the companies act 2016 malaysia public company...

THE COMPANIES ACT 2016MALAYSIA

PUBLIC COMPANY LIMITED BY SHARES

CONSTITUTION

OF

YINSON HOLDINGS BERHAD(COMPANY NO. 259147-A)

INCORPORATED IN MALAYSIA

Incorporated on the 9th day of March 1993

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THE COMPANIES ACT 2016MALAYSIA

PUBLIC COMPANY LIMITED BY SHARES

CONSTITUTIONOF

YINSON HOLDINGS BERHAD

1. The name of the Company is YINSON HOLDINGS BERHAD.

2. The registered office of the Company is situated in Malaysia.

3. The principal objects for which the Company is established are investment holding and provision of management services.

4. Without derogating from the generality of Clause 3, the Company shall have the full capacity to carry onor undertake any business or activity that is in the best interest of the Company with full rights, powers and privileges for such purpose in accordance with Section 21 of the Act, subject always to the requirements of any applicable laws and regulations.

5. The liability of the Members is limited.

6. The Company shall have the power to increase or reduce its capital; to consolidate or sub-divide the shares into shares of larger or smaller amounts, and to divide the shares forming the capital (original, increased or reduced) of the Company into several classes and to attach thereto respectively, preferential, deferred or special rights, privileges or conditions as may be determined by, or in accordance with the regulations for the time being of the Company and to issue additional capital with any such rights, privileges or conditions as aforesaid, and any preference share may be issued on the terms that it is, or at the option of the Company is liable, to be redeemed.

DEFINITIONS

7. In this Constitution, words and expressions standing in the first column of the table next to hereinaftercontained shall, if not inconsistent with the subject or context, bear the meanings set opposite to themrespectively in the second column thereof:

Words & Expressions Meanings

“Act” The Companies Act 2016, or any statutory modification, amendment or re-enactment thereof of the time being in force and every other act for the time being in force concerning companies and affecting the Company.

“Allottees” Such persons whose application for the Company’s unissued Shares has been accepted by the Company and notice of allotment duly sent to him.

“Auditors” Means the auditors of the Company for the time being.

“Authorised Nominee” A person who is authorised to act as nominee as specified under the Rules.

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“Beneficial Owner” In relation to Deposited Securities, means the ultimate owner of the Deposited Securities who is the person who is entitled to all rights, benefits, powers and privileges and is subject to all liabilities, duties and obligations in respect of, or arising from, the Deposited Securities and does not include a nominee of any description.

“Board” or “Board of Directors”

Means the board of directors of the Company for the time being.

“Books Closing Date” The specified time and date set by the Company for the purpose of determining persons entitled to dividends, interest, or new securities, or other distributions or rights of holders of its securities.

“Central Depositories Act”

The Securities Industry (Central Depositories) Act 1991 and every statutory modification or re-enactment thereof for the time being in force.

“Company” Yinson Holdings Berhad (Company No. 259147-A)

“Constitution” or “these Presents”

The Constitution of the Company as constituted by this document, or as altered from time to time by a special resolution.

“Convertible Securities” Securities which are convertible or exercisable by the holder, or automatically, by their terms of issue, into shares or stocks.

“Deposited Securities” The securities in the Company standing to the credit of a Securities Account of a Depositor and includes such securities in the Company in a Securities Account that is in suspense, which has and shall have the meaning as given in Section 2 of the Central Depositories Act for the time being in force.

“Depositor” A holder of a Securities Account.

”Depository” Bursa Malaysia Depository Sdn Bhd.

“Directors” Means the directors of the Company for the time being (inclusive of alternate or nominee directors).

“Event of Transmission” Means the death, bankruptcy or insolvency of a Member or debenture holder which would result in the Member or debenture holder being unable to remain as the registered holder of a share or debenture or such other transmission by operation of law.

“General Meeting” Means a meeting of Members of the Company.

“Jumbo Certificate” A certificate which is registered in the name of the Depository or its nominee company, as nominee for Depositors in such denominations as requested by the Depository or its nominee company from time to time.

“Listing Requirements” The Main Market Listing Requirements of Bursa Malaysia Securities Berhad including any amendment thereto that may be made from time to time.

“Market Day” A day on which the stock market of the Exchange is open for trading in securities.

“Member / Members” Any person/persons for the time being holding shares in the Company and whose names appear in the Register of Members (except the Bursa Malaysia Depository Sdn. Bhd.) including Depositors who shall be treated as if he was a member pursuant to Section 35 of the Central Depositories Act but excludes the Depository in its capacity as a bare trustee.

“Month” Calendar month.

“Office” The registered office of the Company for the time being.

“Officer” Means any Director, Secretary or employee of the Company.

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“Officer” Means any Director, Secretary or employee of the Company.2

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“prescribed Securities” Securities prescribed by the Exchange to be deposited with the Depository under and in accordance with Section 14 of the Central Depositories Act.

“Record of Depositors” A record provided by the Depository to the Company under Chapter 24 of the Rules.

“Register of Members” The Register of Members to be kept pursuant to the Act and where context requires includes Record of Depositors.

“Representative of Member”

Includes any of the following persons:

(a) Representative appointed by a corporation or a limited liability partnership which is a Member; or

(b) Attorney appointed by the Member by a power of attorney.

“Rules” The Rules of the Depository, including any amendment that may be made from time to time.

“Seal” The Common Seal of the Company or in appropriate cases the official seal or duplicate Common Seal.

“Secretary” Any person or persons appointed under Section 236 of the Act to perform the duties of Secretary of the Company and shall include any person or persons entitled to perform the duties of Secretary either temporarily or otherwise.

“Securities” Has the meaning given in Section 2(1) of the Capital Markets and Services Act 2007.

“Securities Account” Means an account established by the Depository for a Depositor for the recording of deposit of securities and for dealings in such securities by the Depositor.

“Securities Commission” Means the Securities Commission Malaysia established under Section 3 ofthe Securities Commission Malaysia Act 1993.

“Shareholder” Means a holder of one or more share(s) in the Company.

“Shares” Ordinary shares of the Company.

“The Exchange” Bursa Malaysia Securities Berhad and such other stock exchange if any upon which the shares of the Company may be listed and quoted.

INTERPRETATION

8. (A) “In writing” and “written” shall include printing, lithography and other modes of representing or reproducing words in a visible form.

(B) “Dividend” shall include bonus.

(C) “Paid up” shall include credited as paid up.

(D) Words denoting the singular number shall include the plural and vice versa.

(E) Words denoting the masculine gender shall include the feminine and neuter gender.

(F) Words denoting persons shall include corporations.

(G) Unless the contexts require otherwise, other words and expressions contained in these Presents shall bear the same meaning as in the in the Act when these Presents become effective and binding on the Company.

The headnotes are inserted for convenience of reference only and shall not affect the interpretation and construction of the provision in this Constitution.

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The headnotes are inserted for convenience of reference only and shall not affect the interpretation and construction of the provision in this Constitution. 3

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CLASSES OF SHARES

9. (A) The share capital of the Company is its issued share capital. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions, or restrictions as to dividends, capital, voting or otherwise.

(B) (i) The Company may also allot preference shares or convert any issued shares into preference shares.

(ii) Without prejudice to any special rights previously conferred on the holders of any shares or class of shares already issued, any shares in the Company (whether forming part of the original capital or not) may be issued with or have attached thereto such preferred, deferred or other special rights, or such restrictions, whether in regard to dividend, return of capital, voting or otherwise, as the Company may from time to time by ordinary resolution determine, provided that:

(1) the holders of preference shares shall have the same rights as the holders of ordinary shares as regards receiving notices, reports and audited accounts and attending General Meetings. The holders of a preference shares must be entitled to a return of capital in preference to holders of ordinary shares when the Company is wound up. Preference shareholders shall only have the right to vote in each of the following circumstances:

(a) when the dividend or part of the dividend on the shares is in arrears for more than six (6) months;

(b) on a proposal to reduce the Company’s share capital;

(c) on a proposal for the disposal of the whole of the Company’s property,business and undertaking;

(d) on a proposal that affects rights attached to the preference shares;

(e) on a proposal to wind up the Company; and

(f) during the winding up of the Company.

(iii) The Company shall not without the consent of the existing preference shareholders at a class meeting or pursuant to Clause 9 hereof issue further preference capital ranking in priority to preference shares already issued but may issue preference shares ranking equally therewith.

(iv) Subject to the Act, any preference shares may be issued on the terms that they are, or at the option of the Company are liable, to be redeemed.

(v) The repayment of preference share capital other than redeemable preference shares, or any other alteration of preference shareholder rights, may only be made pursuant to a special resolution of the preference shareholders concerned, PROVIDED ALWAYS that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths (3/4) of the preference shares concerned within two (2) months of the meeting, shall be as valid and effectual as a special resolution carried at the General Meeting.

10. The Company may, subject to, and in accordance with the Act, Listing Requirements, Central Depositories Act, the Rules, regulations, orders and guidelines governing purchase of own shares by listed companies as set out by the Exchange made pursuant to the Act, the conditions, restrictions and limitations expressed in this Constitution, the requirements of the Exchange and any other relevant authority, purchase its own shares.

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MODIFICATION OF RIGHTS

11. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of seventy-five per centum (75%) of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. To every such separate meeting the provisions of this Constitution relating to General Meeting shall mutatis mutandis apply so that the necessary quorum shall be two (2) persons at least holding or representing by proxy at least one-third (1/3) of the number of issued shares of the class (excluding any shares of that class held as treasury shares) (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those persons who are present shall be a quorum) and that any holder of shares of the class present in person or by proxy may demand a poll. To every such special resolution the provisions of Section 292 of the Act shall apply with such adaptations as are necessary.

12. The special rights conferred upon the holders of any shares or class of shares issued with preferred or other special rights shall not unless otherwise expressly provided by the terms of issue of such shares be deemed to be modified by the creation or issue of further shares ranking pari passu therewith.

ISSUE OF SECURITIES

13. (A) Subject to the provisions of the Act, the Central Depositories Act, Listing Requirements and the Rules, the Company shall allot and/or issue Securities, despatch notices of allotment to the successful Allottees and make an application for the quotation of such Securities within the stipulated time frame as may be prescribed by the Exchange.

(B) Save and except where it is specifically exempted from compliance with Section 38 of the Central Depositories Act, all new issues of shares or Securities for which listing is sought shall be made by way of crediting the Securities Accounts of the Allottees with such shares and Securities, and for this purpose, the Company shall notify the Depository of the names of the Allottees and all such particulars required by the Depository, to enable the Depository to make the appropriate entries in the Securities Accounts of such Allottees.

(C) The Company shall cause or authorise its Registers to instruct Depository to cause the Securities Accounts of the Allottees be credited with additional Securities but until after it has filed with the Exchange an application for admission of such additional securities and been notified by the Exchange that they have been authorised for listing.

(D) The Depository or its nominee company shall be entitled to receive Jumbo Certificates in denominations requested by the Depository or its nominee company for Securities that are Deposited Securities which shall be issued in accordance with the Central Depositories Act and the Rules. If the Depository or its nominee company shall require more than one Jumbo Certificate in respect of the Securities that are Deposited Securities, it shall pay such fee as the Directors may from time to time determine and which the Company may be permitted to charge by law plus any stamp duty levied by the Government from time to time.

(E) Every certificate shall be issued under share seal, as hereinafter provided, and shall specify the number of shares to which it relates and the amount paid up thereon.

(F) Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares and subject to the provisions of these Presents, the Act, any applicable laws, and the provisions of any resolution of the Company, the Board may issue, allot or otherwise dispose of such shares to such persons at such price, on such terms and conditions, with such preferred, deferred or other special rights and subject to such restrictions and at such times as the Board may determine but the Board in making any issue of shares shall comply with the following conditions:

(i) No shares be issued at a discount except in compliance with the provisions of Section 79 of the Act and the Listing Requirements.

(ii) In the case of shares offered to the public for subscription, the amount payable on application on each share shall not be less than five per cent (5%) of the offer price of the share.

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(iii) In the case of shares other than ordinary shares, no special rights shall be attached until the same have been expressed in this Constitution and in the resolution creating the same.

(iv) No issue of shares shall be made which will have the effect of transferring a controlling interest in the Company to any person or corporation without the prior approval of the Members of the Company in General Meeting.

(v) No Director shall participate in a share issuance scheme of the Company unless the Members in General Meeting have approved of the specific allotment to be made to such Director.

(G) Subject to any direction to the contrary that may be given by the Company in General Meeting, all new shares or other convertible Securities shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the Company of General Meetings in proportion as nearly as the circumstances admit, to the amount of the existing shares or Securities to which they are entitled. The offer shall be made by notice specifying the number of shares or Securities offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares or Securities offered, the Directors may dispose of those shares or Securities in such manner as they think most beneficial to the Company. The Directors may likewise also dispose of any new share or Security which (by reason of the ratio which the new shares or Securities bear to shares or Securities held by persons entitled to an offer of new shares or Securities) cannot, in the opinion of the Directors, be conveniently offered under this Constitution.

14. The Company (or the Directors on behalf of the Company) may exercise the powers of paying commissions conferred by Section 80 of the Act, provided that the commission paid or agreed to be paid shall not exceed ten per cent (10%) of the price at which the shares in respect of which the commission is paid are issued and shall be disclosed in the manner required by that Section. The Company (or the Directors on behalf of the Company) may on any issue of shares pay such brokerage as may be lawful.

15. If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period, the Company (or the Directors on behalf of the Company) may, subject to the conditions and restrictions prescribed by Section 130 of the Act, pay interest or returns on the amount of such share capital as is for the time being paid up and may charge the same to share capital as part of the cost of construction of the works, buildings or plant. Capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits.

16. Except as authorised by law and as provided under the Rules, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or recognise any equitable, contingent, future or partial interest in any share or (except only as by these Presents otherwise provided) any interest in any fractional part of a share or any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

17. Subject to the provisions of the Act, the Central Depositories Act and the Rules, if any share certificates shall be defaced, worn out, damaged, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity, if required being given by the Depository as the Directors of the Company shall require, and (in case of defacement, wearing out or damage) on delivery up of the old certificate, and in any case on payment of such sum not exceeding RM3.00 or such other sum as may be prescribed by the Exchange. In case of the destruction, loss or theft of a share certificate, Depository shall also bear the loss and pay to the Company all expenses incidental to the investigation by the Company of such destruction, loss or theft.

LIEN ON SHARES

18. (A) The Company shall have a first and paramount lien on every share (not being a fully paid share) for:

(i) any amount due or unpaid in respect of the share which has been called or is payable at a fixed date and/or time;

(ii) all amounts that the Company may be called on by law to pay in respect of the share; and/or

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(iii) any reasonable interest in respect of the unpaid amounts on the share and reasonable expenses incurred by the Company in respect of receiving unpaid amounts on the share.

(B) The Company’s lien, if any, on a share extends to all dividends payable in respect of the share which may be retained and applied towards the satisfaction of any or all amounts due to the Company in respect of which the lien exists.

(C) The Directors may at any time declare a share to be wholly or partly exempt from Clauses 18(A) or (B), or both.

(D) No person is entitled to exercise any rights or privileges as a Member until the Member has paid all calls, instalments of calls and other moneys (including interest and expenses) for the time being payable in respect of which the lien exists.

(E) The registration of a transfer of a share approved by the Directors shall operate as a waiver of the Company’s lien over the share.

19. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of intention to sell in default, shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

20. To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and the Directors shall not be bound to see to the application of the purchase money, and the title of the purchaser to the shares sold shall not be affected by any irregularity or invalidity in the proceedings in reference to the sale.

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale or his executors, administrators or assignees or as he directs.

CALLS ON SHARES

21. (A) The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares, PROVIDED that (except as otherwise fixed by the terms of issue) no call on any share shall exceed one-fourth (1/4) of the issued price of the share or be payable at less than thirty (30) days from the date fixed for the payment of the last preceding call; and each Member shall (subject to his being given at least fourteen (14) days’ notice specifying the date,time and place of payment) pay to the Company the amount called on his shares.

(B) A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and such resolution may authorise the call to be made by instalments.

(C) The joint holders of a share shall be jointly and severally liable to pay all calls in respect of their shares.

(D) A call may be revoked or postponed as the Directors may determine.

22. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest or compensation on that sum from that day to the time of actual payment at a rate not exceeding eight per cent (8%) per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

23. Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date, shall be deemed to be a call duly made and payable on the date on which, by the terms of issue, the shares becomes payable and in the case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

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24. The Directors may, on the issue of shares, differentiate between the holders in the amount of calls to be paid and in the times of payment.

25. The Directors may, if they think fit, receive from any Members all or any part of the monies uncalled and unpaid upon the shares held by such Member, and upon receipt of all or any of the monies so advanced, the Company may (until the same would, but for such advance become presently payable) pay interest or return at a rate, not exceeding (unless the Company in General Meeting shall otherwise directs) eight per cent (8%) per annum, as may be agreed upon between the Directors and the Member paying the sum in advance (unless the Company in a General Meeting otherwise directs). Such capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits.

TRANSFER OF SHARES

26. (A) The transfer of any listed Security or class of listed Security of the Company, shall be by way of book entry by the Depository in accordance with the Rules and, notwithstanding Sections 105, 106 and 110 of the Act, but subject to Section 148(2) of the Act and any exemption that may be made from compliance with Section 148(1) of the Act, the Company shall be precluded from registering and effecting any transfer of the listed Securities.

(B) Subject to the provisions of this Constitution, the Central Depositories Act and the Rules, any transfer of shares may be effected by an instrument in writing and in the form approved by the Act, the Exchange and the Rules, where applicable, and shall be presented to the Depository with such evidence, if any, as the Depository may require to prove the title of the intended transferor and that the reason for the transfer shall fall within the approved reasons as stipulated under the Rules.

(C) A fee of such sum as shall from time to time be fixed by the Depository may be charged for each transfer subject to the provisions of the Central Depositories Act and the Rules.

27. Subject to the provisions of this Constitution, the Act, the Central Depositories Act and the Rules, the instrument of transfer of a share wherever applicable shall be executed by the relevant parties as may be provided thereof and the transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register of Members in respect thereof.

28. (A) The Directors may decline or delay to register any transfer of shares within thirty (30) days from the receipt of the instrument of transfer if:

(i) the shares are not fully paid shares;

(ii) the Directors passed a resolution with full justification to refuse or delay the registration of transfer;

(iii) the Company has a lien on the shares; and/or

(iv) the Shareholder fails to pay the Company an amount due in respect of those shares, whether by way of consideration for the issue of the shares or in respect of the sums payable by the Shareholder in accordance with this Constitution.

(B) Where applicable, the Company shall send a notice of the resolution referred to in Clause 28(A) to the transferor and transferee, within seven (7) days of the resolution being passed by the Directors.

29. (A) There shall be no restriction on the transfer of fully paid Securities except where required by law.

(B) The Depository may, in its absolute discretion, refuse to effect any transfer of Deposited Securities which does not comply with the Central Depositories Act and the Rules.

30. On giving at least fourteen (14) days’ notice to the Registrar of Companies to close the Register of Members or register of debenture holders, the Company may close the Register of Members or register for any class of Members or register of debenture holders (“Registers”) for the purpose of updating the Registers. The registration of transfer may be suspended at such time and for such period as the Directors may from time to time determine, provided that no part of the relevant Register(s) be closed for more than thirty (30) days in aggregate in any calendar year.

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TRANSMISSION OF SHARES

31. Where:

(A) the Securities of the Company are listed on another stock exchange; and

(B) the Company is exempted from compliance with Section 14 of the Central Depositories Act or Section 29 of the Securities Industry (Central Depositories) (Amendment) Act 1998, as the case may be, under the Rules in respect of such Securities,

the Company shall, upon request of a Securities holder, permit a transmission of Securities held by such Securities holder from the register of holders maintained by the registrar of the Company in the jurisdiction of the other stock exchange to the register of holders maintained by the share registrar of the Company in Malaysia and vice versa provided that there shall be no change in the ownership of such Securities.

32. In case of the death of a Member or debenture holder, the only persons recognised by the Company as having any title to the interest of the deceased Member or debenture holder in the shares or debentures shall be:

(A)

(B)

the survivor(s), where the deceased Member or debenture holder was a joint holder; and

the legal personal representatives or administrator(s) of the deceased Member or debenture holder, where the deceased Member or debenture holder was a sole holder,

but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.

33. Any person becoming entitled to a share or debenture in consequence of an Event of Transmission may, upon such evidence being produced as may from time to time be properly required by the Depository and/or the Directors, and subject as hereinafter provided, elect either to be registered himself as holder of the share or debenture or to have some other person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company and/or Depository a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election by executing a transfer of such share or debenture to that person.

All limitations, restrictions and provisions of this Constitution relating to the rights to transfer and the registration of transfer of shares or debentures shall apply to any notice or transfer of shares or debentures as if the Event of Transmission had not occurred and the notice or transfer were a transfer signed by that Member or debenture holder.

34. (A) Upon an Event of Transmission and the receipt by the Company of the relevant notification as required under the Act and/or the Rules together with such documentary evidence as required by the Directors and/or Depository from the person who is entitled to the title to the relevant shares or debentures, the Company shall register the person as a Shareholder or debenture holder of the Company within sixty (60) days from its receipt of the notification (together with the required documentary evidence) or such period as specified by the Depository.

(B) The registration of transmission of shares or debentures under Clause 32(B) shall entitle the registered holder to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting or otherwise), as the registered holder would have been entitled to if the registered holder had not suffered an Event of Transmission.

(C) Where two (2) or more persons are jointly entitled to any shares or debentures in consequence of the death of the registered holder, they shall, for the purpose of this Constitution, be deemed to be joint holders of the shares or debentures.

35. Fees may be charged by the Depository in respect of the registration of any instrument of transfer or probate or letters of administration or notice in lieu of power of attorney or other document relating to or affecting the title to any share or otherwise for making an entry in the Register of Members affecting the title to any share but only to the extent permitted by law and the Exchange governing the Register of Members upon which such share is registered.

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FORFEITURE OF SHARES

36. If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter whilst any part of such call or instalment remains unpaid, serve a notice on him requiring payment of the amount unpaid, together with any interest at such rate not exceeding eight per cent (8%) per annum as the Directors shall determine, which may have accrued.

37. The notice shall state a further day (not being less than fourteen (14) days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that, in the event of non-payment or before the date and at the place appointed, the shares on which the call was made will be liable to be forfeited.

38. If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may, at any time thereafter before payment of all calls, interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

39. Any shares and dividends so forfeited shall be deemed to be the property of the Company. A forfeited share may be either sold or disposed of to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the Directors shall think fit. The forfeiture may be cancelled on such terms as the Directors think fit at any time before a sale or disposition of the forfeited shares.

40. A Member whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of the shares together, with interest or compensation at the rate of eight per cent (8%) per annum from the date of forfeiture until the Company receives payment in full of all such monies in respect of the shares but the Directors shall be at liberty to waive payment of such interest wholly or in part.

41. A statutory declaration in writing that the declarant is a Director or the Secretary of the Company, and that a share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares, and such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale or disposition of the share shall constitute a good title to the share, and the person to whom the share is sold or disposed of shall be registered as the holder thereof, and his title to the share shall not be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or disposal of the share. If any share is forfeited and sold, any residue after the satisfaction of the unpaid calls and accrued interest and expenses, shall be paid to the person whose shares have been forfeited, or his executors, administrators or assignees or as he directs.

CONVERSION OF SHARES INTO STOCK

42. The Company may by special resolution passed at a General Meeting convert any paid-up shares into stock, and re-convert any stock into paid-up shares in accordance with Sections 84(1)(b) and 86 of the Act.

43. (A) The stockholders may transfer their stock or any part thereof in the same manner as the transfer of shares from which the stock arose may, before the conversion, have been transferred or be transferred in the closest manner as the circumstances allow.

(B) The Directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum.

44. The stockholders shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding up, voting at meetings and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage except participation in the dividends and profits of the Company and in the assets on a winding up shall be conferred by any such part of stock which would not, if existing shares have conferred that privilege or advantage.

45. For the purpose of these Presents as are applicable to paid-up shares shall apply to stock, and the words “share” and “Shareholder” therein shall include “stock” and “stockholder”.

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ALTERATION OF CAPITAL

46. The Company in General Meeting may from time to time by ordinary resolution increase its capital by such number of shares and the terms and conditions of the issue, as the resolution shall prescribe.

47. (A) The Company may from time to time by special resolution and subject to other applicable laws or requirements:

(i) consolidate and divide all or any of its share capital, the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided share is derived;

(ii) subdivide its shares or any of them into shares, whichever is in the subdivision; the proportion between the amount paid and the amount, if any, unpaid on each subdivided share shall be the same as it was in the case of the share from which the subdivided share is derived;

(iii) cancel shares which, at the date of the passing of the resolution in that regard, have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled or in such other manner allowed by law; or

(iv) subject to the provisions of the Act, convert any class of shares into any other class of shares.

(B) The Company may also by a special resolution reduce its share capital in such manner permitted by law, and (where applicable) subject to the relevant required approvals being obtained.

CONVENING OF GENERAL MEETINGS

48. (A) The Company shall hold an Annual General Meeting in every calendar year pursuant to Section 340 of the Act to transact the following ordinary business:

(i) The laying of audited financial statements and the reports of the Directors and Auditors;

(ii) The proposal of dividend (if any);

(iii) The election and re-election of Directors and the fixing of the fees and benefits of the Directors;

(iv) The appointment of Directors and the fixing of the fees and benefits of the Directors; and

(v) The appointment or re-appointment of Auditors and the fixing of the remuneration of the Auditors;

(B) All businesses, including any resolution or other business of which notice is given in accordance with the Act or this Constitution (except for Clause 48(A)) shall be special that is transacted at an Annual General Meeting and also that is transacted at other General Meeting.

(C) Subject to Clause 48, all meetings of Members shall be called General Meeting.

(D) The Board:

(i) may, whenever it thinks fit, convene a meeting of the Members, and

(ii) shall convene a General Meeting on the request of the Members pursuant to Section 311 of the Act.

(E) A General Meeting may be requisitioned by:

(i) any Member(s) holding at least ten per cent (10%) of the issued and paid-up share capital of the Company pursuant to Section 310(b) and 311(3)(a) of the Act; or

(ii) any of the Members representing more than one half of the total voting rights of all of theMembers who requisitioned the General Meeting pursuant to Section 313(1) of the Act.

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(D) The Board:






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(D) The Board:






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(D) The Board:






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(D) The Board:






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(D) The Board:






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(D) The Board:






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NOTICE OF GENERAL MEETINGS

49. (A) A notice of a General Meeting must specify the following:

(i) the place, date and time of the General Meeting;

(ii) the general nature of the business of the General Meeting; and

(iii) the text of any proposed resolution and other information as the Directors think fit

(B) The notices convening General Meetings shall specify the place, day and hour of the General Meeting, and shall be given to all shareholders at least fourteen (14) clear days before the General Meeting or at least twenty-one (21) clear days before the General Meeting where a special resolution is to be proposed or where it is an Annual General Meeting. Any notice of a General Meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least fourteen (14) clear days’ notice or twenty-one (21) clear days’ notice in the case where any special resolution is proposed or where it is the Annual General Meeting, of every such meeting shall be given by advertisement in at least one (1) nationally circulated Bahasa Malaysia or English daily newspaper and in writing to each stock exchange upon which the Company is listed.

(C) The notice of General Meeting shall exclude the date of issuing the notice and the date of the General Meeting.

(D) If the General Meeting is to be held in two (2) or more places, the notice of the General Meeting shall specify the technology or method that will be used to facilitate the General Meeting.

(E) The main venue of the General Meeting shall be in Malaysia and the chairperson shall be presentat that main venue of the General Meeting.

(F) The Company shall request the Depository in accordance with the Rules, to issue a Record of Depositors to whom notices of General Meetings shall be given the Company.

(G) The Company shall also request the Depository in accordance with the Rules, to issue a Record of Depositors, as at a date not less than three (3) market days before the General Meeting (hereinafter referred to as “the General Meeting Record of Depositors”).

(H) Subject to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations 1996 (where applicable), a depositor shall not be regarded as a Member entitled to attend any General Meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors.

50. (A) An Annual General Meeting may be called by a notice shorter than the period referred to in Clause 49(B) if so agreed by all the Members entitled to attend and vote at the General Meeting.

(B) A General Meeting, other than an Annual General Meeting and a General Meeting for passing of a special resolution, may be called by a notice shorter than the period referred to in Clause 49(B) if so agreed by a majority in the number of the Members who collectively hold not less than ninety-five per cent (95%) of the total number of shares giving the rights to attend and vote at the General Meeting, excluding any shares in the Company held as treasury shares.

51. Every notice of meeting shall state with reasonable prominence that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote instead of him and that a proxy need not be a Member and shall also specify the place at which the instrument of proxy is to be deposited.

52. The accidental omission to give notice of any meeting to or the non-receipt of the notice by any person shall not invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

53. No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two (2) Members present in person and entitled to vote shall be a quorum for all purposes. For the purposes of this Clause, “Member” includes a person attending as a proxy or by Representative of Member.

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54. If within half an hour after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of or by Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if that day be a public holiday, then the next business day following that public holiday) at the same time and place, or such other date, time or place as the Directors may by not less than fourteen (14) days’ notice appoint, and if at such adjourned meeting a quorum is not present within fifteen (15) minutes after the time appointed for holding the meeting, themeeting shall be dissolved.

55. The Chairman of the Board of Directors (or if he is absent or unable to act or there is no Chairman), the Managing Director shall preside as chairman at the General Meeting. If neither Chairman nor Managing Director are present within fifteen (15) minutes after the time appointed for holding the meeting or is unwilling to act as Chairman, the meeting shall choose other Director present to be Chairman, and if no Director is present of if all the Directors present decline to take the chair, the meeting shall choose one of the Members present to be Chairman.

56. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When such meeting is adjourned for twenty-one (21) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

57. Any resolution set out in the notice of any General Meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any General Meeting shall be voted on by poll.

58. Subject to any express requirement of the Listing Requirements, at any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(A) by the Chairman; or

(B) by at least three (3) Members present in person or by proxy and entitled to vote; or

(C) by any Member or Members present in person or by proxy and representing not less than one-tenth (1/10) of the total voting rights of all the Members having the right to vote at the meeting; or

(D) by a Member or Members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting and being shares on which an aggregate sum has been paid up equal to not less than one-tenth (1/10) of the total sum paid up on all the shares conferring that right.

Unless a poll is so demanded, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost, and an entry to that effect in the minute book, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

59. A poll shall be taken in such manner and either forthwith or after an interval or adjournment or otherwise as the chairman directs and the result of the poll shall be the resolution of the meeting at which the poll was taken.

The Company shall appoint at least one (1) scrutineer for the purposes of a poll in accordance with the applicable laws, and may, in addition to the power of adjourning meetings contained in Clause 56hereof adjourn the meeting to some place and time fixed for the purpose of declaring the result of the poll.

The poll may be conducted manually using voting slips or electronically using various forms of electronic voting devices. Such votes shall be counted by the poll administrator, and verified by the scrutineer(s), as may be appointed by the Company for the purpose of determining the outcome of the resolution(s) to be decided on poll. Any vote cast by way of electronic polling shall also be constituted a vote by the Members or proxies or corporate representatives, for all purposes of this Constitution.

60. A poll demanded on the election of the chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the chairman directs.

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61. In the case of an equality of votes, the chairman of the meeting shall be entitled to a further or casting vote.

VOTES OF MEMBERS

62. (A) Subject to Clause 49, every Member shall be entitled to be present and to vote at any General Meeting either personally or by proxy in respect of any share or shares upon which all calls due to the Company have been paid and shall be entitled to appoint any person or persons as proxy to attend and vote instead of the Member at the meeting, a proxy or proxies duly appointed to attend and vote at a meeting of the Company shall have the same rights as the Member to speak at the meeting.

(B) Subject to any special rights or restrictions as to voting for the time being attached to any shares or classes of shares, on a show of hands every Member who is present in person or by proxy shall have one vote, and on a poll every Member who is present in person or by proxy shall have one vote for every share of which he is the holder. A proxy shall be entitled to vote on a show of hands on any question at any General Meeting PROVIDED:

(i) A Member shall not be entitled to appoint more than two (2) proxies to attend and vote at a meeting of the Company instead of him.

(ii) Where a Member appoints two (2) proxies, he shall specify the proportion of his holdings to be represented by each proxy.

(iii) In the case of joint holders, the joint holders shall be considered as one (1) Member.

(C) If the capital of the Company consists of shares of different monetary denominations, voting rights shall be prescribed in such manner that each unit of capital in each class, when reduced to a common denominator, shall carry the same voting power when such right is exercisable.

(D) (i) Where a Member of the Company is an authorised nominee as defined under the Central Depositories Act, it may appoint not more than two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

(ii) Where a Member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one Securities Account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

(iii) Where an authorised nominee appoints two (2) proxies, or where an exempt authorised nominee appoints two (2) proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

63. For the purposes of Clause 62(B), if the joint holders purport to exercise the power to vote in the same way, the power is treated as exercised in that way. If the Joint Holders do not purport to exercise the power in the same way, the power is treated as not exercised.

64. For the purposes of Clause 62(B), when a corporate Member appoints more than one (1) representative, if its representatives purport to exercise the power to vote in the same way, the power is treated as exercised in that way. If the representatives do not purport to exercise the power in the same way, the power is treated as not exercised.

65. Any corporation which is a Member of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at a particular meeting or at all meetings of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company.

66. A Member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental disorder may vote, whether on a show of hands or on a poll, by his committee or by such other person as properly as the management of his estate and any such committee or other person may vote by proxy or attorney.

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67. Any person entitled under the transmission Clause of this Constitution to transfer any shares may vote at any General Meeting in respect thereof in the same manner as if he was the registered holder of such shares, PROVIDED that at least forty-eight (48) hours before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof.

68. No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently payable by the Member in respect of shares in the Company have been paid.

69. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

70. On a poll, votes may be given either personally or by proxy. A Member entitled to more than one (1) vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

71. The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an officer or attorney so authorised. A proxy may, but need not, be a Member of the Company. There shall be no restriction as to the qualification of the proxy.

72. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening the meeting not less than forty-eight (48) hours before the time set for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in the case of a poll not less than twenty-four (24) hours before the time appointed for taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution. A cable from any authorised place where proxies have been lodged addressed to the Secretary at the Office or place appointed for the holding of the meeting or taking of the poll and setting out details of the instruments of proxy deposited at such authorised place shall, if received prior to the commencement of the meeting or the taking of the poll, be prima facie evidence thereof and the person named in the proxy shall, in voting be entitled to reply on the contents of such a cable.

73. An instrument of proxy may be in any common form or in any other form which the Directors shall approve and need not be witnessed. Any form of proxy issued by the Company shall be so worded that a Member may direct his proxy to vote either for or against any of the resolutions to be proposed. The proxy shall be deemed to include the right to demand, or join in demanding, a poll. Unless the contrary is stated thereon an instrument appointing a proxy, whether in the usual common form or not, shall be valid as well for any adjournment of the meetings as for the meeting to which it relates.

74. A vote given in accordance with terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, PROVIDED that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Secretary before the commencement of the meeting or adjourned meeting at which the proxy is used.

DIRECTORS

75. The first Directors of the Company were:

(A) Lim Han Weng(B) Bah Kim Lian (f)

76. All the Directors of the Company shall be natural persons and, until otherwise determined by the Company in General Meeting, the number of Directors including a Managing Director shall not be less than two (2) nor more than twelve (12).

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77. (A) The remuneration of the Directors, who hold no executive office with the Company, for their services as Directors shall be determined by the Company by ordinary resolution at a General Meeting. If the remuneration of each such Non-Executive Director is not specifically fixed by the Company in General Meeting then the quantum of remuneration to be paid to each Non-Executive Director, within the overall limits fixed by the Company in General Meeting, shall be decided by resolution of the full Board of Directors. In default of any decision being made in this respect by the full Board of Directors, the remuneration payable to the Non-Executive Directorsshall be divided equally amongst them and such a Director holding office for part only of a year shall be entitled to a proportionate part of a full year’s remuneration. The Non-Executive Directors shall be paid by a fixed sum and not by a commission on or a percentage of profits or turnover.

(B) Fees payable to Directors shall not be increased except pursuant to a resolution passed at a General Meeting, where notice of the proposed increase has been given in the notice convening the meeting.

(C) Executive Directors of the Company shall be remunerated in the manner referred to in Clause 94 but such remuneration shall not include a commission on or a percentage of turnover.

78. Any Director who by request of the Board serves on any committee or performs special services for any purposes of the Company may be paid such extra remuneration by way of salary or otherwise (subject to any other provisions of these Presents) as the Board may determine. Any extra remuneration payable to a Non-Executive Director shall not include a commission on or a percentage of profits or turnover whilst the extra remuneration to an Executive Director shall not include a commission on or a percentage of turnover. All the Directors shall also be entitled to be repaid by the Company all such reasonable travelling (including hotel and incidental) expenses as they may incur in attending meetings of the Board or committees of the Board or General Meetings or otherwise in or about the business of the Company.

79. A Director shall not require a share qualification but nevertheless shall be entitled to attend and speak at any General Meeting of, and at any separate meeting of, the holders of any class of shares in the Company.

80. The office of a Director shall be vacated in any of the following events, namely if he –

(A) (not being a Managing Director holding office as such for a fixed term) resigns his office by notice in writing to the Company at the Office;

(B) Becomes bankrupt or compounds with his creditors;

(C) has retired in accordance with the Constitution but is not re-elected;

(D) is removed from office in accordance with the Act or the Constitution of the Company;

(E) becomes disqualified from being a Director under Sections 198 or 199 of the Act;

(F) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to Mental Health Act 2001;

(G) if he is absent from more than 50% of the total board of directors’ meeting during a financial year unless the Board accepts the reason(s) provided by him for his absence subject always to a procurement of waiver from compliance with the Listing Requirements is obtained from the Exchange;

(H) dies; or

(I) is so removed by ordinary resolution at a General Meeting.

81. (A) Other than the office of Auditors, a Director may hold any other office or place of profit under the Company and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine.

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(B) No Director or intending Director shall be disqualified by his office from contracting or propose to contract or arranging with the Company either as vendor, purchaser or otherwise, nor shall any such contract or proposed contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or propose to contract or arranging or being so interested be liable to account to the Company for any profit realised by any such contract or proposed to contract or arrangement by reason of such Director holding that office, or of the fiduciary relation thereby established, but the nature of his interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or proposed contract or arrangement is first taken into consideration or, if the Director was not at the date of that meeting interested in the proposed contract or arrangement, then at the next meeting of the Directors held after he became so interested or, in a case where the Director becomes interested in a contract or proposed to contract or arrangement after it is made, at the first meeting of the Directors held after he becomes so interested. Provided nevertheless, that subject to any other provisions of these Presents, a Director shall not as a Director vote in respect of any contract or proposed contract or arrangement in which he is so interested, directly or indirectly, and if he shall do so his vote shall not be counted, nor shall he be counted in the quorum present at a meeting upon the consideration of a motion concerning any such contract or proposed contract or arrangement, but neither of these prohibitions shall apply to any contract or proposed contract or arrangement for giving to a Director any security or indemnity in respect of money lent by him or obligations undertaken by him for the benefit of the Company.

(C) A general notice in writing which complies with Section 221(4) and (5) of the Act, given to the Directors by any Director shall be deemed to be sufficient declaration of interest in relation to the subject matter of the notice.

82. Any Director may continue to be or become a director, managing director, manager or other officer or member or any other corporation in which the Company may be interest, and no such Director shall be accountable for any remuneration or other benefits received by him as a director, managing director, manager or other officer or member of any such other corporation. The Directors may exercise the voting power conferred by the shares in any other corporation held or owned by the Company, or exercisable by them as directors of such other corporation, in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, managers or other officers of such corporation or voting or providing for the payment of remuneration to the directors, managing directors, managers or other officers of such corporation), and any Director of the Company may vote in favour of the exercise of such voting rights in the manner aforesaid, notwithstanding that he may be, or about to be, appointed a director, managing director, manager or other officer of such other corporation and as such is or may become interested in the exercise of such voting rights in the manner aforesaid, provided always that no Director shall vote (or be counted in the quorum) in respect of a resolution concerning his own appointment.

83. The Directors shall cause to be kept the register of their holdings of shares and debentures of the Company and of its holding company (if any), and of any subsidiaries of the Company or its holding company, required by Section 59 of the Act, and shall render the same available for inspection duringthe period and by the persons therein specified, and shall produce the same at every Annual General Meeting as required by the Section.

POWER OF DIRECTORS

84. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in forming and registering the Company and may exercise all such powers of the Company as are not by the Act or by this Constitution required to be exercised by the Company in General Meeting, subject nevertheless to this Constitution, to the provisions of the Act, and to such regulations, being not inconsistent with this Constitution or such provisions, as may be prescribed by ordinary resolution of the Company in General Meeting, but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if the regulation had not been made. The general powers given by this Clause shall not be limited or restricted by any special authority or power given to the Directors by any other Clause. Any sale or disposal by the Directors of a substantial portion of the Company’s main undertaking or property shall be subject to ratification by shareholders in General Meeting.

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85. The Directors may establish any local boards or agencies for managing any of the affairs of the Company in any part of the world, and may appoint any persons to be member of such local boards, and any managers and agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretion vested in the Directors with power to sub-delegate, and may authorise the members of any local board, or any of them to fill any vacancies therein, and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit. The Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

86. The Directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension, provident or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions allowances or emoluments to, any persons who are or were at any time Directors or officers of the Company or of any such other company as aforesaid and holding or who held any salaried employment or office in the Company or such predecessors or other company and the wives, widows, families and dependents of any such persons, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid Subject always, if the Act shall so require, to particulars with respect thereto being disclosed to the members and to the proposal being approved by the Company by ordinary resolution, a Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emoluments. A Director may be counted in the quorum present at a meeting upon the consideration of a motion in respect of any matter referred to in this Clause and may vote as a Director upon any resolution in respect of any such matter notwithstanding that he is personally interested in such matter but only where such matter is intended to be for the benefit generally of all, or any class or classes, of such employees and servants or former employees or servants (including Directors or other officers) and/or their respective wives, widows, families and dependents.

87. The Directors may by power of attorney under the Seal appoint any corporation, firm or person, or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Presents) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretion vested in him.

88. The Directors may make and vary such regulations as they think fit in respect of the keeping of branch registers of members pursuant to Section 53 of the Act.

89. (A) The Directors may borrow or raise money from time to time for the Company and its subsidiaries or secure the payment of such sums as they think fit and may secure the repayment or payment of such sums by mortgage or charge upon all or any of the property or assets of the Company (both present and future) including its uncalled capital for the time being or by the issue of bonds, notes or debentures (whether at par or at a discount or premium) or otherwise as they may think fit.

(B) The Directors may exercise all the powers of the Company to guarantee the payment of money payable under contracts or obligations of any related company with or without securities.

(C) The Directors shall not borrow any money or mortgage or charge any of the Company or the subsidiaries’ undertaking, property, or any uncalled capital, or to issue debentures and other securities whether outright or as security for any debt, liability or obligation of an unrelated third party.

90. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts or monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

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MANAGING AND EXECUTIVE DIRECTORS

91. The Directors may from time to time appoint one or more of their body to be Managing Director or Managing Directors and any such appointment shall be subject to a term not exceeding three (3) years. A Managing Director or Managing Directors shall be subject to the control of the Board.

92. A director appointed to the office of Managing Director shall while holding that office, be subject to retirement by rotation and shall be taken into account in determining the number of Directors to retire pursuant to Clause 96 of this Constitution but his appointment shall be determined ipso facto if he ceases from any cause to be a Director or (subject to the terms of any contract between him and the Company) if the Directors resolve that his term of office as Managing Director be determined.

93. An Executive Director shall not as such be exempted from retirement by rotation, and his tenure of the office or employment by virtue whereof he is an Executive Director shall not be determined by reason only of his ceasing for any reason to be a Director, but (subject to the terms of any contract between him and the Company) may be determined at any time by resolution of the Directors.

94. Subject to any other provisions of this Constitution, the remuneration of any Managing Director or Executive Director for his services as such shall be determined by the Directors and may be of any description.

95. The Directors may entrust to and confer upon a Managing Director or Executive Director any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit and, in the case of a Managing Director, either concurrently with or to the exclusion of their own powers, and may from time to time revoke, withdraw or vary all or any of such powers.

ROTATION OF DIRECTORS

96. One-third (1/3) of the Directors for the time being or, if their number is not three (3) or a multiple of three (3), the number nearest to but not exceeding one-third (1/3), shall retire from office at each Annual General Meeting and at the same time an election of directors shall take place and PROVIDED further that all Directors shall retire from office once at least in each three (3) years but shall be eligible for re-election. A Director retiring at a meeting shall retain office until the conclusion of the meeting.

97. The Directors to retire in every year shall be those who have been longest in office since their election or appointment but, as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election.

98. The Company at the meeting at which a Director retires in the manner aforesaid shall fill up the vacated office by electing a person thereto and, in default, the retiring Director shall be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill up the vacated office or a resolution for his re-election shall have been put to the meeting and lost.

99. No person not being a retiring Director shall be eligible for election to the office of Director at any General Meeting unless some member intending to propose him has, at least eleven (11) clear days before the meeting, left at the Office a notice in writing duly signed by the nominee, giving his consent to the nomination and signifying his candidature for the office and the intention of such member to propose him; PROVIDED that in the case of a person recommended by the Directors for election, nine (9) clear days’ notice only shall be necessary, and notice of each and every candidature for election to the Board of Directors shall be served on the registered holders of shares at least seven (7) days prior to the meeting at which the election is to take place.

100. The Company in General Meeting may from time to time by ordinary resolution increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office.

101. The Directors shall have power at any time to appoint any other person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with this Constitution. Any Director so appointed shall hold office only until the conclusion of the next following Annual General Meeting and shall be eligible for re-election at such meeting. A Director retiring under this Clause shall not be taken into account in determining at such meeting the Directors or the number of Directors to retire by rotation at such meeting.

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101. The Directors shall have power at any time to appoint any other person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or in accordance with this Constitution. Any Director so appointed shall hold office only until the conclusion of the next following Annual General Meeting and shall be eligible for re-election at such meeting. A Director retiring under this Clause shall not be taken into account in determining at such meeting the Directors or the number of Directors to retire by rotation at such meeting. 19

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102. Except as otherwise authorised by Section 203 of the Act, the election or appointment of any person proposed as a Director shall be effected by a separate resolution and a single resolution purporting to elect or appoint two (2) or more persons to be Directors shall be ineffective and void.

103. Without prejudice to the provisions of Section 206 of the Act, the Company may by ordinary resolution remove any Director before expiration of his period of office, and may by an ordinary resolution appoint another person in his place. The person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he was appointed was last elected or appointed a Director.

PROCEEDINGS OF DIRECTORS

104. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote except where only two (2) Directors form a quorum or are competent to vote on the question at issue. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. It shall not be necessary to give notice of a meeting of Directors to any Director for the time being absent from Malaysia.

105. A meeting of the Board of Directors or a Committee appointed by the Board of Directors may be held by means of a video conference or telephone conference or other telecommunications facilities which permits all persons participating in the meeting to communicate with each other. A person so participating shall be deemed to be present in person at such meeting and unless otherwise provided in this Constitution, shall be counted in a quorum and be entitled to vote and the meeting shall be deemed to have been held in Malaysia.

106. The quorum necessary for the transaction of the business of the Directors shall be two (2) unless otherwise determined by the Directors. The Chairman of a meeting at which only such a quorum is present shall not have a casting vote.

For the purpose of determining whether the quorum for the transaction of the business of the Directors exists:

(A) in the case of a resolution agreed by Directors in telephonic communications, all such Directors shall be counted in the quorum; and

(B) in the case of a meeting of Directors, in addition to the Directors present at the meeting, any Director(s) in telephonic communications with such meeting shall be counted in the quorum.

107. The continuing Directors may act notwithstanding any vacancies in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with this Constitution, the continuing Directors may act for the purpose of filling up vacancies in the Board or of summoning General Meetings of the Company, but not for any other purpose, except in an emergency.

108. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but, if no such chairman is elected, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

109. A resolution in writing signed or approved by a majority of Directors being entitled to receive notice of a meeting of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted PROVIDED that where a Director has an alternate, then such resolution mayalso be signed by such alternate. All such resolutions shall be described as “Directors’ Written Resolutions” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by him in the Company’s Minutes Book. Any such resolution may consist of several documents in like form (prepared and circulated by electronic mail or other communication modes), each signed by one (1) or more Directors. Any such document may be accepted as sufficiently signed by a Director if transmitted to the Company by any technology purporting to include a signature and/or electronic or digital signature of the Director.

110. A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all powers and discretion for the time being exercisable by the Directors.

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111. The Directors may delegate any of their powers to committee consisting of such member or members of their body as they think fit. Any such committee shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Directors.

112. The meetings and proceedings of any such committee consisting of two (2) or more members shall be

governed by the provisions of this Constitution regulating the meetings and proceedings of Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Clause.

113. All acts done by any meeting of Directors or of a committee of Directors, or by any person acting as a

Director shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director.

ALTERNATE DIRECTORS 114. A Director may appoint a person to act as his alternate provided that: (A) such person is not a Director of the Company; (B) such person does not act as an alternate for more than one Director of the Company; (C) the appointment is approved by a majority of the other members of the Board; and (D) any fee paid by the Company to the alternate shall be deducted from that Director’s remuneration. 115. An alternate Director shall (except as regards power to appoint an alternate Director and remuneration)

be subject in all respects to the terms and conditions existing with reference to the other Directors and shall be entitled to receive notices of all General Meetings and meetings of the Directors and to attend, speak and vote at any such meeting at which his appointor is not present.

116. (A) An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for

any reason to be a Director otherwise than by retiring and being re-elected at the same meeting.

(B) Every person acting as a substitute for a Director shall be deemed to be an officer of the

Company, shall be responsible to the Company for his own acts and defaults, and shall not be deemed to be the agent of or for the Director appointing him.

117. All appointments and removal of alternate Directors shall be effected by writing signed by the appointor

and left with the Secretary.

AUTHENTICATION OF DOCUMENTS 118. (A)

Any Director or the Secretary or any other person approved by the Board shall have the power to authenticate any documents effecting the Constitution of the Company and any resolution passed by the Company or the Board and any books, records, documents and accounts relating to the business of the Company and to certify copies thereof or extracts therefrom as true copies or extracts.

(B)

A document purporting to be a copy of a resolution of the Board or an extract from the minutes of a meeting of the Directors which is certified as such in accordance with the provisions of Clause 118(A) hereof shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Board.

(C)

A document or proceeding requiring authentication by the Company may be signed by any Director or the Secretary or any other person approved by the Board and need not be made under the Seal.

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111. The Directors may delegate any of their powers to committee consisting of such member or members of their body as they think fit. Any such committee shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Directors.

112. The meetings and proceedings of any such committee consisting of two (2) or more members shall be

governed by the provisions of this Constitution regulating the meetings and proceedings of Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Clause.

113. All acts done by any meeting of Directors or of a committee of Directors, or by any person acting as a

Director shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director.

ALTERNATE DIRECTORS 114. A Director may appoint a person to act as his alternate provided that: (A) such person is not a Director of the Company; (B) such person does not act as an alternate for more than one Director of the Company; (C) the appointment is approved by a majority of the other members of the Board; and (D) any fee paid by the Company to the alternate shall be deducted from that Director’s remuneration. 115. An alternate Director shall (except as regards power to appoint an alternate Director and remuneration)

be subject in all respects to the terms and conditions existing with reference to the other Directors and shall be entitled to receive notices of all General Meetings and meetings of the Directors and to attend, speak and vote at any such meeting at which his appointor is not present.

116. (A) An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for

any reason to be a Director otherwise than by retiring and being re-elected at the same meeting.

(B) Every person acting as a substitute for a Director shall be deemed to be an officer of the

Company, shall be responsible to the Company for his own acts and defaults, and shall not be deemed to be the agent of or for the Director appointing him.

117. All appointments and removal of alternate Directors shall be effected by writing signed by the appointor

and left with the Secretary.

AUTHENTICATION OF DOCUMENTS 118. (A)

Any Director or the Secretary or any other person approved by the Board shall have the power to authenticate any documents effecting the Constitution of the Company and any resolution passed by the Company or the Board and any books, records, documents and accounts relating to the business of the Company and to certify copies thereof or extracts therefrom as true copies or extracts.

(B)

A document purporting to be a copy of a resolution of the Board or an extract from the minutes of a meeting of the Directors which is certified as such in accordance with the provisions of Clause 118(A) hereof shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Board.

(C)

A document or proceeding requiring authentication by the Company may be signed by any Director or the Secretary or any other person approved by the Board and need not be made under the Seal.

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SECRETARY

119. The Secretary or Secretaries shall in accordance with the Act, be appointed by the Directors for such term, at such remuneration, and upon such conditions as the Directors think fit and any Secretary or Secretaries so appointed may be remove by them. The Directors may from time to time by resolution appoint a temporary substitute for the Secretary or Secretaries who shall be deemed to be the Secretary during the terms of his appointment.

120. A provision of the Act or this Constitution requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by it being done by or to the same person acting in both capacities.

MINUTES

121. The Directors shall cause minutes to be made in books provided for the purpose:

(A) of all appointments of officers made by the Directors;

(B) of the names of the Directors present at each meeting of Directors and of any committee of Directors; and

(C) of all resolutions and proceedings at all meeting of the Company and of the Directors and of committee of Directors.

THE SEAL

122. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board or a committee of the Board and every instrument to which the Seal shall be affixed shall, except as provided by Clause 123, be signed by a Director and countersigned by a second Director or by the Secretary or anyone whose signature the Board may by resolution determine to be an authorised signatory from time to time.

123. All forms of certificate of shares, stock or debenture stock or representing any other form of security other than letters of allotment shall be issued under the Seal and bear the autographic signatures of a Director and countersigned by a second Director or the Secretary or anyone whose signature the Board may by resolution determine to be an authorised signatory from time to time; provided that the Board may by resolution determine that such signatures be affixed by some method or system of mechanical signature. The method or system of reproducing signature shall first be approved by the Auditors of the Company and a copy of the approval shall be forwarded to the Exchange.

124. The Company may exercise the powers conferred by Sections 62 and 63 of the Act with regard to an official seal for use outside Malaysia and the affixation of seal on shares certificates etc, and such powers shall be vested in the Directors.

DIVIDENDS AND RESERVES

125. The Company may make a distribution of dividends to the Members out of profits of the Company available if the Company is solvent, but no dividend shall exceed the amount as authorised by the Board.

126. The Board may authorise a distribution at such time and in such amount as the Board considers appropriate, if the Board is satisfied that the Company will be solvent immediately after the distribution is made. The Company is regarded as solvent if the Company is able to pay its debts as and when the debts become due within twelve (12) months immediately after the distribution is made.

127. The Directors may pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company.

128. All dividends shall be declared and paid according to the amounts paid on the shares in respect of which the dividend is paid, but no amount paid on a share in advance of calls shall be treated for the purposes of this Clause as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid on the shares during any part or parts of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

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129. Any General Meeting declaring a dividend may, upon the recommendation of the directors, direct payment of satisfaction of such dividend wholly or partly by the distribution of specific assets and in particular of paid-up shares or debentures of any other company. The Directors shall give effect to such direction, and where any difficulty arises in regard to such distribution the Directors may settle it as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of those entitled to participate in the dividends as may seem expedient to the Directors.

130. The Directors may, before recommending any dividend, set aside out of the profits of the Company and carry to reserve or reserves such sums as they think proper, and the sums represented thereby shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company mayproperly be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the Directors may from time to time think fit.

131. The Directors may deduct from any dividend payable to any member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

132. No dividend shall bear interest against the Company. All unclaimed dividends shall be dealt with in accordance with the provisions of the Unclaimed Moneys Act 1965.

133. Any dividend may be paid by cheque sent through the post to the registered address of the member or person entitled thereto or paid by direct transfer or such other electronic means to the bank account provided by the Member whose name appears in the Record of Depositors. Every such cheque or the payment by direct transfer or such other electronic means to the bank account provided by the Member whose name appears in the Record of Depositors shall be made payable to the order of the person to whom it is sent and payment of the cheque or the instruction for the payment by direct transfer or such other electronic means shall be a good discharge to the Company of the dividend to which it relates.

CAPITALISATION OF PROFITS AND RESERVES

134. The Company in General Meeting may, upon the recommendation of the Directors, resolve that is desirable to capitalise any sum standing to the credit of any of the Company’s reserve accounts or any sum standing to the credit of the profit and loss account or otherwise available for distribution and accordingly that the Directors be authorised and directed to appropriate such sum resolved to be capitalised to the members who would have been entitled thereto if distributed by way of dividend, and in the same proportions, and to apply such sum on their behalf, either in or towards paying up the amounts; if any, for the time being unpaid on any shares held by such members respectively, or in paying up in full unissued shares or debentures of the Company to be allotted and distributed, credited as fully paid up, to and amongst such Members in the proportion aforesaid, or partly in one way and partly in the other and the Board shall give effect to such resolution.

135. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the sum resolved to be capitalised thereby, and all allotments and issued of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, and shall have full power to make such provision, by the issue of fractional certificates or by payment in cash or otherwise as they think fit, for shares or debentures becoming distributable in fractions, and also to authorise any person to enter, on behalf of all the Members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment by the Company on their behalf by the application thereto of their respective proportions of the sums resolved to be capitalised of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

ACCOUNTS

136. The Directors shall cause to be kept such books of accounts as are necessary to exhibit and explain the transactions and financial position of the Company and to give a true and fair view of the state of its affairs, and in particular as necessary to comply with the provisions of the Act.

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137. The books of account shall be kept at the Office or (subject to the provisions of the Act) at such other place as the Directors think fit, and shall at all times be open to inspection by the Directors. No member (other than a Director) shall have any right of inspecting any account or book or document of the Company, except as conferred by the Act or authorised by the Directors or by the Company in General Meeting.

138. The Directors shall from time to time in accordance with the provisions of the Act cause to be prepared and to be laid before the Company in General Meeting the audited financial statements and Directors’ Reports and in accordance with the Act. The interval between the close of a financial year of the Company and the issue of annual report that includes annual audited financial statements together with the Auditors’ and Directors’ Reports shall not exceed four (4) months.

139. A copy of each of the audited financial statements, the Directors’ and Auditors’ Reports in printed form or in CD-ROM or other electronic form permitted under the Listing Requirements or any combination thereof, shall, not less than twenty-one (21) days before the date of the Annual General Meeting be sent to every Member of and to every holder of debentures of the Company and to every other person who is entitled to receive notice of General Meetings from the Company under the provisions of the Act or of this Constitution.

AUDIT

140. Auditors of the Company shall be appointed and their duties regulated in accordance with Section 266 and Sections 271 to 287 of the Act.

141. The Auditors’ report to the Members made pursuant to the statutory provisions as to audit shall be open to inspection by any Member who shall be entitled to be furnished with a copy of the audited financial statements (including every document required by law to be annexed thereto) and Auditors’ report in accordance with Section 266 of the Act.

NOTICES

142. Any notice or document required to be sent to Members may be given by the Company or the Secretary to any Member:

(A) in hard copy, either personally or sent by post to him in a prepaid letter addressed to him at his last known address;

(B) in electronic form, and sent by the following electronic means:

(i) transmitting to his last known electronic mail address; or

(i)(ii)

(ii) publishing the notice or document on the Company’s website provided that a notification of the publication of the notice or document on the website via hard copy or electronic mail or short messaging service has been given in accordance with Section 320 of the Act and the Listing Requirements; or

(i)(ii)

(iii) using any other electronic platform maintained by the Company or third parties that can host the information in a secure manner for access by Members provided that a notification of the publication or availability of the notice or document on the electronic platform via hard copy or electronic mail or short messaging service has been given to them accordingly.

143. Any notice or document shall be deemed to have served by the Company to a Member:

(A) Where the notice or other document, is sent in hard copy by post, shall be deemed to have been served (in the case of a notice of meeting) on the day the letter containing the same is posted or (in any other case) at the time when the letter containing the same would be delivered in the ordinary course of post. In proving such service, it shall be sufficient to prove that the letter containing the notice or document was properly addressed, stamped and posted.

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(B) Where the notice or document is sent by electronic means:

(i) Via electronic mail, at the time of transmission to a Member’s electronic mail address pursuant to Clause 142(B)(i), provided that the Company has record of the electronic mail being sent and that no written notification of delivery failure is received by the Company;

(ii) Via publication on the Company’s website, on the date the notice or document is first made available on the Company’s website provided that the notification on the publication of notice or document on website has been given pursuant to Clause 142(B)(ii); or

(iii) Via electronic platform maintained by the Company or third parties, on the date the notice or document is first made available thereon provided that the notification on the publication or availability of the notice or document on the relevant electronic platform has been given pursuant to Clause 142(B)(iii).

Subject to the Listing Requirements, in the event that service of a notice or document pursuant to Clause 143(B) is unsuccessful, the Company must, as soon as reasonably practicable from discovery of delivery failure, make alternative arrangements for service by serving the notice or document in hard copy in accordance with Clause 143(A) hereof.

The Member may request for a hard copy of the Company’s documents from the Company if they are sent by electronic means pursuant to Clause 142(B) above.

144. A Member’s address, electronic mail address and any other contact details provided to Bursa Depository shall be deemed as the last known address, electronic mail address and contact details respectively for purposes of communication including but not limited to service of notices and/or documents to the Member.

145. A notice and/or document required to be sent to Members may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a Member by sending it through representatives of the deceased or assignee of the bankrupt or by any like description, at his last known address, in any manner in which the same might have been served if the death or bankruptcy has not occurred. Every person who by operation of law, transfer, transmission or other means whatsoever shall become entitled to any share, shall be bound by every notice and/or document in respect of such share which, prior to his name and/or address being entered in the Register of Members as the registered holder of such share have been duly given to the person from whom he derives the title to such share.

146. (A) Notice of every General Meeting shall be given in any manner hereinbefore specified to:

(i)

(i) every Member;

(ii) every person entitled to a share in consequence of the death or bankruptcy of a Member who but for his death or bankruptcy would be entitled to receive notice of the meeting;

(iii) the Auditors of the Company; and

(iv) the Directors of the Company.

(B) All notices served for and on behalf of the Company or the Directors shall only be effectual if it bears the name of a Director or the Secretary or a duly authorised officer of the Company and which are issued by order of the Board pursuant to a resolution duly passed by the Directors.

147. Any notice and/or document required by a court of law or otherwise required or allowed to be given by the Company to the Members or any of them, and not expressly provided for by this Constitution or which cannot for any reason be served in the manner referred to in Clause 142 and 143 hereof, shall be sufficiently given if given by advertisement, and any notice and/or document required to be or which may be given by advertisement, shall be deemed to be duly advertised once advertised in a widely circulated Bahasa Malaysia or English daily newspaper in Malaysia.

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WINDING UP

148. If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company, divide amongst the members in specie or in 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 that purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the members as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

149. Save that this Clause shall be without prejudice to the rights of holders of shares issued upon the special terms and conditions, the following provision shall apply:

(A) if the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively; and

(B) if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital paid up or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively.

150. On the voluntary liquidation of the Company, no commission or fee shall be paid to a liquidator unless it shall have been approved by shareholders of the Company in General Meeting. The amount of such payment shall be notified to all Members at least seven (7) days prior to the meeting at which the commission or fee is to be considered.

INDEMNITY

151. Subject to the provisions of the Act, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto and in particular and without prejudice to the generality of the foregoing, no Director, Manager, Secretary or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss and expenses happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the money of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any money, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own negligence, willful, default, breach of duty or breach of trust.

SECRECY CLAUSE

152. Save as may be expressly provided by the Act, no member shall be entitled to enter into or upon or inspect any premises or property of the Company nor to require discovery of any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of business of the Company and which, in the opinion of the Directors, it would be inexpedient in the interests of the Members of the Company to communicate to the public.

ALTERATION OF CONSTITUTION

153. Subject to this Constitution, no amendment whether by way of rescission, alteration or addition shall be made to this Constitution unless the same has been passed by a special resolution.

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EFFECT OF THE LISTING REQUIREMENTS

154. (A) Notwithstanding anything contained in this Constitution, if the Listing Requirements prohibit an act being done, the act shall not be done.

(B) Nothing contained in this Constitution prevents an act being done that the Listing Requirements require to be done.

(C) If the Listing Requirements require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

(D) If the Listing Requirements require this Constitution to contain a provision and they do not contain such a provision this Constitution is deemed to contain that provision.

(E) If the Listing Requirements require this Constitution not to contain a provision and they contain such a provision, this Constitution is deemed not to contain that provision.

(F) If any provision of this Constitution is or becomes inconsistent with the Listing Requirement, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

(G) For the purpose of this Clause, unless the context otherwise requires, “Listing Requirements” means Bursa Malaysia Securities Berhad Main Market Listing Requirements including any amendment to the Listing Requirements that may be made from time to time.

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