds are actively managed by a firm, while index funds are often passively-managed. This means that the investment professionals overseeing the mutual fund is trying to beat a specific benchmark, while index funds often attempt to simply copy or imitate a benchmark. For this reason, mutual funds may be a more expense fund to invest in compared to more passive-style funds. Real Estate Real estate investments are often broadly defined as investments in physical, tangible spaces that can be utilized. Land can be built on, office buildings can be occupied, warehouses can store inventory, and residential properties can house families. Real estate investments may encompass acquiring sites, developing sites for specific uses, or purchasing ready-to-occupy operating sites. In some contexts, real estate may broadly encompass certain types of investments that may yield commodities. For example, an investor can invest in farmland; in addition to reaping the reward of land value appreciation, the investment earns a return based on the crop yield and operating income. Commodities Commodities are often raw materials such as agriculture, energy, or metals. Investors can choose to invest in actual tangible commodities (i.e. owning a bar of gold) or can choose alternative investment products that represent digital ownership (i.e. a gold ETF). Gold ETFs are commodity funds that trade like stocks and have become a very popular form of investment. Although they are made up of assets that are backed by gold, investors don't actually own the physical commodity. Instead, they own small quantities of gold-related assets, providing more diversity in their portfolio. Commodities can be an investment because they are often used as inputs to society. Consider oil, gas, or other forms of energy. During periods of economic growth, companies often have greater energy needs to ship more products or manufacture additional goods. In addition, consumers may have greater demand for energy due to travel. In this example, the price of commodities fluctuates and may yield a profit for an investor. Cryptocurrency,fund,that,holds,ownership,of,small,cap,,,emerging,market,companies,instead,of,having,to,research,and,select,each,company,on,its,own,.,Mutual,funds,are,actively,managed,by,a,firm,,,while,index,funds,are,often,passively,-,managed,.,This,means,that,the,investment,professionals,overseeing,the,mutual,fund,is,trying,to,beat,a,specific,benchmark,,,while,index,funds,often,attempt,to,simply,copy,or,imitate,a,benchmark,.,For,this,reason,,,mutual,funds,may,be,a,more,expense,fund,to,invest,in,compared,to,more,passive,-,style,funds,.,Real,Estate,Real,estate,investments,are,often,broadly,defined,as,investments,in,physical,,,tangible,spaces,that,can,be,utilized,.,Land,can,be,built,on,,,office,buildings,can,be,occupied,,,warehouses,can,store,inventory,,,and,residential,properties,can,house,families,.,Real,estate,investments,may,encompass,acquiring,sites,,,developing,sites,for,specific,uses,,,or,purchasing,ready,-,to,-,occupy,operating,sites,.,In,some,contexts,,,real,estate,may,broadly,encompass,certain,types,of,investments,that,may,yield,commodities,.,For,example,,,an,investor,can,invest,in,farmland,;,in,addition,to,reaping,the,reward,of,land,value,appreciation,,,the,investment,earns,a,return,based,on,the,crop,yield,and,operating,income,.,Commodities,Commodities,are,often,raw,materials,such,as,agriculture,,,energy,,,or,metals,.,Investors,can,choose,to,invest,in,actual,tangible,commodities,(,i.e.,owning,a,bar,of,gold,),or,can,choose,alternative,investment,products,that,represent,digital,ownership,(,i.e.,a,gold,ETF,),.,Gold,ETFs,are,commodity,funds,that,trade,like,stocks,and,have,become,a,very,popular,form,of,investment,.,Although,they,are,made,up,of,assets,that,are,backed,by,gold,,,investors,don't,actually,own,the,physical,commodity,.,Instead,,,they,own,small,quantities,of,gold,-,related,assets,,,providing,more,diversity,in,their,portfolio,.,Commodities,can,be,an,investment,because,they,are,often,used,as,inputs,to,society,.,Consider,oil,,,gas,,,or,other,forms,of,energy,.,During,periods,of,economic,growth,,,companies,often,have,greater,energy,needs,to,ship,more,products,or,manufacture,additional,goods,.,In,addition,,,consumers,may,have,greater,demand,for,energy,due,to,travel,.,In,this,example,,,the,price,of,commodities,fluctuates,and,may,yield,a,profit,for,an,investor,.,Cryptocurrency,Cryptocurrency is a blockchain-based currency used to transact or hold digital value. Cryptocurrency companies can issue coins or tokens that may appreciate in value. These tokens can be used to transact with or pay fees to transact using specific networks. In addition to capital appreciation, cryptocurrency can be staked on a blockchain. This means that when investors agree to lock their tokens on a network to help validate transactions, these investors will be rewarded with additional tokens. In addition, cryptocurrency has given rise to decentralized finance, a digital branch of finance that enables users to loan, leverage, or alternatively utilize currency. Collectibles A less traditional form of investing, collecting or purchasing collectibles involves acquiring rare items in anticipation of those items becoming in higher demand. Ranging from sports memorabilia to comic books, these physical items often require substantial physical preservation especially considering that older items usually carry higher value. The concept behind collectibles is no different than other forms of investing such as equities. Both predict that the popularity of something will increase in the future. For example, a current artist may not be popular but changes in global trends, styles, and market interest. However, their art may become more valuable in time should the general population take a stronger interest in their work. An investment (i.e. stocks or bonds) is overseen at a financial institution (i.e. a broker). In addition, there are different vehicles (i.e an IRA) that hold the investments. As you start investing, you'll need to figure out what you want for both. How to Start Investing There are many different avenues one can take when learning how to invest or where to start when putting money aside. Here are some tips for getting started in investing: Do your own research. A common phrase used in the investing industry, it is important for investors to understand the vehicles they are putting their money into. Whether it is a single share of a well-established company or a risky alternative investment endeavor, investors should do,Cryptocurrency,is,a,blockchain,-,based,currency,used,to,transact,or,hold,digital,value,.,Cryptocurrency,companies,can,issue,coins,or,tokens,that,may,appreciate,in,value,.,These,tokens,can,be,used,to,transact,with,or,pay,fees,to,transact,using,specific,networks,.,In,addition,to,capital,appreciation,,,cryptocurrency,can,be,staked,on,a,blockchain,.,This,means,that,when,investors,agree,to,lock,their,tokens,on,a,network,to,help,validate,transactions,,,these,investors,will,be,rewarded,with,additional,tokens,.,In,addition,,,cryptocurrency,has,given,rise,to,decentralized,finance,,,a,digital,branch,of,finance,that,enables,users,to,loan,,,leverage,,,or,alternatively,utilize,currency,.,Collectibles,A,less,traditional,form,of,investing,,,collecting,or,purchasing,collectibles,involves,acquiring,rare,items,in,anticipation,of,those,items,becoming,in,higher,demand,.,Ranging,from,sports,memorabilia,to,comic,books,,,these,physical,items,often,require,substantial,physical,preservation,especially,considering,that,older,items,usually,carry,higher,value,.,The,concept,behind,collectibles,is,no,different,than,other,forms,of,investing,such,as,equities,.,Both,predict,that,the,popularity,of,something,will,increase,in,the,future,.,For,example,,,a,current,artist,may,not,be,popular,but,changes,in,global,trends,,,styles,,,and,market,interest,.,However,,,their,art,may,become,more,valuable,in,time,should,the,general,population,take,a,stronger,interest,in,their,work,.,An,investment,(,i.e.,stocks,or,bonds,),is,overseen,at,a,financial,institution,(,i.e.,a,broker,),.,In,addition,,,there,are,different,vehicles,(,i.e,an,IRA,),that,hold,the,investments,.,As,you,start,investing,,,you'll,need,to,figure,out,what,you,want,for,both,.,How,to,Start,Investing,There,are,many,different,avenues,one,can,take,when,learning,how,to,invest,or,where,to,start,when,putting,money,aside,.,Here,are,some,tips,for,getting,started,in,investing,:,Do,your,own,research,.,A,common,phrase,used,in,the,investing,industry,,,it,is,important,for,investors,to,understand,the,vehicles,they,are,putting,their,money,into,.,Whether,it,is,a,single,share,of,a,well,-,established,company,or,a,risky,alternative,investment,endeavor,,,investors,should,do,their homework in advance as opposed to relying on third-party (and often biased) advice. Establish a personal spending plan. Before investing, individuals should consider their ability to put money away. This includes ensuring they have enough capital to pay monthly expenses and have already built up an emergency fund. As enticing as investing can be, individuals should be mindful to meet their daily life obligations first. Understand liquidity restrictions. Some investors may be less liquid than others, meaning it may be more difficult to sell. In some cases, an investment may be locked for a certain period and cannot be liquidated. Though not necessary fine print, it's important to understand whether certain investments can be bought or sold at any time. Research tax implications. On a similar note, though an investment can be bought or sold at any time, it may be tax-adverse to do so. With unfavorable short-term capital gains tax rates, investors should be mindful of strategies that extend beyond what product they hold but what tax vehicle they put that investment in. Gauge your risk preference. As mentioned earlier, investing incurs risk. This means you may end up with less money than what you started with. Investors uncomfortable with this idea can (1) reduce the amount they invest to only what they are comfortable losing or (2) explore ways to mitigate risk. Consult an adviser. Many financial professionals would be happy to provide their guidance, let you know what they think about markets, and give you access to online platforms where you can invest money. Return on Investment The primary way to gauge the success of an investment is to calculate the return on investment (ROI). ROI is measured as: ROI = (Current Value of Investment - Original Value of Investment) / Original Value of Investment ROI allows different investments across different industries to be appropriately compared. For example, consider two investments: a $1,000 investment in stock that increased to $1,100 over the past year, or a $150,000 investment in real estate that is now worth $160,000. = Stock ROI ($1,100 - $1,000) / $1,000 = $100 / $1,000 = 10% Real Estate ROI = ($160,000 - $150,000) / $150,000 = $10,000 / $150,000 = 6.67%,their,homework,in,advance,as,opposed,to,relying,on,third,-,party,(,and,often,biased,),advice,.,Establish,a,personal,spending,plan,.,Before,investing,,,individuals,should,consider,their,ability,to,put,money,away,.,This,includes,ensuring,they,have,enough,capital,to,pay,monthly,expenses,and,have,already,built,up,an,emergency,fund,.,As,enticing,as,investing,can,be,,,individuals,should,be,mindful,to,meet,their,daily,life,obligations,first,.,Understand,liquidity,restrictions,.,Some,investors,may,be,less,liquid,than,others,,,meaning,it,may,be,more,difficult,to,sell,.,In,some,cases,,,an,investment,may,be,locked,for,a,certain,period,and,cannot,be,liquidated,.,Though,not,necessary,fine,print,,,it's,important,to,understand,whether,certain,investments,can,be,bought,or,sold,at,any,time,.,Research,tax,implications,.,On,a,similar,note,,,though,an,investment,can,be,bought,or,sold,at,any,time,,,it,may,be,tax,-,adverse,to,do,so,.,With,unfavorable,short,-,term,capital,gains,tax,rates,,,investors,should,be,mindful,of,strategies,that,extend,beyond,what,product,they,hold,but,what,tax,vehicle,they,put,that,investment,in,.,Gauge,your,risk,preference,.,As,mentioned,earlier,,,investing,incurs,risk,.,This,means,you,may,end,up,with,less,money,than,what,you,started,with,.,Investors,uncomfortable,with,this,idea,can,(,1,),reduce,the,amount,they,invest,to,only,what,they,are,comfortable,losing,or,(,2,),explore,ways,to,mitigate,risk,.,Consult,an,adviser,.,Many,financial,professionals,would,be,happy,to,provide,their,guidance,,,let,you,know,what,they,think,about,markets,,,and,give,you,access,to,online,platforms,where,you,can,invest,money,.,Return,on,Investment,The,primary,way,to,gauge,the,success,of,an,investment,is,to,calculate,the,return,on,investment,(,ROI,),.,ROI,is,measured,as,:,ROI,=,(,Current,Value,of,Investment,-,Original,Value,of,Investment,),/,Original,Value,of,Investment,ROI,allows,different,investments,across,different,industries,to,be,appropriately,compared,.,For,example,,,consider,two,investments,:,a,$,1,000,investment,in,stock,that,increased,to,$,1,100,over,the,past,year,,,or,a,$,150,000,investment,in,real,estate,that,is,now,worth,$,160,000,.,=,Stock,ROI,(,$,1,100,-,$,1,000,),/,$,1,000,=,$,100,/,$,1,000,=,10,%,Real,Estate,ROI,=,(,$,160,000,-,$,150,000,),/,$,150,000,=,$,10,000,/,$,150,000,=,6.67,%,Though the real estate investment has increased in value $10,000, many would claim that the stock investment has outperformed the real estate investment. This is because every dollar invested in the stock gained more money than every dollar invested in real estate. ROI isn't everything; consider an investment that earns a stead 10% ROI each year compared to a second investment that has an equal chance of earning 25% or losing 25%. For some, stable earnings outpace higher earning investment potential. Investments and Risk In its simplest form, investment return and risk should have a positive correlation. If an investment carries high risk, it should be accompanied by higher returns. If an investment is safer, it will often have lower returns. When making investment decisions, investors must gauge their risk appetite. Every investor will be different, as some may be willing to risk the loss of principle in exchange for the chance at greater profits. Alternatively, extremely risk-averse investors seek only the safest vehicles where their investment will only consistently (but slowly) grow. Investments and risk are often strongly related to prevailing conditions in the investor's life. As an investor approaches retirement, they will no longer have stable, ongoing income. For this reason, people usually choose safer investments towards the end of their working career. On the other hand, a young professional can often bear the burden of losing money as they have their entire career to make that capital back. For this reason, younger investors are often more likely to invest in riskier investments. Investments and Diversification One way investors can reduce portfolio risk is to have a broad range of what they are invested in. By holding different products or securities, an investor may not lose as much money as they are not fully exposed in any one way. The concept of diversification was born from modern portfolio theory, the idea that holding both equities and bonds will positively impact the risk-adjusted rate of return in a portfolio. The argument is holding strictly equities may maximize returns but also maximizes volatility. Pairing it with a more stable investment with lower returns will decrease the risk an investor incurs. Investing vs. Speculation,Though,the,real,estate,investment,has,increased,in,value,$,10,000,,,many,would,claim,that,the,stock,investment,has,outperformed,the,real,estate,investment,.,This,is,because,every,dollar,invested,in,the,stock,gained,more,money,than,every,dollar,invested,in,real,estate,.,ROI,isn't,everything,;,consider,an,investment,that,earns,a,stead,10,%,ROI,each,year,compared,to,a,second,investment,that,has,an,equal,chance,of,earning,25,%,or,losing,25,%,.,For,some,,,stable,earnings,outpace,higher,earning,investment,potential,.,Investments,and,Risk,In,its,simplest,form,,,investment,return,and,risk,should,have,a,positive,correlation,.,If,an,investment,carries,high,risk,,,it,should,be,accompanied,by,higher,returns,.,If,an,investment,is,safer,,,it,will,often,have,lower,returns,.,When,making,investment,decisions,,,investors,must,gauge,their,risk,appetite,.,Every,investor,will,be,different,,,as,some,may,be,willing,to,risk,the,loss,of,principle,in,exchange,for,the,chance,at,greater,profits,.,Alternatively,,,extremely,risk,-,averse,investors,seek,only,the,safest,vehicles,where,their,investment,will,only,consistently,(,but,slowly,),grow,.,Investments,and,risk,are,often,strongly,related,to,prevailing,conditions,in,the,investor's,life,.,As,an,investor,approaches,retirement,,,they,will,no,longer,have,stable,,,ongoing,income,.,For,this,reason,,,people,usually,choose,safer,investments,towards,the,end,of,their,working,career,.,On,the,other,hand,,,a,young,professional,can,often,bear,the,burden,of,losing,money,as,they,have,their,entire,career,to,make,that,capital,back,.,For,this,reason,,,younger,investors,are,often,more,likely,to,invest,in,riskier,investments,.,Investments,and,Diversification,One,way,investors,can,reduce,portfolio,risk,is,to,have,a,broad,range,of,what,they,are,invested,in,.,By,holding,different,products,or,securities,,,an,investor,may,not,lose,as,much,money,as,they,are,not,fully,exposed,in,any,one,way,.,The,concept,of,diversification,was,born,from,modern,portfolio,theory,,,the,idea,that,holding,both,equities,and,bonds,will,positively,impact,the,risk,-,adjusted,rate,of,return,in,a,portfolio,.,The,argument,is,holding,strictly,equities,may,maximize,returns,but,also,maximizes,volatility,.,Pairing,it,with,a,more,stable,investment,with,lower,returns,will,decrease,the,risk,an,investor,incurs,.,Investing,vs.,Speculation,Speculation is a distinct activity from investing. Investing involves the purchase of assets with the intent of holding them for the long term, while speculation involves attempting to capitalize on market inefficiencies for short-term profit. Ownership is generally not a goal of speculators, while investors often look to build the number of assets in their portfolios over time. Although speculators are often making informed decisions, speculation cannot usually be categorized as traditional investing. Speculation is generally considered a higher risk activity than traditional investing (although this can vary depending on the type of investment involved). Some experts compare speculation to gambling, but the veracity of this analogy may be a matter of personal opinion. Investing vs. Saving Saving is accumulating money for future use and entails no risk, whereas investment is the act of leveraging money for a potential future gain and it entails some risk. Though both have the intention of having more capital available in the future, each go about growing in a very different way. One aspect this is most transparent is the process of saving for a down payment on a home. Many advisors will suggest parking cash in a safer investment vehicle when saving for an important major purchase. Because investing incurs a higher degree of risk, an individual must compare what implications of loss of principle would be to their future plans. Saving and investing are often intertwined because each may have a stated yield or rate of return. Another primary difference is the federal insurance coverage on certain accounts. The FDIC offers insurance coverage for bank accounts balances up to $250,000; this type of financial guarantee is often not present in investing. How Is an Investment Different From a Bet or Gamble? In an investment, you are providing some individual or entity with funds to be put to work growing a business, starting new projects, or maintaining day-to- day revenue generation. Investments, while they can be risky, have a positive expected return. Gambles, on the other hand, are based on chance and not putting money to work. Gambles are highly risky and also have a negative expected return in most cases (e.g., at a casino).,Speculation,is,a,distinct,activity,from,investing,.,Investing,involves,the,purchase,of,assets,with,the,intent,of,holding,them,for,the,long,term,,,while,speculation,involves,attempting,to,capitalize,on,market,inefficiencies,for,short,-,term,profit,.,Ownership,is,generally,not,a,goal,of,speculators,,,while,investors,often,look,to,build,the,number,of,assets,in,their,portfolios,over,time,.,Although,speculators,are,often,making,informed,decisions,,,speculation,cannot,usually,be,categorized,as,traditional,investing,.,Speculation,is,generally,considered,a,higher,risk,activity,than,traditional,investing,(,although,this,can,vary,depending,on,the,type,of,investment,involved,),.,Some,experts,compare,speculation,to,gambling,,,but,the,veracity,of,this,analogy,may,be,a,matter,of,personal,opinion,.,Investing,vs.,Saving,Saving,is,accumulating,money,for,future,use,and,entails,no,risk,,,whereas,investment,is,the,act,of,leveraging,money,for,a,potential,future,gain,and,it,entails,some,risk,.,Though,both,have,the,intention,of,having,more,capital,available,in,the,future,,,each,go,about,growing,in,a,very,different,way,.,One,aspect,this,is,most,transparent,is,the,process,of,saving,for,a,down,payment,on,a,home,.,Many,advisors,will,suggest,parking,cash,in,a,safer,investment,vehicle,when,saving,for,an,important,major,purchase,.,Because,investing,incurs,a,higher,degree,of,risk,,,an,individual,must,compare,what,implications,of,loss,of,principle,would,be,to,their,future,plans,.,Saving,and,investing,are,often,intertwined,because,each,may,have,a,stated,yield,or,rate,of,return,.,Another,primary,difference,is,the,federal,insurance,coverage,on,certain,accounts,.,The,FDIC,offers,insurance,coverage,for,bank,accounts,balances,up,to,$,250,000,;,this,type,of,financial,guarantee,is,often,not,present,in,investing,.,How,Is,an,Investment,Different,From,a,Bet,or,Gamble,?,In,an,investment,,,you,are,providing,some,individual,or,entity,with,funds,to,be,put,to,work,growing,a,business,,,starting,new,projects,,,or,maintaining,day,-,to-,day,revenue,generation,.,Investments,,,while,they,can,be,risky,,,have,a,positive,expected,return,.,Gambles,,,on,the,other,hand,,,are,based,on,chance,and,not,putting,money,to,work,.,Gambles,are,highly,risky,and,also,have,a,negative,expected,return,in,most,cases,(,e.g.,,,at,a,casino,),.,Is Investment the Same As Speculation? Not really. An investment is typically a long-term commitment, where the payoff from putting that money to work can take several years. Investments are typically made only after due diligence and proper analysis have been undertaken to understand the risks and benefits that could unfold. Speculation, on the other hand, is a pure directional bet on the price of something, and often for the short-term. What Are Some Types of Investments I Can Make? Most ordinary individuals can easily make investments in stocks, bonds, and CDs. With stocks, you are investing in the equity of a company, which means you invest in some residual claim to a company's future profit flows and often gain voting rights (based on the number of shares owned) to give your voice to the direction of the company. Bonds and CDs are debt investments, where the borrower puts that money to use in a pursuit that is expected to bring in cash flows greater than the interest owed to the investors. Why Invest When You Can Save Money With Zero Risk? As mentioned, investing is putting money to work in order to grow it. When you invest in stocks or bonds, you are putting that capital to work under the supervision of a firm and its management team. Although there is some risk, that risk is rewarded with a positive expected return in the form of capital gains and/or dividend & interest flows. Cash, on the other hand, will not grow, and may very well lose buying power over time due to inflation. Put simply, without investment, companies would not be able to raise the capital needed to grow the economy. The Bottom Line An investment is a plan to put money to work today in hopes of obtaining a greater amount of money in the future. Though that plan may not always work out and investments can lose money, it is also the primary way people save for major purchases or retirement. Ranging from stocks, bonds, real estate, commodities, and modern alternative investments, the digital age has brought about easy, transparent, and fast methods of investing money. Compete Risk Free with $100,000 in Virtual Cash,Is,Investment,the,Same,As,Speculation,?,Not,really,.,An,investment,is,typically,a,long,-,term,commitment,,,where,the,payoff,from,putting,that,money,to,work,can,take,several,years,.,Investments,are,typically,made,only,after,due,diligence,and,proper,analysis,have,been,undertaken,to,understand,the,risks,and,benefits,that,could,unfold,.,Speculation,,,on,the,other,hand,,,is,a,pure,directional,bet,on,the,price,of,something,,,and,often,for,the,short,-,term,.,What,Are,Some,Types,of,Investments,I,Can,Make,?,Most,ordinary,individuals,can,easily,make,investments,in,stocks,,,bonds,,,and,CDs,.,With,stocks,,,you,are,investing,in,the,equity,of,a,company,,,which,means,you,invest,in,some,residual,claim,to,a,company's,future,profit,flows,and,often,gain,voting,rights,(,based,on,the,number,of,shares,owned,),to,give,your,voice,to,the,direction,of,the,company,.,Bonds,and,CDs,are,debt,investments,,,where,the,borrower,puts,that,money,to,use,in,a,pursuit,that,is,expected,to,bring,in,cash,flows,greater,than,the,interest,owed,to,the,investors,.,Why,Invest,When,You,Can,Save,Money,With,Zero,Risk,?,As,mentioned,,,investing,is,putting,money,to,work,in,order,to,grow,it,.,When,you,invest,in,stocks,or,bonds,,,you,are,putting,that,capital,to,work,under,the,supervision,of,a,firm,and,its,management,team,.,Although,there,is,some,risk,,,that,risk,is,rewarded,with,a,positive,expected,return,in,the,form,of,capital,gains,and,/,or,dividend,&,interest,flows,.,Cash,,,on,the,other,hand,,,will,not,grow,,,and,may,very,well,lose,buying,power,over,time,due,to,inflation,.,Put,simply,,,without,investment,,,companies,would,not,be,able,to,raise,the,capital,needed,to,grow,the,economy,.,The,Bottom,Line,An,investment,is,a,plan,to,put,money,to,work,today,in,hopes,of,obtaining,a,greater,amount,of,money,in,the,future,.,Though,that,plan,may,not,always,work,out,and,investments,can,lose,money,,,it,is,also,the,primary,way,people,save,for,major,purchases,or,retirement,.,Ranging,from,stocks,,,bonds,,,real,estate,,,commodities,,,and,modern,alternative,investments,,,the,digital,age,has,brought,about,easy,,,transparent,,,and,fast,methods,of,investing,money,.,Compete,Risk,Free,with,$,100,000,in,Virtual,Cash

،8 ،!!١ ٠٥؟٨٥ ١٥، Iiscfinu is Io bo hold In 2 or more nlaces, fhe speciy he caie an UIRAlr Iجtin ١١١٠ ٨١ 1ر11) آة specry the plaico Ihie I1lctin ،٢ ،٤٨ ٢ck 9٢، ؛٩١٨« fh، ١ihc٢ [lc9 9plaLES uf Ihe mielingli (٥) natul ` Or Ihic huaaltsa lo bo dcall wiih al Ihe Ineetingi prineip د/ pla atI .unoral mooling slallo fhar Ihe maoling Is an annual general state Ihe 9enerl (ن} for a notice eallinب Jn (0) I speclal reolution) Is intended to be moved at the meeting meetingi 0٣ /10[ 8 ; resolution (whether f aز (e) information or explanation include notlce of the resolution; and accompanied by a statemeni containing any include or be and tnatisreasonably necessary to indicate the purpose of the resolution; if a speaias resolution Is Intended to be moved at the meeting , specify the intention (f) under section 596(1) include the text of the special resolution; and contain a statement specifying a member s right to appoint a proxy (9) and (3) of the Ordinance of the Paragraph (a)e) does not apply in relation lo a resolulion of which notine has been incluoed In the notice of the meeting under section 567(3) or 568(2) (5) (a) Ordinance; OF notice has been given under section 6T5 of the Ordinance specified in this (0) Despite the fact that a general meeting Is called by shorter notice than that (6) article , it is regarded as having been duly called if it is so agreed - by all the members entited to atiend and vote at the for an annual general meeting (a) meeingtner case by a majority in number of the members enfitled to attend and vote at ihe (5) meeling, being a malorlty together representing at least 95% of the total voting rights at the meeting of all the members ,Persons entltled to receive notlce of general meetings 30. Notice of a general meeting must be given to (1) every memberj and every direclor (:) In paragraph (T) the reference to a member includes a transmittee if the company has been (2) notifled of the transmlttees entitlement to a share If notice of a general meeting or any other document relating to the meeting is required to be (3) given lo a member, the company must give a copy of It to is auditor (if more than one auditor, to everyone of them)at ihe same time as the notice or the other document is given to the member ,Accidental omission to givo notics of goneral meatings 31. or any non receipt of notice of a accidental omission to give notice ~f a general meeting to, Any general meeting by, any person entitled to receive notice does not invalidate the proceedings at the meeflng ,Attendance and speaklng at general meetings 32= A person is able to exercise the right to speak at a general meeting when the person is in (1) position to communicate to all those attending the meeting, during the meeting, any information Or oplnions that the person has on the business of the meeting A person is able to exercise the right to vote at a general meeting when the person is able to vote, during the meeting, on resolutions put to the vote at the meetingi (2) (a) ane person s vote can be taken into account in delermining wnether or not those resolutlons are passed at the same fime as the votes of all the other persons attending the meeting (5) consider appropriate to enable those they The udirectors may make whatever arrangements (3) attending a general meeting to exerclse thelr rights to speak or vote at it In detemining attendance at a general meeting, it is immaterial whether any 2 or more members (4) attending it are in the same place as each other fwenormore persons who are not in the same place as each other attend a general meeting if vote at the meeting, they are an٥ (5) their clcumstances are such fhat if they have rights to speak able to exercise them ,If the QuoruIn for general meetings constitute a quorum at a general meeting 33. Two members present in person or by proxy company has only one membsr tnat member present in person or by proxy constitutes a quorum at a general meeting of the company,Division 3 - Appointmant and Retiroment of Directors Appolntment and retirement of directors Apposomweno iswiling to act as a direcior and is pemitted by law to do so, may be appointed to ba a diraclor by ordinary resolution; or (a) holds by a decision of the directors appointed under paragraph (1)ta) a director {b) appointment, Uniess otherwise specified in the (2) office for an unlimited period of time An appointment unider paragraph (1 )b) may only be made to (3) fill a casual vacancy; Or a director as an addilion to tne existing directors if the total number of directors (a) appoint () does noi oxceed the number fixed in accordanca with these articles A director appointed under paragraph (1 )fb) must (4) retire from office at the next annual general meeting following the appointment; or (a) if the company has dispensed with the holding of annual general meetings or is not required (b) to hold annual general meetings, retire from Office before Ihe end of 9 months after the end of the companys accounting reference period by reference to which the financial year in which the director was appointed is to be detemined ,Retiring diroclor eligible for raappointmant 21. A retiring director is eligible for reappointmnent to the office ,Termination of directors appointment 22. A person ceases to be a director if the person an٥ Companias Minding Up ٥٢ the Ordinanca under the director c٥358$ t0 03 (a) a director by Miscellaneous Provisions) Ordinance (Cap 32) ٥r is prohibited frm being lawj becomes bankrupt or makes any arangament or composition with the persons creditors (b) generally; becomes a mentally incapacilated person (c) resigns the office of director by notice in writing of the resignation In accordance with (0) section 464(5) of the Ordinance for more than 6 months has been absent withoul the directors' permission from dirsctors (8) meetings held during that period; Or is removed from the office of director by an ordinary resolution of the company ,Directors ' remuneration 23 Directors ' remuneration must be determined by the company at a general meeting (1) A director s remuneration may (2) take any form; and {4) include any arrangements in connection with the payment of a retirement benafit to or in (b) respect 0f that director Directors ' remuneration accrues from day to day (3) ,DIrEGLDr5' expenSes 24. The company may pay any travelling accommodation and other expenses properly incurred by dirgctors in connection with their attendance at !a) meetings Of direclors; general meetings; or Ihe exercise of their powers and the discharge of their responsibilities in relation to the (b) compafy. ,Division 4 - Directors Indemnity and Insuranca ,Indamnity 25 A director or former direcior of tne company may be indemnified out of tne companys assets (1) against any liability incured by the direcior to a person other than the company or an associated company of the company in connection with any negligence , default breach of duty or breach of trust in relalion to the company or associated company {as the case may be) Paragraph (1 ) only applies if the indemnity dbes not cover (2) any liability of the director to pay {4) a fine imposed in criminal proceedings; 0r,:ی ،؟ ٧،٢٨،٢، وراmeans a person spaclfled by the Uiatribullon fu haar s (ح٨ (}95, decide person , uveciors on dlstributlons IntereSt may not pay interest on any dividend or other sum payabe Miftua Wa Srae Lnless N0 by provided company the terms on which the share was issuedi or onenise provisions of another agreement between the huler uf the shart and اlرe orpani {he (:) ,Unclaimed dlstributions 67. are Iiut clalfieJ after having th6٧ If dividends or other suIs are payable In respect of shares and may be Invested or made use uf by the direcitcrs fur tfe they been declared or become payable, benefit of the company until claimed The payment of the dividends or other sums into a separate account doss not make the company (2) trustee in respect of it A distribution recipient is no longer entitled Io a dividend or other sum and it ceases to remain (3) owing by the company, if 12 years have passed from the date on which the dividend or other sum became due for (a) payment; and the distribution recipient has not claimed it (ط) ,Non-cash distributions 68. Subject to the terms ofissue of the share in question , the company may, by ordinary resolution Or other a dividend Or part of pay all ٥f the directors, decide to on the recommendation disirlbutien payableain respect of a share by iransferring non cash assets of equivalent value (including , without limitation, shares or other securities in any companyl For paying a non cash distnbution, the directors may make whatever arangements they think fit, (2) including, if any difficulty arises regarding the distribution on the basis of that value In order to adjust the fixing the value of any assets; (4) paying cash to any distribution recipient (0) rights of recipients; and vesting any assets in trustees (c) ,their entitlement to a dividend or other distribution payable in Waiver of distributions 69. deed to that effect Distribution recipients may waive share the person is entitled to respect of a share by executing to the company a holders, or otherwise) the jدint Bst if the share has more than one holder or more than one Bhether by reason of the death or bankruptcy ef onec uremore (2) the holders ٥r other persons iemot effective unless it is expressed to be executed by all deed entitled to the share Division 7 - Capitalization of Profits resolution on the recommendation of the directors capitalize Capitalization of proflts 70 The company may by ordinary (1) accompanied by the issue of shares or debentures, the directors may profits in which the members would be entilled if the sum capitalization is lo be If ٩he apply the sum capitalized in the proportions (2) of the members among themselves if shares or was distributed by way of divioend Tothe extent necessary to adjusa thien sigihie dfectorm enayemaamnany anangements they think (3) or the making of cash payments or adopting a debentures become insuableacionclicasifitates fecincluding the issuing of fractional rounding policy Part 6 Miscellangous Provisions Division 1 - Communications to and by Company Means of communicationtonino 3ent or supplied by or to the company under fhese articles may uSc0 Subject io these articles, anythingisenticn sPpptied Jf uneo Ordinance provides for documents or to the company for the purposes off the Ordinance be sent or supplied in any way a director in document to be sent or supplied to infommation to be sent or supplied by or also be sent or supplied by the means Subjeci to these articles any notice or connection with the taking of decisions by directors may (2) 16,7 Filed ,THE COMPANIES ORDINANCE (CHAPTER 622) ,ZEtEB CR No 3071886 ,Private Company Limited by Shares ARTICLES OF ASSOCIATION 0F ,Worth Ssen Energy Limited `7147E)57|&45] ,Mandatory Articles Part A The name of the company is Company Name ,Worth Seen Energy Limited `755E)#7[[45]" ,2. Members' Liabilities The liability of the members is limited ,3. Liabilities or Contributions of Members ,The liability of the members is limited to any amount unpaid on the shares held by the members ,4. Sharo Capital and Initial Sharaholdings (on the companys fomationl ,The total number of shares that the company proposes ,10,000 ,to Issue ,The total amount of share capital to be subscribed by the companyis founder members The amount to be paid up or to be regarded ٧p paid 85 be 10 0٢ remain unpaid {0 amoUnf The regarded as remaining unpaid ,HKD 10,UD ,HKD 10,0U0 ,HID 0 ,Document Ref No.:70002228181 Submission Date:29/07/2021 Resubinission Date:,amendment to a | faith, wrongly decides thatsan tae Coun orders valid unless remains gcod resolution meeting, acting In the vote on that chalrperson of the ٥rder, is ouit of {٨1٥ resOlUticn ٥lh٤IWiSe. Part 5 Distributions and Shares Division 1 - Issue of Shares ,paid. dh share is fully paid All shares to be fully 49. No share is to be issued unless Divislom 2 - Interests In Shares by the company as holding any share recognized only bound by absolute interests ١5 t0 be person ١aw, ٨٥ Company yدا 5٥. in any way to be bound required not Except as ownership ofit and all the by law or these articles, the companJlis on any trust laare oteer than the holder s absolute , required Except as otherwise (2) by or recognize any interesi in a has notice of the interest even fhough the company rights atlaching to it applies Paragraph (2) (3) Division 3 Share Certificates certificates in respect هf with one or more Certificates {o be issued except in certain cases 51 The company must issue each member , free of charge, ' instrument of transfer; or the shares that the member holds within - Z months after allotment or loogment ofa proper anyoher period that the conditions of issue provide (a) be issued in respect of it certificate may (b) If more than one person holds a share, only (2) Contents and execution of share certificates 52. the certificate is issued A certificate must specify (1) and in respect of how many shares the fact that the shares are fully paid; (4) (٥i any distlnguishing numbers assigned to them (٥١ common seal or fhe company s official seal under section A certificate must have affixed to il the companys (2) {a) Ordinance 126 of the Ordinance; or be otherise executed in accordance with the (b) member s shares is defaced, damaged, lost or destroyed, the Replacement share rertsfeatef 53 certfficate in respect of the same shares Ifa certificate issued in respect member is entltied to be Issued with a replacement (1) certificate menenerer enarcising the righi to be issuece enlaceenlacementpanycifif is defaced or damaged; must retum the certificate that is to be replaced [2) {a) the payment of a reasonable ' and conditions as to evidence, indemnity and must comply with the (5) fee that tne directors decide Division 4 Transfer and Transmission of Shares instrument of transfer in any usual fom or any other Transfer of shares on behalf of both the transferor and the Shares may be transfered by means of an by ihe directors, which is executed by or form approved for registering any instument of transfer or other transleree share Na fee may be charged by the company relating to or affecting the title to any (2) tiayretain any instrument of transfer that is registerea dccument is entered in the register tmhe holder of a share until the transferee s name Tha company The transferor remains 4) of members as holder of it to regisler the transfer of a share If= Power of dirsciors to refuse transfer of shares 55٠ Witnoui limiting ariicle 2(2) lhe diractoos may ae fueecompansyer regisfered office or another place the instrument 0f transfer is not lodged at ihe (1١ appointedi (a) that Ihe directors have 13,plamontary provisions as to conflicts of Interest direcior may hold any other office or position of profit under the company (othear Iheal 9h بifitn Jf arcitor and if fhe company has only 7 director, the oflice of company secretary) in conuitctr wiate office of director for a perlod and on terms (as to remuneration or otherwlse) fhat fhts directors detemmine director is not disqualified by the office of director from contracting with iho A direcior or intending 2) other office or position of profit mentioned in paragraph (1) the with regard to the tenure of companth r 0| contract entered into as vendof, purchaser 0r otherwise (b) The contract mentioned in paragraph (Z) or any transaction, arrangement or (3) byer on behalf of the company in which any dlrector is In any way Interested is not Ilable tم be avoided. paragraph (2) or is interested in a contract mentioned in A director who has entered Into (4) transaction, arrangement or coniract mentioned in paragraph (3Fis not Iiable lo account to the company for any profit realized by the transaction arrangement or contract by reason of the director holding the office; or (د) the fiduciary relation established by the office (5) Paragraph (1) (2) (3) or (4) only applies if the director has declared the nature and extent off the (5) direclors interest under the paragraph to the other directors in accordance with section 536 of Ordinance the director of the companymay be a director or other officer of, or be otherwise interested in خر (6) any company promoted by the company; ٥r (a) any company in wnich the company may be interested as shareholder or otherwise (5) Sublect to the Ordinance, the director is not accountable to the company for any remuneratlon or other benefits received by the director as a director or officer of or from the directors interest In the other company unless the company otherise direcls. ,Validity of acts of meeting of directors 1٥. The acis of any meeting of directors or the acts of any person acting as a director are as valld as if the direciors or the person had been duly appointed as a director and was qualified to be a director, even if it is aflerwards discovered Ihat there was a defect in tne appolntment of any of the directors or of the person acting as a (a) director; any one or more of them were not qualified to be a director or were disqualified from being a (5) director any one or more of them had ceased to hold office as a director; or any one or more of them were not entitied to vote on the matter in question (؟ ,Record of decisiona to be kept 17. wrltten record of every decislon taken by the The direciors must ensure that the company keeps direclors under article 6(T) for at least 10 vears irom the date of the decision ,Written record of decision ofsole director 13 the director takes any decision that ٥nd This article applies if tne company has only 1 director () may be taken in a directors' meeting; and has effect as if agreed in a directors' meeting (٥) The director must provide the company with a written record of the decision within 7 days after (2) the decision is Inade The director is not required to comply with paragraph (2) if the decision is taken by way of a (3) resolution ini writing. company must keep the resolulion for Ihe If the decision is taken by way of a resolution in writing, (4) at least 1O years from the date of the decision The company must also keep a written record provided to It in accordance wlth paragraph (2) for (5) ai least TD years from the date of the decision ,Dlreciors ' dlscretion to make further rules think fit about they 19. Subject to ihese articles, the directors may make any rule that how they take decisions; and how the rules are Io be recorded or communicated to directors (),NOTARIAL CERTIFICATE ,TO ALL TO WHOM THESE PRESENTS SHALL COME, ,I, CHING YIN KAY MASON, Notary Public, duly admitted authorised and sworn, Special Administrative Region of the People s Republic of China Kong Hong practising in DO HEREBY CERTIFY that the following documents as attached hereto in respect of Worth Seen Energy Limited are true copies certified by the Hong Kong Companies Registry and the Inland Revenue Department respectively:- ,1. ,Certificate of Incorporation of Worth Seen Energy Limited dated 29 July 2021; Certificate of Business Registration of Worth Seen Energy Limited; and 2. Articles of Association of Worth Seen Energy Limited 3. ,onlyecnlfus Uha authenteiy ofaha sipnature anu the capaciy ofthe person umo pubic Jocumient anد, where sppropnate the Jenutyof the scal or siamp wnich document tcars This Apostilla does notcartify tns contant oftre document fur Whlch E5 iasuad To verlly the Issusnce oftnis Aposuile sce "hups nw udcanhaan toun Aences _ fachbes hposUlle_vuiffcsonhtn 55#7-5 ` 7#1 #054)}2 ؟:#71+1478.47`4777#37444 895515#7}7!(355 +4&#>17/571774/500317#755 -47##27»4 hups nw iuiciayhbihtourt sevites gulities pesulle veificatian nunt " ٤33 ,have whereof IN TESTIMONY and nlame Iy hereunto suhscribed affixed my Seal of Office this 12th of September in the Year Two day Thousand and Twenty four ,APOSTILLE ,IConvention de La Haye du 5 octobre 1961) Hong Kong, China Country qFTfإ ٧١٤تذ٤ This public document ^#>/7 CHING Yin Kay Mason has been signed by #(ق# acting in the capacity of Notary Public 47L #17$0544}# stamip of / CHING Yin Kay Mason bears the seal ,M»awt ,CHING YIN KAY MASON Notary Public, Kong Hong Special Administrative Region of the People 's Republic of China ,#70]=7#!. ,Certified ٤٤٥؟٥٥ 19 SEP 2024 6. ٩h٥ 2024 # ٥9 ٦9 ٤ ,High Court #=#* ,ة ,5y ,Simon KIANG Registar High Court [٤R 1773;[=7|/;=ذ, ,٥ ,N0 #55 ,118143/2024 ,Se3l / s٨٥ ##*F|] ,10 Sأg0٥T٧I4' 4؟ ,Relerence Coug 4-730+=ؤDB237 ,INNNP/1008308828/2024 ,` HIGH ؟ KON 50N6 ٦H٤ ٥٤ `SEAL,of transfer is not accompanied by the certificate instumenit for the share to which I or other evidence the directors reasonably {١e righeasonaeurequine ro show ihe transferors rigtt to relafes the the transfer , ٥r evidence of other than the transferor to makethe make on the transferors behalf; or fransfer fhe transfer is in respect of more than one class of shares {tne directors refuse to register the transfer ofa sharoumnare the transferor or transferee may request a statemem erinaragaaph (1) or article 2(2) the reasons for the refusal and (a) to Ihe transferor or Iransferee who lodged it the instrument of tansfer must be retumed (0) proposed transfer may be fraudulent unless the Jlrectors suspect that the paragraph (2)(b) together with a The instrument of transfer must be returned in accordance with (3) instrument of transfer was lodged notice of refusal within 2 months after the date on which the with the company Ihe after days If a request is made under paragraph (2)a), the directors must, within 28 (4) receiving reqUest- send the transferor or transferee who madle the request a statement of the reasons for fhe (a) refusal; Or register the transfer (ط) ,Transmlssion of shares 56. Ifa member dies , the company may only recognize the following person or persons as having any title to a share of the deceased member if the deceased member was a joint hoider of the share, the surviving holder or holders of {3) the share; and if the deceased member was a sole holder of the share, the legal personal representative of (b) the deceased member ,Transmiltees rights 57 If a transmittee produces evidence of entitlement to the share as the directors properly require choose to become the holder of the ghare or to the transmittee may, subject to these articles have the share transferred to another person The directors have the same right to refuse or suspend the registration as they wouid have had if (2) the holder had transferred the share before the transmission A tansmlttee is entitled to the same dlvidends and other advantages to which the transmitiee wotid be entitled F the transmittee were the holder of the share except that the transmittee is (3) member in respect of the share, entitled in respect of it to before belng registered as not exercise any right confered by membership in relation to meefings of the company fke cirecaors may at any time give notice requining a transmittee to choose to become the holder of the share or to have the share transfered to another person (4) H tne sotice is not complied with within 90 days of the notice being given the direchors may of all dividends, bonuses or other moneys payable in respect of the share until '(5) itnheoluipenerent ofae noticennaveoeencompiied win the ,a share, the transmitiee must notify the Exercise ofitransmluses ' trighecome the holder of 56 [0 transmittee chooses (1) company in writing of the choice Within 2 months after receiving the notice, the directors must - the transmittee as the holder of the share or (2) remisfere hanamsmeee notice ofrefusal of reglstration (د) reglstration, the transmitiee may request a slatement of the reasons for fhe {0) If the directors refuse (3) is made under paragraph (3) the directors must, within 28 days after receiving fhe refusal. ١f 2 ٢9q٧95t (4) requesend the transmittee a statement of the reasons for fhe refusali or {a) the transmittee as the holder of the share chooses to have the share transferred lo another person the transmitiee must register (دا ] If the transmittee (5) to transfer execute an instrument of transfer in respect of it other provisions of these articles relating to the right and limitations, restrictions of transier of shares apply to the notice under paragraph (1) or the transfer All fhe (6) a transfar the rransmission had not occuried and the transfer were and the regisiration under paragraph (5) as if mzde by the holder of the share before the transmission ,14,رآذ 5ر ,3071886 ,0; ٤ ٨ ٤٤ ٥ ٥ COMPANIES REGISTRY ,N٥. ,٤ ٥٩ ٤٤ # ؛ چ ٨ ,CERTIFICATE OF INCORPORATION ,؟٥ ٠٤ ، ٥٢ ٨ ٨ hereby certify that ,Worth Seen Energy Limited )755E)F7|[/ 7] ,1١ 6 22 ؤ 1٨} * #R # ذ ٨ # ٩ ٨ in Hong Kong under the Companies Ordinance is this day incorporated ,٢٨ ٤ 7 مالا ٥ . K لک 5 of the Laws of Hong Kongh and that this company is {Chapter 622 ,.5 # limited company ,_ 0 I ٦ ٨ 9٤ ٩ # ,٤ L ٥ ٠٦٦ ٩ » # ,29 July 2021 Issued on ,4 47###53-4&!17!5#4*چ Ms Kitty TSUI Registrar of Companies ,Hong Kong Special Administrative Region ,Note +پ ]441E1[#[,>85751#71=1&4#457#777447ژ 47&734_47-#/## 1-33,3#+چ Regisiration of a company name with the Companies Registry does not confer any trade mark rights or any other intellectual property rights in respect ofthe company name or any part thereof,havo on any they they can each communicate Io the others any Informatlon or oplnlons particular item of the business of Ihe meeting In determining whether directors are participating in a directors ' meeting, it is irrelevant wnere a drector is anJ how they communicate with each other Ifall the directors participating in a directors ' meeting are not in the same place, they may regard the meeting as taking place wherever any one of tham is. ,Quorumn for directors' meetings 10 meeting, unless a quorum is participating, no proposal is to be voted on, except a At a directors (1) proposal to call another meeting The quorum for directors ' meetings may be fixed from time to time by a decision of the directors (2) and unless otherwlse fixed it is 2 unless there Is a sole Ulrector, in whlch case the quorum is 1 ,Meotings If total numnbor of directors Iess Ihan quorum 11 If the tمtal number of directors for ihe time being is less than the quorum required for directors meetings, the directors must not teke any decision other than a decision to appoint further directors; or (a) to call a general meeting so as to enable the members to appoint further directors (5) ,Chairing of directors ' meetings 12 The directors may appoint a direcior to chair their meetings The person appointed for the time being is known as the chairperson The directors may terminate the appoinlment of the chairperson at any time 8 chairperson is not participating in a directors meeting within 10 minutes ofthe time at which the |{ it was to start or is unwilling to chair the meeting, the participating directors may appoint one of themselves to chair it ,Chairpersons casting vote at dlrectors ' meetings 13 If the numbers of votes for and against a proposal are equal, the chairperson or other director (٦) chairing the directors ' meeting has a casting vote, in accordance with these articles the chairperson or other Paragraph (1) does not apply if, (2) director is not to be counted as participating in the decision making process for quorum or voting purposes ,Gonflicts of iniBrest ٣ applies This article a director is in any way (directly or indlrectly) interestedin a transaction arrangement or (a) contract with the company that Is slgnificant in relation to the company s business; and the directors interest is material director must declare the nature and extent of the directors interest to the other directors in heج (2) accordance with section 536 of the Ordinance The director must neither (3) vote in respect of the transaction, arangement or contract in which the Jlrector is so (3) interested; nor be counted for quorum purposes in respect of the transaction, arrangement or contract (b) If the director contravenes paragraph (3)a) the vote must not be counted Paragraph (3) does not apply to (5) arrangement for giving a director any security or indemnity in respect of money lent by ٥/1 (a) the dlrector to or obligations undertaken by the director for the benefit of the companyi an arrangement for the company to give any security to a third party in respect of a debt or (ط} obligation of the company for which the director has assumed responsibility wnolly or in part under a guarantee or indemnily or by the deposit of a security an arrangement under which benefits are made available to employees and directors or (c) former employees and directors of the company or any of its subsidiaries, which do not provide special benefits for directors or former directors; or arrangement to subscribe for or underwrite shares 8٥ (0) Areferancs In this article (except in paragraphs (5)d) and (T) to a transactlon, arrangement or (6) contract includes a proposed transaction, arrangement or contract In this article arrangement to subscribe for or underwrite shares EBMHEEMMRRSTHI) means a subscription or proposed subscription for shares ٥r other securities of the companyi (a) agraement or proposed agrsamant to subscribe for shares or other securities of the ٤٨ (b) companyi or an agreement or proposed agreement to underwriie any of those shares ٥r securities (c),Other Artieles ,Part 1 ,Interpretation ,Intarpratation In Ihese articles means the articles ol association of the companyi «٥٥٥؛٤٤ Article3 (4 associated company (HHSAEJ) means a subsidiary of the company د4 holding company of the company; or {5) subsidiary of such a holding companyi C١ distribution recipient (SNFETE) means, in relation to a share in respect of which a dividend or other payable sum is the holder of the share; (a) if the share has 2 or more joint holders, whichever of them is named first in the register of (5) members or if the holder is no longer entitled to the share by reason of death or bankruptcy or othemise (c) by operation of law, the transmittee fully paid (EاES in relation to a share, means the price at which the share was issued has been fully paid to the company holder (HHX) in relation to a share, means the person whose name is entered in the register of members as the holder of the share; mental incapacity (HAH LA+TAAEZ) has the meaning given by section 2(1) of the Mental Health Ordlnance (Cap. 136); mentally incapacitated person (TALLTB:ehz) means a person who is found under the Mental Haalth Ordinance ( Cap 136) to be incapable, by reason of mental incapacity, of managing and administering his or her property and affairs; ) means the Companies Ordinance |Cap 622); {15] Ordinance paid (E) means paid or creditad as paid; see article 43(1); proxy notice (zEq٤) regisler of members IEELE) means the register ofmembers of the company transmitiee (HEX) means a person entitled to a share by reason of the death or bankruptcy of a member ٥r otherwise by operation of law Other words or expressions used in these articles have the same meaning as in the Ordinance (2) as in force on the date these articles become binding on Ihe company For the purposes of these articles, ٥ document is authenticated if it is authenticated in any way in (3) which section 82B(5) or 829(3) of the Ordinance provides for documents or information to be authenticated for the purposes ofthe Ordinance The articles set out in Schedule 2 of the Companies {Model Articles ) Notice (Cap. 62ZH) do not (4) apply to the company ,Part 2 ,Private Company ,Gompany Is private company The company is a private company and accordingly a members night to transfer shares is restricted in the manner specified in this article; the number of members is limited to 50: and () any invitation to the public to subscribe for any shares or debentures of the company is (٠) prohibited The directors may in their discretion refuse to register the transier of a share In paragraph {1)b) (3) member (ELE) excudes member who is an employee of the company; and (a) person who was a member while being an employee of the company and who continues an employee such to be a member after ceasing fo be For the purposes of Ihis article, 2 or more persons who hold shares in the company jointly are to be regarded as 1 member Part 3 Directors and Company Secretary Division 1- Directors' Powers and Responsibilities ,are Directors ' general authority Subject to Ihe Ordinance and these articles the buslness and affairs of the company Ianaged by the directors, who may exercise all tne powers of the company 3,payable by way of a penalty in respect of non compliance with any requlrement ٤٧٨ of a regulatory nature ٥r in which the director is convicted any liability incurred by the director In defending criminal proceedings (ذ the company or an associated company of in defending civil proceedings brought by member of the Ineeompany, in wnich judgment is given against the directori civil proceedings brought on behalf of the company by a associates company of the company, in which judgment is given in defending company or of an brought on behalf of an associated company of the against tne dlrector or by a member of an associated in defending civil proceedings agalnst the director company by a member of the associated company company oi the assoclated company, in which juogment is given in connection with an appllcation for relief under section 903 or 904 of the Ordinance reference to Ihe in which the Court refuses to grant the director relief A reference in paragraph (2)b) to a conviction judgment or refusal of relief is a (3) final decision in the proceedings For the purposes of paragraph (3), a conviction juogment or refusal of relief ie nut appealed againsp becomes final at tne end of the period for bringing an appeali or (4) (a) if appealed againsa becomes final when the appeal or any further appeal is disposed of (5) For the purposes of paragraph (4)b) an appeal is disposed of ff (5) period for bringing any further appeal has ended or the it is determined and it is abandoned ٥r otherwise ceases to have effect (a) ,7he direcnan ray decide to purchase and maintain insurance , at the expense of the company for a director of the company, or a direcior of an associated company of the company, against person attaching to the direclor in connection with any negligence any any liability to (a) default, breach of duty or breach of trust except for faud) in relation to the company or or criminall civil associated company (as the case may be); or any liability incurred by the director in defending any proceedings whether (h) laken against the director for any negligence deiault, breach of duty or breach of trust (including fraud)in relation to the company or associated company (as Ihe case may be) ,Division 5 Company Secretary Appolntment and removal of company secretary at a remuneration and on conditions 27 The directors may appoint a company secretary for a tem they think fit The directors may remove a company secretary appointed by them (2) ,Part ,Decision taking by Members ,Division 1 - Organization of General Meetings ,Seneral meeciins 61٦, 6T2 and 613 of the Ordinance, the company must, in respedt of each 28. general meeting as its annual general meeting in Sublect of the company hold (1١ finaricial year accordance with section 61O of the Ordinance fhe direccors may, ff they think fit, call a general meeting If ee Jeeoormare required to call a general meeting under section 566 of the Ordinance they (3) the OrUinance must call it in accordance with section 567 of the Ordinance Iitse cirectorsa do not call a general meeting in accordance with seclion 567 of the o requested the meeting, or any of them representing more than one half of the total (4) reibeig nmorenuesteememay tnemselves call a general meeting in accordance with section voting 568 cf the Ordinance ,Notice of general meeting must be called by notice of af least 21 days in writing 29 An annual general meeting annuai general meetlng must be called by notice of at least 14 A general meeting other than an days in witing. The notice is exclusive 0f (3) on which it is served or decmed to be served; and a٧ ٤he (a) Tor which i is given day the (b), bound Dy PrIOF IOUIC8S member in respect of shares and a transmittee iS erlfled 10 fhos8 ٤٥ 2 ansaittaes 604٢{:5, 19 given tranLIIIILL'6 nalilt by the notice if it was given to the member beforo the ١:», bound . 15 7٥٢ register of members th٤ I٨ valee entered | Division 5 Alteration and Reduction of Share Capital, Share Buy backs and Allotment of Sharas Alteration of share capital 60. one or morg ٥f Ile Wayi any Subject to paragraph (2), the company may alter its share capital in (1) in section 1TO(2)a) (b) (c) (d) (e) and (ffi) of the Ordinance, and subsections (3), (4) 0٧t 59{ (5) (6), (7) and (8) of that section apply accordingly An altoration made in the way set out in section TTO(Z)c) {d) (e) or (f)(i) of the Ordinance may (2) only be made by ordinary resolution ,Reduction of share capital 61. The company may by special resolution reduce its share capital in accordance with Division 3 of Part 5 of the Ordinance ,Share buy-backs 62. Tha company may buy back its own shares (including any reJeamable shares) in accordance with Ordinance the Division 4 of Part 5 of ,Allotment of shares 63. The directors must not exercise any power conferred on them to allol shares in the company without if the approval is required by section 14D of the tne prior approval of the company by resolution Ordinance. ,Dlvislon 6 Dlstrfbutlons ,Procedure for declaring dividends dividends but a dwvidend must not exceed the 64. The company may at a general meeting declare members interim dividends that appear to the amnount recommended by the directors The directors may from time to time pay the (2) directors to be justified by the profits of the company out of the profits in accordance with Part 6 of the Ordinance paid A dividend may only be members ' resolution to declare or directors ' decision to pay a dividend or the terns it must be paid by reference to each members Unless the issued, specify otherwise are the date of the resolution or decision to declare or pay it ٥٨ which shares dividend, the directors may set aside out of the profits of the company holding of shares on Before recommending any (5) any sums they think fit as reserves purpose to which the profits of the company may be properly The directors may f0f (6) any apply the reserves (٥) application, employ the reserves in the business of the company or invest applied; and other than shares of the company ) that they think fit pending such an (دط) they finemons anainaessotmemout pheriga tnenarans ioneseme carry forward any profits that The Jirectors may also think prudent not to divide Payment of dividends and aptser distfiibtitiis payable in respect of a share, it must be paid by 65. Ifa dividend or other sum that is a the distribution recipient either in writing or as the one or Inore of the following means specified by transfer to a bank account {a) made payable to the distribution recipient by post to the disteibution dreciors decide; registered address (il the distribution recipient is cheque recipient 5 sending (ط) other case) to an address specified by the distribution recipient at the distribution holuer of the share) or fin any post to the specified person at reciient either in writing or as the directors decide; payable nieme npecifieci persoit ey postrntinge opecsinece peirecfors sending a cheque made tencaddress ene distribution recipient has specified (6) as the directors agree with the distribution recipient either in decide; any other means of payment (0) writing or as the direciors decide In this article (2) ,15,documient for the a nollce or director has asked Io bo sent or suppliod wiih such mal 4،077 _ 580. ١٨ may agree with the company Ihat notices or documents sent to that director .٧ 00 being sent, way are to be deemed to have bgen received withiri a specifled time ofthelr specified time Io be less than 48 hours palar !h٥ 1٥٢ دربذ Division 2- Administrativo Arrangemgnts Company seals A common seal may only be usod by the authority of the directors 12٠ having the companys name engraved on it in legible a metallic seal A common seal must ba 1087٨. Subjsct to paragraph (2), the directors may declde by what maans and in what form a common (3) or for sealing securities)is to be used. Kong or official seal (wnether for use outside Hong $88| company has a common seal and it is affixed to {h8 directors , if the Unless otherwise decided by (4) director of the company and 1 a document the document must also be slgned by at Jeast authorized person For the purposes of this article, an aulhorized person is (5) any direclor of the company; (a) the company secretary; or (٥) any person authorized by Ihe directors for signing documents to which the common seal is (c) applied If the company has an official seal for use outside Hong Kong it may only be affixed to (6) dociment ff its use on the document, or documents of a class to which it belongs has been authorized by a decision of the directors Ifthe company has an official soal for sealing securities, itmay only be affixed to securities by ihe company secretary or a person authorized fo apply it to securities by the company secretary ,documents No righa to inspect accounts and other records 73. A person is not entitled to inspect any of the companys accounting or other records or merely because ٥f being a member, unless the person is authorized lo do so by an enaciment; |4) an order under section 740 of the Ordinance; the directors; or an ordinary resolution of the company (0) ,surplus remains after the payment of debts proved in the Winding up 74- and ٧٥ woun٥ If tne company is divide amongst the members in specie or kind the whole or winding up, the liquidator ' (whether they consist of property of the same kind or may, with the required sanction, (2) the liquidator thinks fair on any property to be so any part of the assets of the company may, for this purpose, set a value ٥٨٥ ٨0t) how the division is to be caried out between the members or different divided; and may detemine {b) classes or memberShe required sanction, vest the whole or part of those assets in trustees contributories that the liquidator, with the required sanction , thinks The liquidator may, with shares or other securities on which there on trust for the benefit of the fit, but a member must not be compelled io accept any is ary liability any and means the sanction of a special resolution of the company In this article Miscellaneous Provisions) and Up the Companies (Winding required sanctioi feouired me olher sanction required Ordinenice (Cap. 32),92 ,4(1=31-41:7|7"=-'" .=7'8! the coticd Iine and display the valid business branch registrat on cerlificatg al business aduress ,٦ ,10RA1 2 ,1.7511 Iamhuca J[ ,(///7177!#61} (1 310#) ,BUSLNESS REGISTRAIIOVORIIANCL (Chapur 31Ul را« ٧ل0خ یظ جاا آئت ILSIISS RECISIRAIU VIUGUI ATIONS Baainدد MNXK Pagiranon Cernffcare X).1=7 ,0/PL/('-': ,[H7|R/5 ٤#24(` #1>4ع45!=_ ;٤74 ENERGY LIMITED SEEN MORTH .1910?015;i/110%8 Cnppfat oد ,=٢٦١، / ؛= 5ذcدrnاث Frinch Nlame ,؛؛ ٠٤ ٠ ٠ « ٠ ٠ ؛٠٠؛؛يپ+4ب٠٠ :ئ٤ج:!یینی! ,؛ ٠ ٠ ٠ % # * ٠ ,_؛ ددخآذن ,FLAT A5l6 5/F EFFICIENCY HOUSE SAN PD IONG STREET ٧٥٧ 35 TAI KL ,#7137 J ilre cl Busmes ,{LLnnxF5؟ 5`؟| ,;7'1-[7'_ ,EODY CORPORATE ,Sialus ,1؛ __ [ inte آ orimearenient 29/07/2024 ,35؟4?1;4 ٩!٢#٠ Curufieate N 5ع.0٢5 _1.(7 73226916-000-07-24-0 28/07/2025 ,ت٦ ٤٦٦٣ Fec and .cti 52, 200 ,(T& = $2,200] ئ8.57 0) LE٧ = $ ( ٤٤ ,١؛ ٥٦٦٦ «٧«١#٧٦؛٤٦« ٤ ١؟ ١ ٦٦٤ ٦5 ,i1!053؟4{| 0١١] ٢t the following requirements ٥٨١٢ PIuase Registration Ordunauice: bLbiness 1>51< Ihم [i4[ pruvides 6(6) Seclion 1. 7 5(5،17#71٤ 7775137-75{?557 hranth regiatratitn tertifitals uegislruliun certilicale 747]'?-ذ!4775:377 ٦7147L shall Iol lc deaned Inimply Ihal Ihe rcquirements nfany 45{:|#`7*7eBLEaL Ilدe pursos LalryIg A٤tctihusi T9IP IfrintHhintg ١٧٦ ،؛،١: ١؟٧ 4 EHTEUYIEHHHNEUFIUPIIEIHSALueePHLi bea complied with hugine5 regisiralion dز.nر {.11 provids Secljon anل ntnnnhا 2 ٍَ ٥٥ ف٦# + ٤زبراجاء 2. 55 12 taNe PfBisuhlfon certilicate shall be ٦٤ G٦٨٢١0 ٥١١ nt٤AgSness لأأو0١8٥8 regisIralibn true copy cf OrUinةncJ Lo bt 7 lssucd by the Businass Rugistiation Dffica ,لآأانذن ,(FUNG OL IAN JOYCEI IECIEL FEF uNDI-VYIERE SIAIDINFRINHD ;GiLRS .#؟!!11.!11=2:/15]#4 ,IR٥P ,$2_200.00 839347852 25/06/2024_ -21,_(122210) ,70|?4.]511 ("9911 ,؟ ,:,altgration of these articles does not inwvalldale any nrlor ncl »٢ Iho Ulort Ahat WOU Ive een valin if the alteration had not been made ٠'٦h٥ ٥٧ '٣06.40٢أ 0ر١ا fhe powers given by this article are not limited by any other powOr جMOI lo articies quorum is present may exercise all pOWErS exercisable hy the A directors' meeting at which .٣3c!0/5أ0 ,Members' reserve power ٥r refrain from taking ,12k8, resolution direct the Jlrectors to special The members may, by specifcciciipasolution does not invalidate anything Ihat the direciors have done before the {2) passing of tne resolution ,Directors Iay Uelegata Subject to these articles the directors may if they think fit, delegate any of the powers that are conferred on them under these arlicles to any person; 2) by any means (including by power of attorney)i to any extent and without territorial limit; in relation to ary matter; and on any terms and conditions I{ the directors so specify the delegation may authorize further delegation of the dlrectors (2) powers by any person to whom they are delegated The directors may (3) revoke the delegatlon wnolly or in part; or revoke r alter its terms and conditions () ,Division 2 Decision taking by Diractors Directors to take decision collectively A decision of the directors may only be taken by a majority ol the directors at a meetingi or in accordance with article 7, (:) Paragraph (1) does not apply if (2) director; and the company only has (2) no provision of these articles requires it to have more than one director (b) IF paragraph (1) does not apply, the direcior may take decisions without regard to any of the ,{3) provisions of these articles relating to directors ' decision taking ,Unanimous decisions A decision of tne directors is taken in accordance with Ihis article when all eligible directors 71) indicate to each other {either directly or indirectly) by any means that they share a common view on a matter Such a decision may take the form of a resolution in writing, copies ofwhich have been signed by (2) each eligible director or to which each eligible direcior has otherwise indicated agreement in writing A reference in this article to eligible direclors is a reference to directors who would have been (3) entitled to vote on the matier if it had been proposed as a resolution at a directors ' meeting A decision may not be taken in accordance with this article if the eligible directors would not have (4) formgd a quorum ata directors' maeting ,Calling directors ' meetings 8 Any director may call a directors ' meeting by giving notice oi the meeting to the direciors or by (1) euthorizing the company secretary to give such notice Notice ora directors meeting must indicate (2) its proposed date and iime; and (a) wnhere it is lo take place (ا) Notice ora direciors ' meeting must be given to each dlrector, but need not be in writing (3) ,Particibation in directors' meetings a directors meeting, or part of ٥ directors' Subject to these articles directors participate in ine maefing has been called and takes place in accordance with these articles; and reetinge, proportlon of tho UOtGS Focordad of the number or proof evldence of that fact without fhe meeting is also conclusive evidenco uf the resolution conclUsive declaration in the minutes of against in favoUr ٥f or cf the respect proof An entry in thal faci without Ihe voting at a general mseling may only be raisedat a vote IIOf Errors and disputes objected to is tendered and objection to the qualification of any peison 38. anjourned meeting at which the vote لز٨ر (1) the meeting 0r of the meeting whose decision is final disallowed at the meeting is valid |objeciion musi be referred to fhe chairperson Any /2} Demandlng a poll 39. resolution may be demanne Where itis to be put to the votej or ٥n 2 poll declaration of the result of a show of hands on in advance of the general meeting at a general meeting, either before or on the () that resolution A poll on a resolution may be demanded by (2) the chairperson of the meetingi (a) representing at least 5% of the at least 2 members present in person or by proxyi or {5) any member or members present in person or by proxy and aoalemigerights erall tne members having the rightto vote athbeitmeetinemand or join in (c) regarded as confering authority to ٥ proxy is The iristrument appointing (3) demanding a poll on a resolution on a resolution may be withdrawn. poll A demand for a (4) ,Number of votes a member has 40 Ona vote on a resolution on a show of hands at a general meeting '(1١ member entitled to vote on the every member present in person has 1 vote; and (a) every proxy present who has been duly appointed by [5) vote. resolution has the proxies so appointed are not entitled to vote on If a member appoints more than one proxy (2) the resolution on a show cf hands Ona vte on a resolution on a poll taken at a general meetlng vote for each share held by him or her; and (3) vote for each share member present in person has every (a) present wno has been duly appointed by a member has every proxy (5) appointed attached to any shares or class of in respecl of which the proxy is This article has effect subject to any rights or resirictions (4) shares. ,Votes of joint holdenarfsshareshe vote of the most senior holder who votes (and any proxies 41٠ For joint holders of shares , only (1) holder of a share is detemined by the order in duly authorized by the holderlmae benoited For the purposes of this article, the seniority wnichene names of the joint holders appear in the register of members (2) vote, whether on a show of hands or on a Votes of montally incapacitated mombors 42 A member whosar meninliinapaceiten perasdiamay ner penemeintme natue ofanommittee (1) by the member s committee, receiver poll, vote by proxy on a show of hands or on a receiver or guardian appointed by the Court The commitiee receiver, guardian or other person may (2) poll. ,ت4 ,Contentma onlyvalidiyese appointed by a notice In wniing (proxy notice ) that address of the member appointing the proxyi A proxy may only Ihe general meeting in and and states the name appoinled to be that members proxy (a) identifies ihe person (b) relation io which thnat pennen onapenanfed the member appointing the proxyi and any instructions and wilh Ihesa articles Is authenticated, or is signed on accordanca {) appointed is deliverod to the company in Iileeting in relation to which the proxy is (0) particular form, and may specify contained in the notice of the general be delivered in The company may require proxy notices to {2) notice to be delivered to it in electronic form, it may different forms for difierent DUrposes . specifies If the comnpany requires or allows a proxy retire the delivery to be propeny protected by a security arrangement (3), chairperson of the meeiing Is to be transacted at a consiitute a qucrum appointment of the business other than the meeting if the persons attending it do not general of directors is present at a general meeting and is willing to Chalring general meatlngs presided over by him or her iS to be If the chairperson (if any) of the board presice as chairperson at the meetinge the meutinelectoone pethemselves to be the chairperson general meeting must at a present The Jirectors (2) appointed for holding the the time there Is no chalperson of fhe board of directors; (a) the chairperson is not present within 15 minutes after (د) Ieelingi of the intention not to attend the meeting the chairperson is unwilling to act or of themselves to be the chairperson notice to ihe company given the chaiiperson has (؟ The members present at a general meeling must elect one (3) ٢ز for holding the meeting no director is willing fo act as chairperson; or no director Is present within 15 minutes after the time appointed (a) resolution of the general meeting by (0) A proxy may be elected to be the chairperson of (4) company passed at the meeting ,Attendance and speaking by non members whether or not they are members of the 35. Directors may attend and speak at general meetings, (1) Foepaaiiperson of a general meeting may permit other persons to attend and speak at a general (2) meeting even though they are nol members of the company; or (a) oteeruise entitled to exercise the rights of members in relation to general meetings (5) ,general appolnted for holding Adjoomenis not present within half an hour from the time 36 meeting, the meeting must Hf called on the request of members , be dissolved; 0r in any other case be adjourned to the same day in the next week, at the same time and {a) and at another time and place that the directors determine (5) day If at tpeacdjourned meeelng a quorum is not present within half an hour from the time appointed place, or to another (2) for holding the meeting, the member or members present in person or by proxy constitute Tuorunairperson may adloum a general meeting at wnich a quorum Is present lf (3) the meeting consents to an adjoumment or it appeers to the chairperson that an adjoumment is necessary to protect the safety oi any (a) (5) person attending the meeting or ensure that the business of the meeting is conducted in an The chaierersannest adjoum a general meeting if directed to do so by the meeting When adjourning a general meeting the chairperson must speclfy the date, time and place to Which ites badinemedeft unfinished at the general meeting may be transacted at the adjourned Only the business (6) meeling is acjourned for 30 days or more , notice of the adjoumed meeting must be meeting I a general notice of 8ny for less than 30 days, itis not necessary to give givenenefar aeerinasl adjeuned Fa general meeting is (8) tha adjourned meating Division 2 Voting at General Meatings ,General rules onl voting meeting must be decided on a show of hands unless a 37 lo the vote ofa general put A resolution tnhe chairperson of the is duly demanded in accordance wilh these articles poll, poll Fhereis an equality of votos, wnether on a show of hands or on a annich the show of hands takes place or at which the poll is demanded, is entitled to a {2) meeting at a declaration by the second or casting vole show of hands at a general meeting, a resolution on ٧٥t9 0٨ چ 0١1 (3) chaimperson that the resolution - has or has not been passed; cr {a) has passed by a particular majority (b) 10,cf Shares ,Ordinary ,that the Llass Ihis i٨ fhe total number of shares ,10,000 ,company proposes to issue The tolal amount of share capital in this class to be ,HKD 10,000 ,subscribed by the companys founder members regarded Lp or to be paid The amount to be as paid up be 0٢ to remain unpaid am٥U٨I to The regarded as remaining unpaid ,HKD 10,0DU ,HKD 0 ,٥ company and wish to adopt Ihe articles of association as wish Io fom IE. the undersigned and attached and Iiwe respectively agree to subscribe for the amount of share capital of the Company to take the number of shares in the Company set opposite myiour respective nameis) ,Namets) of Founder Members ,Number ٥f Sharers) and ,Total Amount of Share Capital ,Clitn, Sisi ,5,000 ,٤١٤ ؟ز ,Ordinary shares ,HK) 5,000 ,L٠i٧, Juم ,ن5,000 ,#lB ,Orlinary shaics ,HKD 5,000 ,Tolal: ,10,000 ,Ordinary shares ,HKD 10,0UU,I8 Io voto {or that the proxy Is to ٧٨٥0٢ wiih eny businesS to be transacied at a 1100أ1000. noiice may spesiy ha fho IN Boingi on one or mrra nsolutlons dealing proNy 1٢0!1 2bsiain 35 regardod [{ 111!/51 bc inolcanies Otherwise meating as to how to vote on any general discretion proxy ٧|108٣ 11 35 appoinfed Unless a proxy notce meating; and alloning the person 5) general meeting to general 1٧١ ٥1٥ put r950lufi0|15 ancillary or proceoural (3) in relation lo any adjournment of the appointing that persun as a prey appiciit relaies as well as the meeting itself. (b) appointment of proxy on behalf of nninber apnfintdngeneProihe authorty ot accompanied by written authenticated it must be Execution of appointing the proxy .ن4 to execute if on behalf of the member appolntment If a proxy notice is not tnie person wno executed the appointment of proxy notico and notics rovoking lake effect unless it is received by the companys Dalivery of proxy before the time 45. general meeting at least 48 hours ٨ot A prDxy notice does meetingi and general meeting or adjourned f٥r 2 (a) appointed for holding Ithe meeinng oa aerournes amanged,nt least 24 hours before the time for a poll taken more than 48 hours after it was (5) delivering to the company a notice in appointed for taking the poll behalf the proxy notice was An appointment under a proxy notice may be revoked by (2) writing given by or on behalf of the person by whom or on whose givotice revoking the appointment only takes effect if itis received by the Companefore the time adjoumed general meeting, at least 48 hours (3) and ٥٢ for a general meeting (a) at least 24 hours before the time appointed for holding the meeiing or adjourned meeting; taken more than 4B hours after it was demanded poll for a (5) poll. appointed for taking the ,revoked in the clrcumstances Effect of members voting In person on proxys authority regarded as 46 A proxys authority in relation to a resolutlon is to be show of hands or on a poll) at a set out in section 6O5 of the Ordinance 0n of It, even A member who is entitled to attend, speak or vote (either general meeiing remains so entltled In respect of the meeting or any adjournment (2) motice has been delivered to the company by or on behalf of the member DrOXy valid though a mental incapacity, etc of member appointlng the Effeci of proxy votes in case of death 47. In accordance with the tems of a proxy notice is valid despite prory avofenel pee vious coeaance mentalincapacity of the member appointing the proxyi under which the appointment of the proxy or of the authority the prevooatioadn une (a) appointment ofthe proxy is execuled or 0r apeuansier of the share in respect of which the proxy is appointed Faragraphansieoes net apply if notice in writing of the death, mental incapacity revocation (c) (2) meeting, at least 48 hours before the time transfer is received by the company ٥nd for a general meeting ٥r adjourned general {a) at least 24 hours bafore the time appointed for holding ihe meeingsafaeroumnes demaied taken more than 48 hours after it was poll for a poll. (5) appointed for taking the general meeting may be amended by ordinary Amendmentseofuonosedreprduoga at 46 Ah ordinary resolution to (1) amendment is given to the company secretany in writingi and resolution if not, In the reasonable opinion of the chairperson of the notice of the proposed (a) the proposed amendment does meeting, materially alter the scope of the resolution (b) general meeting at which it is to be 0f chairperson the The nofice must be given bya person entitled to vote at the least 48 hours before the meeting is to take place (or a later time (2) propused at thnencetirngsdeterninese proposed at a general meeting may be amended by ordinary resolution A spsciai resolution to (3) of the meeting proposes the amendment at the meeting at which the ٢٢ the chairpersol {a) special non substantive error in the special resolution is to be proposed; and the amendment merely corrects a grammatical o٣ other (دا) resoluticn. 12,٠ ٩ ! ّ# [ [ ٢٠ ٦ ,(2024)774;75 356 4 ,#1"| 77`+1, 4*5= #١ ٤ ٥ # p 5] t # + ٤ 47 7= 5 # +٨5 |٨F*7|5?[7## م 73٣- -78# != 47#75!177E 4#»٣ 5 4 #4 # # 0 =٥4 + 4 / 4 [III II١III 01489062 ,CUISIARSEeTذN PURLUUAON 3«؟٤ ,القسم القنصلی التصدیقات بکین ,العدد : ٤٨ ٣٠ :352$ Ncr _ التاریخ نسی /١٠ ٤٠٤ 224-10-24| ٥٥tg ث دترلن وزاده د یُ لمح د٥٧f ٥؟٥ ١٨٥ ٥٨٤ ٦ ٧5٥ ٦ا٥یدی We ature عُر سسؤّرل عن معتّربانها ٦٧ا٥٧1 L5 روا فb قي ٦na Luذاا عtE ,Tne Consul اثتمن Cons uUfer وعد عباس علي Abbas اقرi Waad ١٤ ٢؟ ٧ 7 ,,@95338 6007 WwW Jf express

مدارک مورد نیاز جهت افتتاح حسابهای کال در ی مربوط به شرکتهای رکتهای مقیم ایران نزد شعبه دبی DOCUMENTS REQUIRED FOR AED CALL ACCOUNT FOR IRAN ESTABLISHED COMPANIES (1) ترجمه رسمی اساسنامه شرکت حاکی از مجوز افتتاح حساب در بانکهای خارجی و یا شعب بانکهای ایرانی در خارج از کشور (2) ترجمه رسمی روزنامه رسمی شرکت آگهی تاسیس شرکت و آگهی تغییرات شرکت (3) ترجمه رسمی آخرین تصمیمات مجمع عمومی شرکت صورتجلسه) OFFICIAL TRANSLATION OF ARTICLES OF ASSOCIATION (it should include the permission of opening an account with foreign banks or branch of Iranian banks outside of IRAN) OFFICIAL TRANSLATION OF NEWSPAPER (NOTICE OF ESTABLISHMENT & NOTICE OF CHANGES IN COMPANY) OFFICIAL TRANSLATION OF LATEST DECISION IN COMPANY PUBLIC ASSEMBLY (MINUTES OF GENERAL MEETING) OFFICIAL TRANSLATION OF BIRTH CERTIFICATE AND NATIONAL ID CARD OF MANAGER, BOARD MEMBERS AND AUTHORIZED SIGNATORIES OFFICIAL TRANSLATION OF LATEST BOARD RESOLUTION OF THE CO (4) ترجمه رسمی شناسنامه و کارت شناسایی ملی مدیر عامل اعضای هیئت مدیره و امضاداران مجاز (5) ترجمه رسمی آخرین آگهی تصمیمات هیئت مدیره شرکت در خصوص انتصاب مدیران و امضا داران مجاز و مدت تصدی آنها (6) در صورت تضامنی بودن شرکت ترجمه رسمی مجوز فعالیت موقت صرافی (7) اظهار نامه ثبت شرکتهای سهامی خاص OFFICIAL TRANSLATION OF EXCHANGE PROVISIONAL LICENSE OF OPERATION FFICIAL TRANSLATION OF REGISTRY DECLARATION OF PRIVATE JOINT STOCK COMPANY (ردیفهای بالا بایستی به تایید دادگستری اداره امور مترجمان رسمی قوه قضائیه و وزارت امور خارجه در ایران رسیده باشند DEPARTMENT OF OFFICIAL TRANSLOTORS AFFAIRS OF THE JUDICIARY OF THE ISLAMIC REPUBLIC OF IRAN AND MINISTRY OF FOREIGN AFFAIRS (8 درخواست افتتاح حساب با امضاهای مجاز شرکت ACCOUNT OPENING REQUEST ON COMPANY'S LETTER HEAD (9) تصویر گذرنامه مدیر عامل اعضای هیئت مدیره و امضاداران مجاز (کپی برابر اصل (10) گواهی امضای مدیران و امضاداران مجاز توسط یکی از دفاتر اسناد رسمی (11) یک قطعه عکس رنگی هر یک از مدیران و امضاداران مجاز PASSPORT COPY OF MANAGER, BOARD MEMBERS AND AUTHORIZED SIGNATORIES SIGNATURE VERIFICATION OF MANAGER AND AUTHORIZED SIGNATORIES BY ONE OF THE OFFICIAL DOCUMENTS OFFICES MANAGER'S AND AUTHORIZED SIGNATORIES COLOR PHOTOGRAPH (3X4) COMPLETELY FILL ACCOUNT OPENING APPLICATION FORMS GIVEN BY BANK. OMPANY'S FULL ADDRESS INCLUDING TEL, FAX, POSTAL CODE AND EMAIL MOBILE NO OF MANAGER AND AUTHORIZED SIGNATORIES (12) تكميل و امضای فرمهای افتتاح حساب و فرم ) letter of indemnity ) به طور کامل و دقیق 13 اعلام آدرس کامل شرکت به همراه شماره تلفن فاکس کد پستی و پست الکترونیکی (ایمیل) شرکت (14) شماره موبایل هر یک از امضاداران مجاز (15) تهیه خلاصه ای از سابقه و زمینههای فعالیت شرکت و همچنین ذکر نحوه برداشت از حساب معرفی امضاداران مجاز و معرفی مهر شرکت بر روی سر برگ شرکت توسط امضاداران مجاز امضاء و به مهر شرکت ممهور شده باشد. Summary from company history (brief company profile) and field of activities, mentioning way of withdrawal from account and introducing authorized signatories on company letterhead signed and sealed by company authorized signatories (16) واریزی نقدی 25,100 درهم 17) 50 درهم هزینه جهت باز کردن حساب DEPOSIT OF AED 25, 100/- (ONLY CASH) DEDUCTION OF AED.50/- (ACC OPENING CHARGES) شایان ذکر است که حداقل موجودی این حساب نبایستی کمتر از 25000 درهم باشد در غیر اینصورت ماهانه 50 درهم از حساب کسر خواهد شد عدم کارکرد حساب برای مدت بیش از 6 ماه موجب غیر فعال شدن حساب خواهد شد و فعال شدن آن مستلزم ارائه درخواست کتبی با امضای مدیران و انجام یک تراکنش خواهد بود. خواهشمند است دستور فرمایید مراتب را یادداشت و به نحو متقضی به اداره کل مشارکتها و توسعه شبکه بین الملل منعکس نمایند.,مدارک,مورد,نیاز,جهت,افتتاح,حسابهای,کال,در,ی,مربوط,به,شرکتهای,رکتهای,مقیم,ایران,نزد,شعبه,دبی,DOCUMENTS,REQUIRED,FOR,AED,CALL,ACCOUNT,FOR,IRAN,ESTABLISHED,COMPANIES,(,1,),ترجمه,رسمی,اساسنامه,شرکت,حاکی,از,مجوز,افتتاح,حساب,در,بانکهای,خارجی,و,یا,شعب,بانکهای,ایرانی,در,خارج,از,کشور,(,2,),ترجمه,رسمی,روزنامه,رسمی,شرکت,آگهی,تاسیس,شرکت,و,آگهی,تغییرات,شرکت,(,3,),ترجمه,رسمی,آخرین,تصمیمات,مجمع,عمومی,شرکت,صورتجلسه,),OFFICIAL,TRANSLATION,OF,ARTICLES,OF,ASSOCIATION,(,it,should,include,the,permission,of,opening,an,account,with,foreign,banks,or,branch,of,Iranian,banks,outside,of,IRAN,),OFFICIAL,TRANSLATION,OF,NEWSPAPER,(,NOTICE,OF,ESTABLISHMENT,&,NOTICE,OF,CHANGES,IN,COMPANY,),OFFICIAL,TRANSLATION,OF,LATEST,DECISION,IN,COMPANY,PUBLIC,ASSEMBLY,(,MINUTES,OF,GENERAL,MEETING,),OFFICIAL,TRANSLATION,OF,BIRTH,CERTIFICATE,AND,NATIONAL,ID,CARD,OF,MANAGER,,,BOARD,MEMBERS,AND,AUTHORIZED,SIGNATORIES,OFFICIAL,TRANSLATION,OF,LATEST,BOARD,RESOLUTION,OF,THE,CO,(,4,),ترجمه,رسمی,شناسنامه,و,کارت,شناسایی,ملی,مدیر,عامل,اعضای,هیئت,مدیره,و,امضاداران,مجاز,(,5,),ترجمه,رسمی,آخرین,آگهی,تصمیمات,هیئت,مدیره,شرکت,در,خصوص,انتصاب,مدیران,و,امضا,داران,مجاز,و,مدت,تصدی,آنها,(,6,),در,صورت,تضامنی,بودن,شرکت,ترجمه,رسمی,مجوز,فعالیت,موقت,صرافی,(,7,),اظهار,نامه,ثبت,شرکتهای,سهامی,خاص,OFFICIAL,TRANSLATION,OF,EXCHANGE,PROVISIONAL,LICENSE,OF,OPERATION,FFICIAL,TRANSLATION,OF,REGISTRY,DECLARATION,OF,PRIVATE,JOINT,STOCK,COMPANY,(,ردیفهای,بالا,بایستی,به,تایید,دادگستری,اداره,امور,مترجمان,رسمی,قوه,قضائیه,و,وزارت,امور,خارجه,در,ایران,رسیده,باشند,DEPARTMENT,OF,OFFICIAL,TRANSLOTORS,AFFAIRS,OF,THE,JUDICIARY,OF,THE,ISLAMIC,REPUBLIC,OF,IRAN,AND,MINISTRY,OF,FOREIGN,AFFAIRS,(,8,درخواست,افتتاح,حساب,با,امضاهای,مجاز,شرکت,ACCOUNT,OPENING,REQUEST,ON,COMPANY'S,LETTER,HEAD,(,9,),تصویر,گذرنامه,مدیر,عامل,اعضای,هیئت,مدیره,و,امضاداران,مجاز,(,کپی,برابر,اصل,(,10,),گواهی,امضای,مدیران,و,امضاداران,مجاز,توسط,یکی,از,دفاتر,اسناد,رسمی,(,11,),یک,قطعه,عکس,رنگی,هر,یک,از,مدیران,و,امضاداران,مجاز,PASSPORT,COPY,OF,MANAGER,,,BOARD,MEMBERS,AND,AUTHORIZED,SIGNATORIES,SIGNATURE,VERIFICATION,OF,MANAGER,AND,AUTHORIZED,SIGNATORIES,BY,ONE,OF,THE,OFFICIAL,DOCUMENTS,OFFICES,MANAGER'S,AND,AUTHORIZED,SIGNATORIES,COLOR,PHOTOGRAPH,(,3X4,),COMPLETELY,FILL,ACCOUNT,OPENING,APPLICATION,FORMS,GIVEN,BY,BANK,.,OMPANY'S,FULL,ADDRESS,INCLUDING,TEL,,,FAX,,,POSTAL,CODE,AND,EMAIL,MOBILE,NO,OF,MANAGER,AND,AUTHORIZED,SIGNATORIES,(,12,),تكميل,و,امضای,فرمهای,افتتاح,حساب,و,فرم,),letter,of,indemnity,),به,طور,کامل,و,دقیق,13,اعلام,آدرس,کامل,شرکت,به,همراه,شماره,تلفن,فاکس,کد,پستی,و,پست,الکترونیکی,(,ایمیل,),شرکت,(,14,),شماره,موبایل,هر,یک,از,امضاداران,مجاز,(,15,),تهیه,خلاصه,ای,از,سابقه,و,زمینههای,فعالیت,شرکت,و,همچنین,ذکر,نحوه,برداشت,از,حساب,معرفی,امضاداران,مجاز,و,معرفی,مهر,شرکت,بر,روی,سر,برگ,شرکت,توسط,امضاداران,مجاز,امضاء,و,به,مهر,شرکت,ممهور,شده,باشد,.,Summary,from,company,history,(,brief,company,profile,),and,field,of,activities,,,mentioning,way,of,withdrawal,from,account,and,introducing,authorized,signatories,on,company,letterhead,signed,and,sealed,by,company,authorized,signatories,(,16,),واریزی,نقدی,25,100,درهم,17,),50,درهم,هزینه,جهت,باز,کردن,حساب,DEPOSIT,OF,AED,25,,,100,/,-,(,ONLY,CASH,),DEDUCTION,OF,AED.50,/,-,(,ACC,OPENING,CHARGES,),شایان,ذکر,است,که,حداقل,موجودی,این,حساب,نبایستی,کمتر,از,25000,درهم,باشد,در,غیر,اینصورت,ماهانه,50,درهم,از,حساب,کسر,خواهد,شد,عدم,کارکرد,حساب,برای,مدت,بیش,از,6,ماه,موجب,غیر,فعال,شدن,حساب,خواهد,شد,و,فعال,شدن,آن,مستلزم,ارائه,درخواست,کتبی,با,امضای,مدیران,و,انجام,یک,تراکنش,خواهد,بود,.,خواهشمند,است,دستور,فرمایید,مراتب,را,یادداشت,و,به,نحو,متقضی,به,اداره,کل,مشارکتها,و,توسعه,شبکه,بین,الملل,منعکس,نمایند,.

رقم: 9785 شهادة تأسيس No: 9785 CERTIFICATE OF INCORPORATION The Registrar of Companies and Establishments of Dubai Aviation City Corporation Certifies that: للطيران يشهد مسجل الشركات والمؤسسات بسلطة مؤسسة مدينة دبي مارة ازورونات مي ش.ذ.م.م تأسست کشركة ذات مسؤلية محدودة تحت رقم 9785 فى هذا اليوم 9 من شهر نوفمبر سنة 2020 و ان جميع متطلبات القانون رقم (10) لسنة 2015 بإنشاء مؤسسة مدينة للطيران قد تم إستيفاؤها. تحت ختم مسجل الشركات والمؤسسات صدر للطيران. مؤسسة مدينة دبـ بي مؤسسة مدين Azzurro Trading DWC-LLC Is formed as a company with Limited liability under registration No. 9785 on this day 9th of November 2020 and all the requirements under the provisions of Law No. (10) of 2015 concerning Dubai Aviation City Corporation have been satisfied. Issued under the seal of the Registrar of Companies and Establishments Dubai Aviation City Corporation دبي دبي OF DUBAI AVIATION CITY CORPORA DUBAI AY RNM,رقم,:,9785,شهادة,تأسيس,No,:,9785,CERTIFICATE,OF,INCORPORATION,The,Registrar,of,Companies,and,Establishments,of,Dubai,Aviation,City,Corporation,Certifies,that,:,للطيران,يشهد,مسجل,الشركات,والمؤسسات,بسلطة,مؤسسة,مدينة,دبي,مارة,ازورونات,مي,ش.ذ.م.م,تأسست,کشركة,ذات,مسؤلية,محدودة,تحت,رقم,9785,فى,هذا,اليوم,9,من,شهر,نوفمبر,سنة,2020,و,ان,جميع,متطلبات,القانون,رقم,(,10,),لسنة,2015,بإنشاء,مؤسسة,مدينة,للطيران,قد,تم,إستيفاؤها,.,تحت,ختم,مسجل,الشركات,والمؤسسات,صدر,للطيران,.,مؤسسة,مدينة,دبـ,بي,مؤسسة,مدين,Azzurro,Trading,DWC,-,LLC,Is,formed,as,a,company,with,Limited,liability,under,registration,No.,9785,on,this,day,9th,of,November,2020,and,all,the,requirements,under,the,provisions,of,Law,No.,(,10,),of,2015,concerning,Dubai,Aviation,City,Corporation,have,been,satisfied,.,Issued,under,the,seal,of,the,Registrar,of,Companies,and,Establishments,Dubai,Aviation,City,Corporation,دبي,دبي,OF,DUBAI,AVIATION,CITY,CORPORA,DUBAI,AY,RNM

Dear Ozan, We make reference to the below email correspondence and note that you have inquired on the procedures to close down the companies. Please note that there are two different main routes which a company can follow for the purpose of dissolving the entity. On the one hand we have a simplified procedure of Striking the Company off under section 413 of the Companies Act. The company can apply for the Registrar to strike off the company if it has no assets or liabilities and the procedure would be as follows:- Strike Off Procedure:- An application to strike off a Company must be made using the prescribed form and must contain the following: - 1. Name of the Company - 2. Incorporation Number of the Company - 3. Date of Incorporation of the Company - 4. The Directors of the Company must request the Registrar to exercise his discretion under section 413 of the Companies Act to strike off the Company from the Register. - 5. The Directors of the Company must state that the Company is free from charges or mortgages and/or liabilities and has no assets in Gibraltar or abroad (any assets the Company may have owned will become bona vacantia upon Striking Off). - 6. The application must be dated and signed by the Directors of the Company or the majority of them. - 7. In deciding whether or not to exercise his discretion, the Registrar reserves the right to request further information, evidence or confirmation from all or any of the officers of the Company that the Company has no assets or liabilities. There will be a number of statutory waiting periods (or notices) before the registry can officially strike off the company and these are designed to protect the interests of creditors and any parties. First Notice The request for striking off is entered on to the Database and the Computer will then print the First Notice, which states that: - "upon the expiration of three months from the date of this notice the name of the under mentioned company will, unless cause be shown to the contrary, be struck off the Register of Companies and the Company will be dissolved subject to the provisions of Section 413 of the Companies Act." A copy of the First Notice is produced and sent to us as the company managers. This gives notice that the Company will be struck off at a future date, i.e. after the expiry of the statutory three months, the companies appearing in the First Notice will automatically be struck off unless the Registrar has received any objections. Final Notice A Final Notice will then be issued stating that: - "pursuant to the provisions of Section 411 / 412 / 413 of the Companies Act, on the date of this notice (“Strike Off Date”), the names of the under mentioned companies have been struck from the Register of Companies and that the said companies are hereby dissolved." A copy of the Final Notice of strike off will be sent to us as company managers. Please note that there is a requirement for the Company to file a tax return and accounts signed by the Company and made up to the Strike Off Date. We can prepare the tax return and balance sheet which will be a nil return and a balance sheet showing the share capital off set against a P&L entry (i.e. nil) and this would need to be signed prior to application for strike off but left undated. We would then hold the document to the order and benefit of the directors of the company with the instructions that it be dated and filed once the Strike Off Date is known. Our concern is that due to none payment of our fees we have been unable to file accounts neither the returns and the late filing penalties from the authorities are being incurred. Members Voluntary Liquidation The Company can be dissolved via a members voluntary liquidation. A members voluntary liquidation in Gibraltar would involve the steps listed below: 1. Certificate of Indemnity - which will need to be signed by the ultimate shareholders; 2. A meeting of the Board of Directors will be convened (minutes of which will need to be signed by a majority of the directors, stating that resolutions have been made to prepare a declaration of solvency and to hold the Extraordinary General Meeting of the Members to place the company in liquidation; 3. Declaration of solvency - to be signed by the directors and sworn before a commissioner for oaths or Notary Public; 4. Extraordinary General Meeting held and special resolution passed to wind up the Company - the liquidator is appointed and the company placed in liquidation , minutes to be signed by the shareholder; 5. Notice of special resolution to be filed with Registrar of Companies - notice confirming appointment of liquidator and winding up of the company, signed by the shareholder; 6. Notice of appointment of liquidator to be filed with the Registrar of Companies - to be signed by the liquidator; 7. Creditors Notice of Special Resolution (advertised in Gibraltar Gazette) - one month's notice given to creditors to submit any claims they may have against the company, signed by the liquidator; 8. Notice of Appointment of liquidator (advertised in Gibraltar Gazette) - notice confirming appointment of Liquidator and winding up of the company, signed by the shareholder; 9. Letter to beneficial owners - to obtain confirmation from the beneficial owners that there are no assets under the name of the company; 10. Notice of final meeting (advertised in the Gibraltar Gazette) - one month's notice given to hold the final meeting to close down the liquidation; 11. Minutes of final meeting held - minutes to approve liquidator's statement of account, signed by the shareholders; 12. Return of final winding up meeting to be filed with the Registrar of Companies - declaration signed by the liquidator to have the company dissolved; 13. Liquidators statement of account to be filed with the Registrar of Companies - signed by the liquidator; 14. Proxy forms - if required by the shareholder in order to be represented at the first and final meeting of shareholders. Please note that traditionally during the period between appointment of the liquidator and the one month given on the first notice to creditors and interested parties, no assets can be distributed. In relation to the liquidation process there would be a need to file two tax returns. The appointment of a liquidator will trigger the end of an accounting period and the need to prepare accounts and a tax return. The termination of the liquidation process will also require a further tax filing. This will be undertaken by the liquidator. I would like to point out that the strike off procedure does not completely wind up the Company. In essence, the Company may still be re-instated, on application to the Registrar within 10 years of the strike off taking place. Notwithstanding this, after the lapse of the 10 years the Company may still be re-instated on application to the Gibraltar Courts. The liquidation process on the other hand, will require application to the Courts to reverse the process and therefore provides more peace of mind. We can provide fees for both process upon request but we would expect, as an indication, for strike off fees to range between GBP 2000 and GBP 2500 whilst liquidation fees will range between GBP 5000 and GBP 8000. We can arrange for either process to be completed. Indemnities will be required at the start of either process which we would arrange to be sent to you. Please let me know if we can help further. Kind regards, Lissette Bonfante Company Administrator Prime Management Limited 13/15 Giro's Passage, Gibraltar [Description: Description: pm20%] Telephone: (Int + 350) 20074572 Fax - (Int + 350) 20079381 E-Mail - [email protected]<mailto:[email protected]> LICENSED BY THE GIBRALTAR FINANCIAL SERVICES COMMISSION From: Kathryn Taylor PT Sent: 09 May 2019 09:38 To: Lissette Bonfante PT <[email protected]> Subject: FW: ASB Overseas Limited, Ocean Investments Limited and BAZ Limited From: Ozan Ondes <[email protected]<mailto:[email protected]>> Sent: 08 May 2019 15:16 To: Kathryn Taylor PT <[email protected]<mailto:[email protected]>> Cc: Kasim Oztas <[email protected]<mailto:[email protected]>>; Bahattin Ayan <[email protected]<mailto:[email protected]>> Subject: ASB Overseas Limited, Ocean Investments Limited and BAZ Limited Dear Kathryn, I'm writing to you as the legal counsel of the ASB Group, related to our companies ASB Overseas Limited, Ocean Investments Limited and BAZ Limited. We have received the invoices that you sent in your latest emails and we intend to settle them at the earliest opportunity. We would also like to inquire about the procedures required and fees required for closing down these companies. We will make our financial planning accordingly once we receive this information. Best regards, ​Ozan -- Ozan Mert Öndeş Chief Legal Counsel ASB Group İstinye Mah. Bostan Sk. No: 12 34460 Istanbul, Turkey Tel: +90 212 229 04 44 Fax: +90 212 229 06 66 Mobile: +90 530 153 26 48 E-mail: [email protected]<mailto:[email protected]>

Dear Ozan, We make reference to the below email correspondence and note that you have inquired on the procedures to close down the companies. Please note that there are two different main routes which a company can follow for the purpose of dissolving the entity. On the one hand we have a simplified procedure of Striking the Company off under section 413 of the Companies Act. The company can apply for the Registrar to strike off the company if it has no assets or liabilities and the procedure would be as follows:- Strike Off Procedure:- An application to strike off a Company must be made using the prescribed form and must contain the following: - 1. Name of the Company - 2. Incorporation Number of the Company - 3. Date of Incorporation of the Company - 4. The Directors of the Company must request the Registrar to exercise his discretion under section 413 of the Companies Act to strike off the Company from the Register. - 5. The Directors of the Company must state that the Company is free from charges or mortgages and/or liabilities and has no assets in Gibraltar or abroad (any assets the Company may have owned will become bona vacantia upon Striking Off). - 6. The application must be dated and signed by the Directors of the Company or the majority of them. - 7. In deciding whether or not to exercise his discretion, the Registrar reserves the right to request further information, evidence or confirmation from all or any of the officers of the Company that the Company has no assets or liabilities. There will be a number of statutory waiting periods (or notices) before the registry can officially strike off the company and these are designed to protect the interests of creditors and any parties. First Notice The request for striking off is entered on to the Database and the Computer will then print the First Notice, which states that: - "upon the expiration of three months from the date of this notice the name of the under mentioned company will, unless cause be shown to the contrary, be struck off the Register of Companies and the Company will be dissolved subject to the provisions of Section 413 of the Companies Act." A copy of the First Notice is produced and sent to us as the company managers. This gives notice that the Company will be struck off at a future date, i.e. after the expiry of the statutory three months, the companies appearing in the First Notice will automatically be struck off unless the Registrar has received any objections. Final Notice A Final Notice will then be issued stating that: - "pursuant to the provisions of Section 411 / 412 / 413 of the Companies Act, on the date of this notice (“Strike Off Date”), the names of the under mentioned companies have been struck from the Register of Companies and that the said companies are hereby dissolved." A copy of the Final Notice of strike off will be sent to us as company managers. Please note that there is a requirement for the Company to file a tax return and accounts signed by the Company and made up to the Strike Off Date. We can prepare the tax return and balance sheet which will be a nil return and a balance sheet showing the share capital off set against a P&L entry (i.e. nil) and this would need to be signed prior to application for strike off but left undated. We would then hold the document to the order and benefit of the directors of the company with the instructions that it be dated and filed once the Strike Off Date is known. Our concern is that due to none payment of our fees we have been unable to file accounts neither the returns and the late filing penalties from the authorities are being incurred. Members Voluntary Liquidation The Company can be dissolved via a members voluntary liquidation. A members voluntary liquidation in Gibraltar would involve the steps listed below: 1. Certificate of Indemnity - which will need to be signed by the ultimate shareholders; 2. A meeting of the Board of Directors will be convened (minutes of which will need to be signed by a majority of the directors, stating that resolutions have been made to prepare a declaration of solvency and to hold the Extraordinary General Meeting of the Members to place the company in liquidation; 3. Declaration of solvency - to be signed by the directors and sworn before a commissioner for oaths or Notary Public; 4. Extraordinary General Meeting held and special resolution passed to wind up the Company - the liquidator is appointed and the company placed in liquidation , minutes to be signed by the shareholder; 5. Notice of special resolution to be filed with Registrar of Companies - notice confirming appointment of liquidator and winding up of the company, signed by the shareholder; 6. Notice of appointment of liquidator to be filed with the Registrar of Companies - to be signed by the liquidator; 7. Creditors Notice of Special Resolution (advertised in Gibraltar Gazette) - one month's notice given to creditors to submit any claims they may have against the company, signed by the liquidator; 8. Notice of Appointment of liquidator (advertised in Gibraltar Gazette) - notice confirming appointment of Liquidator and winding up of the company, signed by the shareholder; 9. Letter to beneficial owners - to obtain confirmation from the beneficial owners that there are no assets under the name of the company; 10. Notice of final meeting (advertised in the Gibraltar Gazette) - one month's notice given to hold the final meeting to close down the liquidation; 11. Minutes of final meeting held - minutes to approve liquidator's statement of account, signed by the shareholders; 12. Return of final winding up meeting to be filed with the Registrar of Companies - declaration signed by the liquidator to have the company dissolved; 13. Liquidators statement of account to be filed with the Registrar of Companies - signed by the liquidator; 14. Proxy forms - if required by the shareholder in order to be represented at the first and final meeting of shareholders. Please note that traditionally during the period between appointment of the liquidator and the one month given on the first notice to creditors and interested parties, no assets can be distributed. In relation to the liquidation process there would be a need to file two tax returns. The appointment of a liquidator will trigger the end of an accounting period and the need to prepare accounts and a tax return. The termination of the liquidation process will also require a further tax filing. This will be undertaken by the liquidator. I would like to point out that the strike off procedure does not completely wind up the Company. In essence, the Company may still be re-instated, on application to the Registrar within 10 years of the strike off taking place. Notwithstanding this, after the lapse of the 10 years the Company may still be re-instated on application to the Gibraltar Courts. The liquidation process on the other hand, will require application to the Courts to reverse the process and therefore provides more peace of mind. We can provide fees for both process upon request but we would expect, as an indication, for strike off fees to range between GBP 2000 and GBP 2500 whilst liquidation fees will range between GBP 5000 and GBP 8000. We can arrange for either process to be completed. Indemnities will be required at the start of either process which we would arrange to be sent to you. Please let me know if we can help further. Kind regards, Lissette Bonfante Company Administrator Prime Management Limited 13/15 Giro's Passage, Gibraltar [Description: Description: pm20%] Telephone: (Int + 350) 20074572 Fax - (Int + 350) 20079381 E-Mail - [email protected]<mailto:[email protected]> LICENSED BY THE GIBRALTAR FINANCIAL SERVICES COMMISSION From: Kathryn Taylor PT Sent: 09 May 2019 09:38 To: Lissette Bonfante PT <[email protected]> Subject: FW: ASB Overseas Limited, Ocean Investments Limited and BAZ Limited From: Ozan Ondes <[email protected]<mailto:[email protected]>> Sent: 08 May 2019 15:16 To: Kathryn Taylor PT <[email protected]<mailto:[email protected]>> Cc: Kasim Oztas <[email protected]<mailto:[email protected]>>; Bahattin Ayan <[email protected]<mailto:[email protected]>> Subject: ASB Overseas Limited, Ocean Investments Limited and BAZ Limited Dear Kathryn, I'm writing to you as the legal counsel of the ASB Group, related to our companies ASB Overseas Limited, Ocean Investments Limited and BAZ Limited. We have received the invoices that you sent in your latest emails and we intend to settle them at the earliest opportunity. We would also like to inquire about the procedures required and fees required for closing down these companies. We will make our financial planning accordingly once we receive this information. Best regards, ​Ozan -- Ozan Mert Öndeş Chief Legal Counsel ASB Group İstinye Mah. Bostan Sk. No: 12 34460 Istanbul, Turkey Tel: +90 212 229 04 44 Fax: +90 212 229 06 66 Mobile: +90 530 153 26 48 E-mail: [email protected]<mailto:[email protected]>

[http://img.smartmessage-engage.com/YI_GD_3257/Herg%C3%BCner_30.YIL_logo_Birlikte.jpg]   T.C. Ticaret Bakanlığı, COVID-19 salgın hastalığının yayılmasını engellemek amacıyla şirketlerin genel kurul toplantıları hakkında kararlar almıştır       The Ministry of Commerce of the Republic of Turkey has taken measures with respect to general assembly meetings in an effort to prevent the spread of the COVID-19 pandemic   6102 sayılı Türk Ticaret Kanunu (“TTK”) uyarınca, anonim ve limited şirketlerde olağan genel kurul toplantılarının, ilgili faaliyet döneminin sona ermesinden itibaren üç ay içinde yapılması öngörülmektedir. Şirketlerde faaliyet dönemi olarak genellikle takvim yılı tercih edildiğinden, genel olarak Mart ayı sonuna kadar olağan genel kurul toplantılarının tamamlanması gerekmektedir. T.C. Ticaret Bakanlığı’nın (“Bakanlık”) 20 Mart 2020 tarihli açıklaması ile COVID-19 salgınının yayılmasının engellenmesi amacıyla, şirketlerin olağan genel kurul toplantılarının yoğunlukla gerçekleştirildiği bu döneme ilişkin Bakanlık tarafından bazı tedbirler alınmıştır. Şöyle ki, TTK ve şirket esas sözleşmesine uygun olarak, yönetim organları tarafından daha önce toplantıya çağrılan anonim ve limited şirketlerin olağan genel kurullarının, genel kurulun toplanması beklenmeksizin erteleme kararı alınması amacıyla, yönetim organları tarafından alınacak bir kararla iptal edilmesi imkânı tanınmıştır. Bu yöndeki ilan talepleri Türkiye Ticaret Sicili Gazetesi Müdürlüğünce karşılanmaktadır. Örnek ilan metni https://www.ticaretsicil.gov.tr/ [http://e2.smartmessage-engage.com/LinkTrackToken.aspx?Token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internet adresinde yayınlanmıştır. Bakanlık tarafından COVID-19 salgınının yayılmasından önce toplantıya çağrılmış olan olağan genel kurul toplantılarının iptal edilmesine imkan tanınarak, bu toplantıların ve henüz çağrılmamış olan genel kurul toplantıların da salgın tehlikesi geçtikten sonra yapılmasına olanak sağlanmıştır. Öte yandan Bakanlık, TTK’nın 1527. Maddesi dahilinde, elektronik genel kurul sistemini kullanan ve genel kurul toplantısı gerçekleştirmek isteyen şirketlerde, salgının önlenmesi amacıyla asgari düzeyde pay sahibinin katılımı ile fiziki ortamda toplantı gerçekleştirilmesini teminen, pay sahiplerinin genel kurul toplantılarına fiziki ortamda katılımda bulunmaksızın elektronik ortamda katılım sağlayabilecekleri hususunda takdirlerini kullanmalarını tavsiye etmektedir.  Esas sözleşmelerinde kurul toplantılarının elektronik ortamda gerçekleştirilmesine imkân tanıyan hüküm bulunmayan şirketlerin ise, bu dönemde gerçekleştirmeyi planladıkları toplantıları “Elektronik Genel Kurul Toplantı Sistemi” ve “Elektronik Yönetim Kurulu Sistemi” üzerinden gerçekleştirilebilmelerine yönelik tedbir alınmıştır. Şirketler, bahsi geçen imkândan Merkezi Kayıt Kuruluşu Anonim Şirketi’nden (“MKK”) destek hizmeti almak suretiyle ve hak sahiplerine elektronik ortamda katılma imkanının sağlanması zorunluluğunu ortadan kaldırmayacak şekilde yararlanabilecektir. Söz konusu şirketler, genel kurul toplantılarının elektronik ortamda gerçekleştirilmesine imkân tanıyan hükme ilişkin esas sözleşme değişikliğini, bundan sonra yapılacak ilk genel kurul toplantısında gerçekleştirebileceklerdir. MKK nezdinde yapılacak işlemlerin ek bir masraf yaratabileceğini ve ilgili kuruluş sürecinin de 10-15 güne yayılabileceğini belirtmek isteriz.        As per the Turkish Commercial Code No. 6102 (“TCC”), joint stock and limited liability companies must hold ordinary general assembly meetings within three months of the end of the company’s fiscal year. As companies commonly prefer to align their fiscal years with the calendar year, ordinary general assembly meetings usually convene by the end of March. In order to prevent the spread of the COVID-19 pandemic, the Ministry of Commerce of the Republic of Turkey (“Ministry”) implemented certain measures in its announcement dated 20 March 2020 with respect to the period for companies to hold their general assembly meetings. In this respect, the Ministry has allowed joint stock and limited liability companies to cancel ordinary general assembly meetings if the company’s governing body had previously sent invitations for such meeting in line with the TCC and the articles of association. To cancel an ordinary general assembly meeting, the governing body of the company may issue a decision to postpone the meeting without having to wait until the general assembly has convened. The Turkish Trade Registry Gazette offers assistance for how to properly make requests and announcements in this regard, and a draft announcement text has been published at https://www.ticaretsicil.gov.tr/ [http://e2.smartmessage-engage.com/LinkTrackToken.aspx?Token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n addition to authorizing companies to cancel their ordinary general assembly meetings if their governing bodies sent invitations prior to the spread of the COVID-19 pandemic, the Ministry also allows for such meetings, as well as other general assembly meetings that have not been announced yet, to be postponed until after the threat of the pandemic dissolves. On the other hand, in light of Article 1527 of the TCC, companies utilizing the electronic general assembly system that wish to hold a general assembly meeting are advised to use discretion and hold their general assembly meetings electronically without participation in a physical environment, with the physical participation of a minimum number of shareholders, in order to prevent the spread of the pandemic. For companies whose articles of associations lack any provisions allowing meetings to be held electronically, measures have been taken to permit such companies to hold meetings through the “Electronic General Assembly Meeting System” and “Electronic Board of Directors System”. Companies can benefit from the said systems by virtue of the support services provided by the Merkezi Kayıt Kuruluşu Anonim Şirketi (“MKK”), and it is mandatory for these companies to provide their respective rights holders the opportunity to attend  meetings electronically. Companies will be able to amend their articles of association to allow general assembly meetings to be held electronically during the first general assembly meeting to be convened thereafter. We would like to kindly note that transactions to be made before the MKK may incur additional costs and the process may take 10-15 days.   --------------------------------------------------------------------------------   Daha fazla bilgi ve sorularınız için: Ayşe Hergüner Bilgen ([email protected]) Esra Canpulat Eğilmez ([email protected]) Gülberk Bekgöz ([email protected]) Büyükdere Caddesi 199, Levent 34394 ISTANBUL Telefon: (90) 212 310 18 00 Fax: (90) 212 310 18 99 http://www.herguner.av.tr [http://e2.smartmessage-engage.com/LinkTrackToken.aspx?Token=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] - © 2020 Hergüner Bilgen Özeke Avukatlık Ortaklığı - Hergüner Bilgen Özeke Türk ve yabancı müvekkillere hukukun her alanında hizmet veren bir avukatlık ortaklığıdır. Bu bülten Türkiye'de hukuk alanındaki gelişmeleri paylaşmak amacıyla hazırlanmıştır. Bülten hukuki bir görüş veya yönlendirme olarak düşünülmemelidir. Özel sorular ve sorunlar bakımından hukuki danışman görüşü alınmalıdır. [http://www.megabulletin.com/egemenoglu/yenitasarim/images/spacer.gif]   -------------------------------------------------------------------------------- [http://www.megabulletin.com/egemenoglu/yenitasarim/images/spacer.gif] For further information please contact: Ayşe Hergüner Bilgen ([email protected]) Esra Canpulat Eğilmez ([email protected]) Gülberk Bekgöz ([email protected]) Büyükdere Caddesi 199, Levent 34394 ISTANBUL Telephone: (90) 212 310 18 00 Fax: (90) 212 310 18 99 http://www.herguner.av.tr [http://e2.smartmessage-engage.com/LinkTrackToken.aspx?Token=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] - © 2020 Hergüner Bilgen Özeke Attorney Partnership - Hergüner Bilgen Özeke is a full-service Turkish law firm with major local and international clientele. This bulletin is to inform the recipients concerning certain recent legal developments in Turkey. It does not constitute legal advice or legal opinion on any specific facts or circumstances, and the contents are intended to be general information purposes only. The advice of legal counsel should be obtained for specific questions and concerns. [http://www.megabulletin.com/herguner-bilgen-ozeke/14.06.2016/2x50.jpg] -------------------------------------------------------------------------------- Bu e-postayı düzgün görüntüleyemiyorsanız lütfen tıklayınız. [http://e2.smartmessage-engage.com/e2af95bb-2b63-426a-8280-ab88012f40c5/HtmlView.aspx] Bilgilendirme e-postalarını almak istemiyorsanız lütfen tıklayınız. 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Please do not reply to this e-mail. Direct responses to the sender cannot be dealt with. myAustrian [https://static.cdn.responsys.net/i2/responsysimages/aust/contentlibrary/ois/bulk/images/Austrian_Logo_Red_RGB.png] Lieber Fluggast, auf Ihrem morgigen Flug laden wir Sie ein, Ihr Handgepäck kostenlos am Check-in Schalter aufzugeben. Ihre Vorteile: Sie erreichen Ihr Gate entspannter und haben am Flug mehr Platz. Außerdem tragen Sie dadurch wesentlich zu einem pünktlichen Abflug bei, da weniger Handgepäck zu verstauen ist. Beachten Sie dabei bitte, dass Ihr Handgepäck nicht größer als 55 x 40 x 23 cm sein und nicht mehr als 8 kg wiegen darf. Nehmen Sie Ihre Wertsachen, Pass und notwendige Medikamente unbedingt zu sich. Geräte, die Akkus und Batterien enthalten, müssen auch bei Ihnen bleiben – wie Mobiltelefone, Powerbanks, E-Zigaretten, Tablets. Wir wünschen Ihnen eine angenehme Reise! Dear customer, on your flight tomorrow, we invite you to check in your hand baggage at the check-in counter at no charge. Your benefits: You'll enjoy greater comfort on your way to your gate and additional room on your flight. What's more, you will be contributing significantly to ensuring punctual departure because there will be less hand luggage to stow away. Please note that your hand baggage must not exceed 55 x 40 x 23 cm in size and must not weigh more than 8 kg. Make sure that you carry your valuables, passport and needed medication with you. You must also carry any appliances containing batteries with you – such as mobile phones, power banks, e-cigarettes, tablets. Have a pleasant trip! Best regards Your Austrian Team       A STAR ALLIANCE MEMBER [https://static.cdn.responsys.net/i2/responsysimages/aust/contentlibrary/ois/bulk/images/MBSIG_V1_B_BOLD.png]     A STAR ALLIANCE MEMBER [https://static.cdn.responsys.net/i2/responsysimages/aust/contentlibrary/ois/bulk/images/Austrian_Claim_Black_RGB.png]           Imprint [https://smile.austrian.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGm0H1zebjb7zcDidT6jS4n1rpGWaEzevscYITcTRu31BYpwR5Tdo1zaVXtpKX%3DSSYWDTCR&_ei_=EolaGGF4SNMvxFF7KucKuWOnCsvgLQld-t7QTWoBmAJpM_W59M7r5AcsFy4Dgb0j332v82SnpM.]   Terms & Conditions [https://smile.austrian.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGm0H1zebjb7zcDidT6jS4n1rpGWaEzevscYITcTRu31BYpwR5Tdo1zaVXtpKX%3DSSYWDTCU&_ei_=EolaGGF4SNMvxFF7KucKuWOnCsvgLQld-t7QTWoBmAJpM_W59M7r5AcsFy4Dgb0j332v82SnpM.]   Privacy Policy [https://smile.austrian.com/pub/cc?_ri_=X0Gzc2X%3DYQpglLjHJlTQGm0H1zebjb7zcDidT6jS4n1rpGWaEzevscYITcTRu31BYpwR5Tdo1zaVXtpKX%3DSYTACYTB&_ei_=EolaGGF4SNMvxFF7KucKuWOnCsvgLQld-t7QTWoBmAJpM_W59M7r5AcsFy4Dgb0j332v82SnpM.]           Austrian Airlines AG Office Park 2 Postfach 100 A-1300 Vienna-Airport   www.austrian.com   Head office: Vienna   Legal form: public limited company   Commercial register number: 111 000k, Vienna Commercial Court   Executive Board: Dr. Alexis von Hoensbroech, Dr. Andreas Otto, Mag. Wolfgang Jani   Chair of Supervisory Board: Harry Hohmeister       [https://smile.austrian.com/pub/as?_ri_=X0Gzc2X%3DYQpglLjHJlTQGm0H1zebjb7zcDidT6jS4n1rpGWaEzevscYITcTRu31BYpwR5Tdo1zaVXHkMX%3Dw&_ei_=EolaGGF4SNMvxFF7KucKuWOnCsvgLQld-t7QTWoBmAJpM_W59M7r5AcsFy4Dgb0j332v82SnpM.]