CHIN WELL HOLDINGS BERHAD (Company No T) (Incorporated in Malaysia) APPENDIX A PROPOSED NEW CONSTITUTION

Transcription

1 CHIN WELL HOLDINGS BERHAD (Company No T) (Incorporated in Malaysia) APPENDIX A PROPOSED NEW CONSTITUTION OF CHIN WELL HOLDINGS BERHAD This is the Appendix A referred to in Agenda No. 11 of the Notice of the 22 nd Annual General Meeting ( AGM ) of the Company dated 30 October Date and time of the AGM : Tuesday, 27 November 2018 at am Venue of the AGM : Conference Room of Chin Well Holdings Berhad at No. 1586, MK. 11, Lorong Perusahaan Utama 1, Bukit Tengah Industrial Park, Bukit Mertajam, Penang Last date & time for lodging the Proxy Form : Monday, 26 November 2018 at am (being the approximate time appointed for the taking of the poll at the AGM)

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3 THE COMPANIES ACT, 2016 MALAYSIA PUBLIC COMPANY LIMITED BY SHARES CONSTITUTION OF CHIN WELL HOLDINGS BERHAD (Company No T) 1. The name of the Company is CHIN WELL HOLDINGS BERHAD. 2. The registered office of the Company will be situated in Malaysia. 3. The objects for which the Company is established are: (1) To acquire and hold for investment shares, stocks debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any company or private undertaking or syndicate or persons constituted or carrying on business in Malaysia or elsewhere and to exercise and generally to enforce and exercise all rights and powers conferred by or incidental to the ownership thereof and in particular to sell, transfer, exchange or otherwise dispose of the same. (2) To carry on the business and activities of property management consultant and to render management and other related services to any person, firm or corporation engaged in property and real estate business, trade or activity. (3) To purchase for investment, lands, factories, houses, buildings, condominiums, apartments, flats and immovable properties of any description or any interests therein and to create, lease, rent or let out and to sell such properties for valuable consideration or not and generally to acquire and hold property of every description, whether movable or immovable, real or personal and for valuable consideration or not, and on such terms and conditions as the Company may deem fit. (4) To carry on the business of financiers and concessionaires and to undertake, carry on and execute all kinds of financial, commercial, trading and other operations, and to invest or employ all or any of the funds of the company in such manner and forms as may from time to time to be determined expedient. (5) To furnish, equip and fit all houses, buildings and landed properties for the time being belonging, leased or rented to the Company and to make the same fit for occupation and use and to enter into agreements for letting, leasing, renting hiring and 1

4 selling of the Company s houses, buildings, landed properties, furniture, fittings fixtures, plant machinery, equipment and other domestic or office appliances to any person, company, partnership, firm or association either for cash or otherwise or on an installment basis and to collect deposits, rents and monies in connection therewith and generally to carry on the business of property management. (6) To carry on the business of general traders, general merchants, importers, exporters, commission agents, manufacturers agents and representatives, distributors and dealers in all kinds of articles, products, garments and merchandise of all kinds and descriptions. (7) To carry on the business of general importers and exporters, manufacturers, manufacturers representatives, commission agents and wholesale or retail dealers of articles of all kinds and descriptions and whether manufactured or in a raw state and to buy, sell, barter, exchange or otherwise deal in the same. (8) To transact or carry on any kind of agency business, and in particular in relation to the investment of money, the sale of property and the collection and receipt of money. (9) To carry on the business as house agents, land and estate agents, property agents, insurance agents and brokers and to purchase or otherwise acquire, and to sell, or otherwise dispose of and deal in real and personal property of every description. (10) To acquire any such shares, stocks, debentures, debenture stocks, obligations or securities by original subscription, tender, purchase, exchange or otherwise either for cash and/or a consideration other than cash and to subscribe, tender, purchase or exchange for the same, either conditionally or otherwise, and to underwrite, sub-underwrite or guarantee the subscription thereof in any manner and to exercise and enforce all or any of the rights and powers conferred by or incident to the ownership thereof. (11) To purchase, take on lease or in exchange, hire or otherwise acquire, hold, sell develop, manage, work, exchange, turn to account, dispose of and deal in lands, concessions, machinery, plants, stock in trade and immovable and movable property of any kind and of any tenure. (12) To carry on the business of an investment company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, in any part of the world. 2

5 (13) To issue debentures, debenture stocks, bonds, obligations and securities of all kinds and to frame, constitute and secure the same, as may seem expedient with full power to make the same transferable by delivery or by instrument of transfer or otherwise and either perpetual or terminable and either redeemable or otherwise, and to charge or secure the same by trust deed or otherwise on the undertaking of the Company or upon any specific property and rights, present and future, of the Company (including, if thought fit uncalled capital) or otherwise howsoever. (14) To invest money on the security of and make advances on any immovable or moveable property or any interest therein or assets of any kind or produce or merchandise of all descriptions; and generally to lend and advance money or give credit to any person or company with or without security upon such terms as may be arranged; and to guarantee and give guarantee or indemnities either with or without remuneration for the payment of moneys or debts by any person or company and to guarantee the performance of any contracts, loan bonds or obligations by any person or company or otherwise to assist any person or company; and to secure by way of charges over any of the Company s assets or properties or undertake in any way the repayment of moneys lent or advances to or the liabilities incurred by any person or company and otherwise to assist any person or company. All the above acts and purposes may be carried out for no consideration or for considerations. (15) To facilitate and encourage the creation, issue or conversion of debentures, debenture stocks, bonds, obligations, shares, stocks, and securities, and to act as trustees in connection with any such securities, and to take part in the conversion of business concerns and undertakings into companies. (16) To constitute any trusts with a view to the issue of preferred and deferred or any other special stocks or securities based on, or representing any shares, stocks or other assets, specifically appropriated for the purpose of any such trust, and to settle and regulate, and if thought fit to undertake and execute any such trusts, and to issue, dispose of, or hold any such preferred, deferred, or other special stocks or securities. (17) To take part in the formation, management, supervision or control of the business or operations of any company or undertaking, and for that purpose to appoint and remunerate any directors, accountants or other experts or agents. (18) To plant, grow, produce, cure, treat, submit to any process, manufacture, prepare for market (whether on account of the Company or not), buy, sell, deal in rubber, coconut, fibre, copra and all other products of the coconut, oil palm, tea, coffee, tobacco, cardamons, sugar, spices, cinchona, rice, cereals, cotton, flax, grain, fruit, silk, pepper, guano and bone or other artificial manure and agricultural and other products of all descriptions and seed and food or other requisites for labourers and others employed by the 3

6 Company and any goods, produce, wares, merchandise, articles and things of any kind whatsoever and generally to carry on the business of planters and growers of and dealers in produce of every kind. (19) To carry on business of house furnishers, upholsterers and dealers in and hirers, repairers, cleaners, stores and warehouses of furniture carpets, linoleum and other floor coverings, household utensils, china and glass, goods fittings, curtains and other home furnishings and household requisites of all kinds and all things capable of being used therewith or in the maintenance repair or manufacture thereof. (20) To carry on all or any of the business of silk mercers, silk weavers, cotton spinners, cloth manufacturers, furriers, haberdashers, hosiers, importers and wholesale and retail dealers of and in textile fabrics of all kinds, milliners, dressmakers, tailors, hatters, clothiers, outfitters, glovers, lace manufacturers feather dressers, boot and shoe makers, manufacturers and importers and wholesale and retail dealers of and in matches, soap, biscuits, leather goods, photographic goods, electrical goods, watches, motor vehicles, yarns, household furniture, ironmongery, turnery, and other household fittings and utensils, ornaments, stationery and fancy goods, dealers in provisions, drugs, chemicals and other articles and commodities of personal and household use and consumption, and generally of and in all manufactured goods, raw materials, provisions and products. (21) To carry on all or any of the branches of the business of general merchants, factors, brokers, shippers, general storekeepers, wholesale and retail traders, dealers in options of every kind and distributors, warehousemen, guarantors, owners or lessees of wharf, dock, plant and appliances, carpenters, engineers buyers, sellers and dealers in produce of all kinds, metals, timber and all kinds of machinery, engines, plant, tools, goods, wares and merchandise. (22) To carry on the business of land transport owners and suppliers, fishmonger, rubber, jelutong, gutta percha and tin ore merchants, shipping agents and shipping brokers, freighters, lightermen, wharfinger, forwarding agents, stevedores, labour suppliers, warehousemen, shipbuilders and ship chandlers. (23) To develop and turn to account any land acquired by or in which the Company is interested and in particular by laying out and preparing the same for building purposes, constructing, decorating, maintaining, furnishing, fitting up, improving, altering, pulling down and re-erecting or reconstructing buildings and by planting, paying, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into constracts and arrangements of all kinds with builders, tenants and others. 4

7 (24) To purchase, take on lease, or otherwise acquire any mines, mining rights and metalliferous coal, oil or any other mineral bearing land in Malaysia or elsewhere and any interest therein and to explore, work, exercise, develop and to turn to account the same including power to crush, win, get, acquire, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for market any ore, metal, coal, oil and mineral substances of all kinds and to carry on any other metallurgical operations which may seem conductive to any of the Company s objects and to buy, sell, manufacture, and deal in minerals, metals, plant, machinery, instruments, conveniences, provisions and things capable of being used in connection with metallurgical operations or required by labourers, workmen and others employed by the Company. (25) To carry on business as quarry masters and stone merchants and to buy, sell, get work, shape, hew, carve, polish, crush and prepare for marker or use stone of all kinds. (26) To rear, buy, sell and deals in cattle, poultry and other domestic animals or birds and to carry on the business of dairy or poultry farmers and dealers in dairy produce. (27) To receive on deposit title deeds and other securities. (28) To purchase or otherwise acquire, issue, re-issue, sell, place shares, stocks, bonds, debentures and securities of all kinds and to give any guarantee or security for the payment of dividends or interest thereon or otherwise in relation thereto. (29) To produce the capital for any company formed in any country for the purpose of carrying into effect and having objects connected with land, such as companies formed for the purposes of agriculture, land credit and other interests in real estate and to procure the issue of the capital of such companies and to guarantee the issue therefor and to subscribe for, purchase, dispose of, the shares, bonds and securities of such companies or any other securities on real estate. (30) To borrow and raise or secure the payment of money in such manner as may be thought fit, and for that purpose to issue notes, debenture or debenture stock, perpetual or redeemable, or to accept bills of exchange or make promissory notes and to secure the repayment or any moneys borrowed or raised or owing by the Company by a charge or lien upon or conveyance or the whole or any part of the Company s property or assets, (both present and future), including its uncalled capital, and to give to lenders and creditors or trusts on their behalf powers of sale and all other usual and necessary powers. (31) To give any guarantee to any person or company whether with or without consideration in relation to the repayment of any debentures, debenture stock, bonds, loans, credit facilities, obligations, stocks, shares or other securities, or the payment of any interest or dividends thereon. 5

8 (32) To guarantee, grant indemnities in respect of, support or secure, either with or without the Company receiving any consideration or advantage (direct or indirect) and whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations and the repayment or payment of the principal and premium of and interests and dividends on any securities or obligations of any person or persons or of any company, whether or not having objects or engaged or intending to engage in business similar to those of the Company, including (without limitation) any company which is for the time being associates or allied with the Company in business or which is the holding company or a subsidiary (as defined in Section 5 of the Companies Act, 1965) of the Company s holding company; without limiting the above, to lend and advance money give credit to any person or company, to secure or undertake in any way the repayment of monies lent or advanced to or the liability incurred by any person or company, and otherwise to assist any person or company. (33) To purchase, take on lease or otherwise howsoever acquire and obtain or grant options over traffic and otherwise deal in or turn to account sell grant leases and tenancies of lands, houses, buildings, easements, rights, privileges, concessions and immovable property of any description or tenure whatsoever in any part of the world and every manner of right or interest therein. (34) To enter into any arrangements with any government or authority, supreme, municipal, locals or otherwise, that may seem conducive to the Company s objects, or any of them, and to acquire or obtain from any such government or authority any rights, privileges and concessions which the Company may think it desirable to obtain; and to accept, make payments under, carry out, exercise and comply with any such charters, arrangements, rights, privileges and concessions. (35) To apply for, secure, acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise, and to exercise, carry out and enjoy any charter, license, power authority, franchise, concession, right or privilege which any Government or authority or any corporation or other public body may be empowered to grant, and to pay for, aid in, and contribute towards carrying the same into effect, and to appropriate any of the Company s shares, debentures or other securities and assets to defray the necessary costs, charges and expenses thereof. (36) To apply for, promote, and obtain any statute, order, regulations or other authorization or enactment which may seem calculated directly or indirectly to benefits the Company, and to oppose any bills proceedings, or applications which may seem calculated directly or indirectly to prejudice the Company s interests. 6

9 (37) To acquire and undertake the whole or any part of the business, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which this Company is authorized to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company or to acquire an interest in, amalgamate with or enter into any arrangements for sharing profits or for cooperation or for limiting competition of for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or for any property acquired, any shares, debentures, or securities that may be agreed upon and to hold good and retail or sell, mortgage any shares, debentures or securities so received. (38) To amalgamate or enter into partnership or into any arrangement for sharing profits, union of interest, co-operation, joint-venture, reciprocal concessions or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit this Company and to take or otherwise acquire shares and securities of any such company and to sell hold re-issue with or without guarantee the same. (39) To promote any other company for the purpose of acquiring all or any of the property and undertaking and all or any of the liabilities of this Company or of undertaking any business or operations which may appear likely to assist or benefit this Company or to enhance the value of any property or business of this Company and to place or guarantee the placing of, underwrite, apply for, accept, and hold or subscribe, the whole or any part of the capital or securities or to lend money to or guarantee the performance of the contract of any such company. (40) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account the whole or any part of the undertaking, property, assets, and rights of the Company, either together or in portions for such consideration as the Company may think fit and in particular for shares, debentures, debentures stock or securities of any other company having objects altogether or in part similar to those of the Company. (41) To pay for any property or rights acquired by the Company or any services rendered to the Company, either in cash or in fully or partly paid shares, with or without preferred or deferred rights in respect of dividend or repayment of capital or otherwise, or by the issue of securities, or partly in one mode and partly in another and generally on such terms as may be arranged or determined. (42) To take or hold mortgages, liens, and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Company s property of whatsoever kind sold by the Company, or any money due to the Company from purchasers and others. 7

10 (43) To distribute among the members of the Company in kind or otherwise any property of the Company and in particular any immovable property or any shares, debentures or securities of other companies belonging to this Company or of which this Company may have the power of disposing but so that no distribution amounting to a reduction of the capital shall be made without such sanctions as may be required by law. (44) To draw, make, accept, endorse, discount, buy, sell, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, debenture stock, coupons and other negotiable or transferable instruments. (45) To invest and deal with the moneys of the Company not immediately required upon such securities or without security and in such manner as may from time to time be thought fit. (46) To adopt such means of making known and advertising the business and products of the Company as may seem expedient. (47) To pay all or any part of the expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Company and all commission brokerage discount underwriting and other expenses lawfully payable which may be deemed expedient for taking placing or underwriting all or any of the shares or debentures or other obligations of the Company. (48) To remunerate any person, firm or company rendering services to this Company either by cash payment or by the allotment to him or them of shares or securities of the Company credited as fully paid up in full or in part or otherwise. (49) To remunerate any person, brokers, commission agents, firm or company for services rendered or to be rendered in placing, or assisting to place, or guaranteeing the placing or procuring the underwriting of any of the shares or debentures or other securities of the Company, or of the company in which the Company may be interested or propose to be interested, or in or about the conduct of business of the Company, whether by cash payment or by the allotment of shares or securities of the Company, credited as paid up in full or in part, or by the granting of options to take the same or in any other manner allowed by law. (50) To carry on the business of financiers for the promotion of the sale for cash or on credit or on the installment system, hire purchase agreement or easy payment or otherwise of wireless and television apparatus, radio gramophones, and electrical equipment and machinery, appliances, requisites, accessories and supplies of every description, and generally any other article or articles which can be advantageously or conveniently dealt with by the Company in connection with or as accessory to the said business of the Company and in connection therewith or otherwise to lend and advance money to or negotiate loans on 8

11 behalf of such person, firms or companies and on such terms as may seem expedient and in any way whatever in the sale or purchase in manner aforesaid of any of the foregoing articles or goods. (51) To carry on the business and industry of manufacturers, importers, exporters, and general dealers in machinery, tools equipment and hardware of every description and particularly all such as are requisite for or applicable to all classes of mechanical plant or engineering commercial agricultural and construction work, or for the maintenance and development of such work, and to enter into undertake and carry out all classes of such work including the construction of steam or internal combustion engines, motorcars, motor-boats, aeroplane and every class of vehicle and boat; also wireless machines, refrigerators, electric, gas and fuel stoves and washing machines and the respective equipment and appliances in connection with any of the foregoing plant and effects or for the purposes of all or any of the business and undertakings capable of being carried on by this Company or any company in which it may be interested and to manufacture, purchase, acquire and generally deal in all commodities, equipment, utensils, furnishings and effects required by or incidental to or convenient for the use in any such businesses and undertakings. (52) To build, construct, alter, maintain, enlarge, pull down, remove or replace, and to work, manage and control any buildings, offices, factories, mills, shops, machinery engines, roads ways, tramway, railways, branches or sidings, bridges, reservoirs, water-courses, wharves, electric works and other works and conveniences which may seem calculated directly and indirectly to advance the interests of the Company, and to join with any other person or company in doing any of these things. (53) To carry on the business of electrician, mechanical engineering contractors, suppliers of electricity and inert gases for the purpose of light heat, motive power, or otherwise and manufacturers of and dealers in all things required for or capable of being used in connection with the generation, distribution, supply, accumulation and employment of electricity and gases, whether industrial or inert. (54) To carry on the business of electrical engineering contractors, carriers of passengers and goods, electric manufacturers of, and dealers in railway, tramway, electric magnetic, galvanic and other apparatus, suppliers of light, heat, sound and power, and to acquire any inventions using neon for display and advertisements, and to construct railways and tramway, and work the same. (55) To apply for, purchase, or otherwise acquire, any contracts, decrees, and concessions, for or in relation to the construction, execution, carrying out, equipment, improvement, management, administration, or control of public works and conveniences, and to undertake, execute, carry out, dispose of or otherwise turn to 9

12 account the same. (56) To carry on the business of oil palm and rubber and rubber plantations owners, importers and exporters of timber, forest products, oil palm, composites and plastics, and to buy and sell by wholesale or retail, and generally to deal in all such materials. (57) To apply for, accept and receive or renounce, or surrender such grants for land, certificates of title, leases for land, mukim extracts, licences, concessions, permits and such other instruments, documents, rights privileges or permission and such renewals and copies thereof as may seem expedient. (58) Generally to apply for, purchase or otherwise acquire (whether subject to any encumbrance or existing or contingent liability or not) sell, improve, lease, exchange, part with, transfer, deliver, charge, mortgage, turn to account or otherwise howsoever dispose of or deal with any lands, buildings, estates, mines, plantations, forest, timber and trading rights, manufactories, mills, works stock, tools, goods, engine, plant and machinery, merchandise and movable or immovable property of any kind and wheresoever situate including concessions, easements or rights of any kind, leases, claims, licences, options or authorities, of and over mines, lands, building, minerals properties, mining, forest water and other rights and metalliferous land in any part of the world and either solely or jointly with others and as regards lands, to develop the resources thereof by clearing draining, road-making, farming, grazing, planting, building or improving, selling and constructing public works and conveniences. (59) Generally to carry on business as financiers and to undertake and carry out all such operations and transactions as an individual capitalist may lawfully undertake and carry out. (60) To carry on business as financiers, concessionaires, merchants and advances, and to undertake and carry on, and execute all kinds of financial, commercial, trading and other operations and to carry on any other operation, and to carry on any other business which may seem to be capable of being conveniently carried on in connection with any of these objects, or calculated directly or render profitable any of the Company s property or rights. (61) To undertake the office of trustee, receiver and liquidator whether official or otherwise, executor, administrator, committee, manager, attorney, delegate, substitute, treasurer and any other offices of situations of trust or confidence and to perform and discharge the duties and functions incidental thereto and generally to transact all kinds of trust business either gratuitously or otherwise. (62) To apply for, purchase or otherwise acquire, use, assign, sell and generally deal in patents, patent rights, concessions, licenses, inventions, trade marks, designs or other similar exclusive or limited rights or privileges and to use develop grant licence and 10

13 otherwise turn to account the same or any interests thereunder and at pleasure to dispose of the same in any way whether in Malaysia or elsewhere in any part of the world. (63) To carry on the business of carriers by air, sea, river, canal, railway, road and otherwise. (64) To appoint form time to time either with full or restricted powers of sub- delegation and either with or without remuneration agents, attorneys, local or managing directors or any persons or corporations under power of attorney or otherwise within or outside Malaysia for the purpose of carrying out and completing all or any of the objects of the Company as mentioned in this Memorandum of Association and of arranging conducting or managing the business or businesses of the Company or any matter or concern whatsoever in which the Company now is or may from time to time be or become or be about to become interested or concerned with the same or more limited powers than the Directors of the Company have and to delegate such powers of appointment to any person, company or corporation, and from time to time revoke and cancel all or any such appointments or delegations and to remove any person or corporation appointed thereunder. (65) To procure the Company to be registered, incorporated or otherwise duly constituted elsewhere in any part of the world, and to obtain any provisional order or ordinance for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company s Memorandum of Association or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company s interest. (66) To act as agents or brokers and subject to compliance with any restrictions imposed by law as trustees for any person, firm or company and also to act in any of the businesses of the Company through or by means of agents, brokers, sub-contractors or others. (67) To grant pensions or gratuities to any past or serving directors, officers or employees of the Company or to the relations, connection or dependents of any such persons or to effect and make payment towards insurance in respect of and for the benefit of any such persons; and to establish or support associations, institutions, clubs, funds and trusts (whether solely connected with the trade carried on by the Company or any subsidiary company or not) which may be considered or calculated to benefit any such persons or otherwise advance the interests of the Company or of its members; and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general, or useful object. (68) To effect insurance against losses, damage, risks and liabilities of all kinds which may affect any person or company having contractual relationship with the Company and to act as agents for 11

14 insurers and insurance brokers. (69) To establish branches and agencies for the purpose of the Company. (70) Subject to compliance with the restrictions imposed by law to undertake and execute any trusts the undertaking whereof may seem desirable and either gratuitously or otherwise. (71) To distribute any of the Company s property among the members in specie. (72) To make donations for patriotic or for charitable purposes. (73) To transact any lawful business in aid of Malaysia the prosecution of any war or hostilities in which Malaysia is engaged. (74) To carry on in connection with the above such other businesses as may be conveniently or profitably carried on therewith or may usefully employ or turn to account or enhance the value of or render profitable any of the Company s property or rights. (75) To do all or any of the above things in any part of the world and either as principals, agents, trustees, contractors or otherwise and either by or through local managers, agents, sub-contractors, trustees or otherwise, and either alone or in conjunction with others. (76) To do all such other things as are incidental or conducive to the attainment of the above objects or any of them. (77) To acquire the Company s own shares and stocks and to deal with the acquired stocks and shares and to advance money, either with or without security and generally to such persons and upon such term and conditions as the Company may think fit for the purchase of the Company s shares and stocks, in a manner as may from time to time be prescribed and allowed by law. And it is hereby declared that the objects specified in each of the paragraphs of this Regulation shall be regarded as independent objects and accordingly shall in no way be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or inference from the terms of any other paragraph or the name of the Company, but may carried out in as full and ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects of a separate and distinct company And it is hereby declared that the word company in this clause except where used in reference to this Company shall wherever the context so permits be deemed to include any partnership or other body of persons whether incorporated or not, and whether domiciled in Malaysia or elsewhere. 4. The liability of the members is limited. 12

15 EXCLUSION OF THIRD SCHEDULE 5. The Regulations as set out in the Third Schedule to the Companies Act, 2016, shall not apply to the Company, except in so far as the same are repeated or contained in this Constitution. 6. In this Constitution, unless the subject matter or context dictates otherwise, the following words and phrases shall have the meaning assigned to them herein: Third Schedule excluded Interpretation Words Meanings Act - The Companies Act, 2016 and/or any statutory modification, amendment or reenactment thereof. Board Central Depositories Act Company - The Board of Directors for the time being of the Company. - The Securities Industry (Central Depositories) Act, 1991 and/or any statutory modification, amendment or re-enactment thereof. - CHIN WELL HOLDINGS BERHAD Constitution - The Constitution of the Company as originally framed or as altered from time to time by Special Resolution. Depositor Depository Deposited Security - A holder of securities account (as defined in the Central Depositories Act) - Bursa Malaysia Depository Sdn. Bhd. - A security standing to the credit of a securities account and includes securities in a securities account that is in suspense. Directors - The Directors for the time being of the Company, includes any person occupying or acting in the position of director of the Company by whatever name called and whether or not validly appointed to occupy or duly authorised to act in the position includes a person in accordance with whose directions or instructions the majority of directors of the Company are accustomed to act and their alternate. Dividend Reinvestment Scheme - A scheme which enables Members to reinvest cash dividends into new shares in the Company. 13

16 Employees Share Option Scheme Exchange Exempt Authorised Nominee Listing Requirements Market Day(s) Member/Members Office Officers Record of Depositors Register Registrar Rules Seal Secretary Securities - Share Issuance Scheme and Share Grant Scheme, collectively. - Bursa Malaysia Securities Berhad An authorised nominee defined under the Central Depositories Act, which is exempted from compliance with the provision of subsection 25A(1) of the Central Depositories Act. - The Main Market Listing Requirements of the Exchange including any amendments thereto that may be made from time to time. - A day on which the stock market of the Exchange is open for trading in securities. - Any person/persons for the time being holding shares in the Company and whose names appear in the Register including Depositors whose names appear on the Record of Depositors. - The registered office for the time being of the Company. - The meaning assigned thereto by the Act. - A record provided by the Depository to the Company or its Share Registrar or its issuing house under Chapter 24.0 of the Rules. - The Register of Members to be kept pursuant to the Act, including the Record of Depositors. - The Registrar of Companies under the Act and includes, any Regional, Deputy or Assistant Registrar of Companies. - The Rules of the Depository including any amendments thereto that may be made from time to time. - The Common Seal of the Company. - Any person appointed to perform the duties of the Secretary of the Company. - The same meaning given in the Capital Markets and Services Act, 2007 and/or any statutory modification, amendment or reenactment thereof. 14

17 Securities Account Share(s) - An account established by the Depository for a Depositor for the recording of deposit or withdrawal of securities and for dealing in such securities by the Depositor. - Stocks or shares of the Company Share Grant Scheme - A scheme involving the grant of the Company s existing shares to employees of the Company and its Subsidiaries Share Issuance Scheme Share Registrar Special Resolution Subsidiary/ Subsidiaries - A scheme involving a new issuance of shares to the employees and Directors of the Company and its subsidiaries. - The person for the time being keeping the Register - The meaning assigned thereto by the Act. - The meaning assigned thereto by the Act. Reference to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form. Words including the singular only shall include the plural and the masculine gender shall include the feminine and neuter genders and the word person shall include a corporation. Subject as aforesaid words or expressions contained in this Constitution shall be interpreted in accordance with the provisions of the Interpretation Act, 1967 as amended from time to time and any reenactment thereof. The headings and marginal notes are inserted for convenience only and shall not affect the construction of this Constitution. SHARES 7. The share capital of the Company is its issued share capital. The share in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential rights to distribution of capital or income deferred or other special rights, privileges, conditions and restrictions as to dividends, capital, voting or otherwise. 8. 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 the Act and to this Constitution and to the provisions of any resolution of the Company, the Directors may issue new shares or convertible securities in the Company to such persons, at such time and Issued share capital Power to issue shares and convertible securities 15

18 on such terms and conditions, with such preferred or deferred or other special rights or such restrictions, whether in regard to dividends, voting, return of capital or otherwise subject to the following provisions: (a) (b) (c) The Company shall not offer, allot, issue, grant options over, grant of every rights or rights to subscribe for shares or any right or rights to convert any securities into shares without prior approval of Members in general meeting; The rights attaching to shares of a class other than ordinary shares shall be expressed in this Constitution and in the resolution creating them; and The Company shall not issue any shares which will have the effect of transferring a controlling interest in the Company to any person or company without prior approval of Members in general meeting 9. Subject to the approval of members in general meeting, this Constitution, the Act, the Listing Requirements, the Central Depositories Act and/or any other relevant authorities, the Company may upon the recommendation of the Board establish a Share Issuance Scheme and/or a Share Grant Scheme. The terms and conditions of the Employees Share Option Scheme shall be determined by the Board. 10. Subject to the Act, any preference shares may with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the Company are liable to be redeemed. 11. The Company shall not give whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company, nor shall the Company make a loan for any purpose whatsoever on the security of its shares or those of its holding company, but nothing in this Regulation shall prohibit transactions mentioned in the proviso to Section 127 of the Act. 12. Subject to the Act, the Listing Requirements, and/or any other laws or regulations, the Company shall have the power to purchase its own shares and any shares so purchased by the Company may be dealt with as provided by the Act, the Listing Requirements and/or any other laws or regulations. 13. 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 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 not less than 75% of the total voting rights of the Members in that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of this Constitution relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be 2 persons holding or representing by proxy of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. Share Issuance Scheme Issue of preference shares No financial assistance Share buy-back Modification of class rights 16

19 14. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or in all respects pari passu therewith. 15. The Company may exercise the powers of paying commissions conferred by the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10% of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10% of that price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully paid shares or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful. 16. Except as required by law or this Constitution, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not even when having notice thereof be bound or compelled to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by this Constitution otherwise expressly provided or as required by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder. 17. The Company must ensure that all new issues of securities for which listing is sought are made by way of crediting the Securities Accounts of the allottees with such securities save and except where it is specifically exempted from compliance with Section 38 of the Central Depositories Act, in which event it shall so similarly be exempted from compliance with the Listing Requirements. For this purpose the Company must 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. 18. A Depositor who is deemed a Member, debenture holder or option holder (as the case may be) pursuant to Section 147 of the Act shall, subject to the provisions of the Central Depositories Act and any regulations made thereunder, be entitled to the number of securities stated in the Record of Depositors and all rights, benefits, powers and privileges and be subject to all liabilities, duties and obligations in respect of, or arising from, such securities (whether conferred or imposed by the Act or this Constitution ). Ranking of class rights Power of paying Commission Trusts not to be recognized Issue of securities Entitlement and records of Depositors 19. The Company shall not be obliged to enter in the Register, register of holders of debentures, register of interest holders, register of option holders (as the case may be) the names and particulars of Depositors who are deemed to be Members, debenture holders, interest holders or option holders pursuant to Section 147 of the Act. 20. Subject to the Central Depositories Act and the Rules, no person shall exercise any rights of a Member until his name shall have been entered in Exercise of rights of 17

20 the Register and he shall have paid all calls and other moneys for the time being due and payable on any share held by him. 21. Subject to the Rules, not more than one person can be entered as the holder of a share in the Record of Depositors. 22. If by the condition of allotment of any share, the whole or part of the amount or issue price thereof shall be payable on fixed dates, every such amount shall, when due, be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the share, or his legal personal representatives. 23. Notwithstanding this Constitution, the Company shall comply with the provisions of the Act, the Listing Requirements, Central Depositories Act and the Rules in respect of all matters relating to the prescribed securities. members Restriction on joint name Installments Compliance with Requirements DISPOSAL OF SHARES OF MEMBERS WHOSE WHEREABOUTS UNKNOWN 24. (1) Subject to the Central Depositories Act and the Rules, where by the exercise of reasonable diligence, the Company is unable to discover the whereabouts of a Member for a period of not less than 10 years, the Company may cause an advertisement to be published in a newspaper circulating in the place shown in the Register as the address of the Member stating that the Company after expiration of one month from the date of the advertisement intends to transfer the shares to the Minister charged with responsibility for finance. (2) If after the expiration of one month from the date of the advertisement the whereabouts of the Member remains unknown, the Company may transfer the shares held by the member in the Company to the Minister charged with responsibility for finance and for the purpose may execute for and on behalf of the Member a transfer of those shares to the Minister charged with responsibility for finance. CALLS ON SHARES 25. The Board, may subject to the Act and the Listing Requirements, from time to time make such calls upon the Members as the Board may think fit in respect of the amounts unpaid on their shares, provided that no call shall be payable at less than 30 days from the date fixed for the payment of the last preceding call, and each Member shall subject to receiving at least 14 days notice specifying the date, time and place of payment, pay to the Company at the date, time and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine. 26. A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed and such resolution may authorised the call to be paid by installments. Call on shares When call deemed made 18

21 27. The legal representative of the deceased Member shall be liable for the payment of all calls in respect thereof and any interest accrued thereon. 28. The Board may on the issue of shares, differentiate between the holders of such shares as to the amount of calls or installments to be paid and the time of payment of such calls. 29. Any sum which by the terms of issue of a share is made payable upon allotment or at any fixed date, shallbe deemed to be a call duly made and payable on such fixed date, and in case of non-payment all the provisions of this Constitution as to payment of interest, forfeiture or otherwise shall apply as if such sum were a call duly made and notified. 30. If any sum in respect of a call is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment, at such rate not exceeding 8% per annum as the Directors may determine and the Directors shall be at liberty to waive payment of such interest in whole or in part. 31. No Member shall be entitled to receive any dividend or to exercise any rights or privileges as a Member until he shall have paid all calls for the time being due and payable on every share held by him together with interest and expenses (if any). 32. The Board may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies payable in respect of any share held by him beyond the amount of the calls actually made thereon and upon the monies so advanced, or so much thereof as shall from time to time exceed the amount of the calls due upon such shares, the Company may pay interest at such rate as may be agreed between the Member paying the sum in advance and the Board. Any capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits. Except in liquidation, sums paid in advance of calls shall not, until the same would but for such advance have become payable, be treated as paid up in the shares in respect of which they have been paid. Payment of calls by legal representative of the deceased member Directors may differentiate between holders Sum payable on allotment Interest on calls in arrears Calls to be fully paid before receiving dividend Payment of calls in advance FORFEITURE AND SURRENDER OF SHARES 33. If any Member fails to pay the whole or any part of any call or installment of a call on the day appointed for the payment thereof, the Board may at any time thereafter during such time as the call or any part thereof remains unpaid, serve a notice on him requiring him to pay such call or such part thereof as remains unpaid, together with any interest which may have accrued. 34. At least 14 days notice is given on each call and each Member shall be liable to pay the amount of every call so made upon him to the company, by installments (if any) and at the date, time and place appointed by the Directors, and the notice shall state that, in the event of non-payment at Notice to pay calls Period of notice 19