Company No: 711542-N

THE COMPANIES ACT, 1965

PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
SKYLINE 2 CONSTRUCTION SDN. BHD.

1. The name of the company is Skyline 2 Construction Sdn. Bhd.

2. The Registered Office of the Company will be situated in Malaysia.
3. The objects for which the company is established are:-

(1) To carry on the business in core competencies which can be generalised into
General Building Construction, Civil Works, Mechanical & Electrical Works and
Project Management.
(2) To carry on any form of business, trade or undertaking whatsoever, as long as it is
within the field of construction, whether as principal, agents, sub-agents or
consignee, and to deal in any form of occasion, matter or thing.
(3) To provide managerial, executive, supervisory and services for or in regards to any
company, person, body, partnership, government or any interested party upon
terms as may be thought fit.
(4) To exercise and 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 disposed of the same, and to acquire and take hold of investment shares,
stocks, and securities issued by any company or private undertaking carrying on
business in Malaysia or elsewhere and to do the same as for original subscription,
tender, purchase, transfer, exchange or otherwise.
(5) To stock up for investment or resale and to traffic in land and house or other
property of any tenure-related matters and any interest therein and to create, sell
and deal in freehold and leasehold ground rents and to make any advances upon
the security by way of sale, lease, exchange or otherwise with land and house
property and any other property whether real or personal.
(6) To secure any real and personal movable and immovable property, buildings,
machinery, appliances and other property of any kind around the globe and to take,
obtain and acquire any grant, concession, lease and rights and Malaysia and
elsewhere in any part of the world.

(7) To grow any land acquired by the company or in which the Company is interested
and particularly by laying out, sub-dividing and preparing the same for building
purposes, and by advancing money for contract entering purposes and
arrangements of all kinds with builders, tenants and to purchase, secure lease or
otherwise acquire lands and buildings and any estate.

(8) To gain and undertake the whole or any part of the business, property and liabilities
of any person and company carrying on any business which the company is
authorised to carry on, or possessed of property suitable for the purpose of the
Company.

(9) To foster any other company or companies in terms of acquiring or taking over all
or any of the property, rights and liabilities of the Company , of for any other
purposes which may seem directly or indirectly calculated as a boon to the
Company.

(10) To invest and handle with the money of the company not urgently required in
such manner as may from time to time be thought fit.

(11) To entrust and advance money or credit any person or company; to guarantee
and assure of indemnities for the payment of money or the performance of
contracts or obligations by any person or company; to secure or undertake in any
way the repayment of money lent or advanced to or the liabilities incurred by any
person or company; and to otherwise assist any person or company.

(12) To secure the payment and in such manner as it is deemed fit and in particular
but without limiting the generality of the foregoing power by the issue at or under
par, or at a premium of mortgages, debentures, or debenture stock perpetual or
otherwise with or without a trust dead, charged upon all or any of the Company’s
property, assets and undertakings present and future including uncalled capital and
to purchase, redeem or pay off such securities.
 (13) To make donations for patriotic or charitable purposes, and to transact any
lawful business in aid of Malaysia in the persecution of any war or hostilities in
which Malaysia is engaged.

(14) To do all such other things as are incidental or conducive to the attainment of
the objects and the exercise of the Company.

4. To adopt all powers contained in the Third Schedule of Companies’ Act 1965.

5. The liability of the members is limited.

6. The share capital of the company is RM 3,000,000.00 divided into RM 2,100,000.00

and RM 900,000.00 of RM1.00 each. The shares in the original or any increased
capital may be divided into several classes and there may be attached thereto
respectively and any preferential deferred or other special rights, privileges, conditions
or restrictions as to dividends, capital, voting or otherwise.
We, the several persons whose names and addresses are subscribed hereto are desirous
of being formed into a Company in pursuance of this Memorandum of Association, and we
respectively agree to take the number of shares in the capital of the Company set opposite
to our respective names.

Names, Addresses and Description of Number of shares taken by each

Subscribers Subscriber
MOHAMAD SYAZRUL BIN ABDUL HALIM

730607-14-5613

NO. 21, JALAN SELAT 1, TAMAN SERI RM 2,100,000.00

BERNAM, 35900 HULU BERNAM,
SELANGOR.

MANAGING DIRECTOR
NURUL IZZAH BINTI NOR AZMI

841006-56-5354
RM 900,000.00
NO. 388, JALAN MEDAN 23, TAMAN MEDAN,
46000 PETALING JAYA, SELANGOR.

ASSISTANT MANAGING DIRECTOR

Dated this: 1st March 2019

Witness to the above signatures: Razali Bin Rizal (MIA12144)

ASR Corporate Advisory Sdn. Bhd.
No. 16-1, Jalan 2/23A, Taman Danau Kota 2,
Off Jalan Genting Kelang, 53300 Kuala Lumpur.

Filed by : ASR Corporate Advisory Sdn. Bhd.

Address : No. 16-1, Jalan 2/23A, Taman Danau Kota 2,
Off Jalan Genting Kelang, 53300 Kuala Lumpur.
Tel. No : +03 5510 5544
Company No: 711542-N

THE COMPANIES ACT, 1965

PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
SKYLINE 2 CONSTRUCTION SDN. BHD.
a) The regulations contained in Table “A” in the Fourth Schedule of the
Companies Act, 1965 shall apply to the Company.

2. The Company is a private company, and accordingly.

(i) The restriction in manner of the right to transfer shares is hereinafter

prescribed.

(ii) The number of members of the Company (counting joint holders of shares as
one person and not counting any person in the employment of the Company
or of its subsidiaries or any person who while previously in the employment of
the Company or of its subsidiary was and thereafter has continued to be a
member of the Company) shall be limited to fifty; provided that where two or
more persons hold one or more shares in the Company jointly they shall for
the purposes of this paragraph be treated as a single member.

(iii) It is prohibited for any invitation to the public to subscribe for any shares in or
debentures of the Company.

(iv) It is also prohibited for giving invitation to the public to deposit money with the
Company for fixed periods or payable at call, whether bearing interest.

TRANSFER OF SHARES

3. The following provision shall replace Article 22 which was extracted

from Table A in the 4th Schedule, Companies’ Act 1965 (revised-
1973):

The directors may, in their absolute circumspection and without

assigning any reason therefore, decline to register any transfer of any
shares, whether or not is fully paid shares or shares on which the
Company has a lien.
 DIRECTORS

4. The following provision shall replace Article 71 which was excluded

from Table A:

There shall be no shareholding qualification for directors.

5. The following provision shall replace Article 90 which was excluded

from Table A:

A resolution in writing signed by a majority of the directors for the time

being or their alternate not being less than two directors shall be as
valid and effectual as if it has been passed by a meeting of directors
duly called and constituted.

6. The number of directors shall not be less than two and not more than
nine. The first directors shall be Managing Director and the second
director shall be Assistant Managing Director

SECRETARIES

7. The first secretaries shall be ASR CORPORATE ADVISORY Sdn. Bhd.

(MIA12144)

PROXIES

8. Section 149 (1) of the Company’s Act, 1965 shall not apply the
company.
 We, the several persons whose names and addresses are subscribed hereunder
being subscibers to the Memorandum of Association hereby agree to the foregoing
Articles of Association.

Names, Addresses and Description of Number of shares taken by each

Subscribers Subscriber
MOHAMAD SYAZRUL BIN ABDUL HALIM

730607-14-5613
MANAGING DIRECTOR
NO. 21, JALAN SELAT 1, TAMAN SERI
BERNAM, 35900 HULU BERNAM,
SELANGOR.

NURUL IZZAH BINTI NOR AZMI

841006-56-5354
ASSISTANT MANAGING
NO. 388, JALAN MEDAN 23, TAMAN MEDAN, DIRECTOR
46000 PETALING JAYA, SELANGOR.

Dated this: 1st March 2019

Witness to the above signatures: Razali Bin Rizal (MIA12144)

ASR Corporate Advisory Sdn. Bhd.
No. 16-1, Jalan 2/23A, Taman Danau Kota 2,
Off Jalan Genting Kelang, 53300 Kuala Lumpur.

Filed by : ASR Corporate Advisory Sdn. Bhd.

Address : No. 16-1, Jalan 2/23A, Taman Danau Kota 2,
Off Jalan Genting Kelang, 53300 Kuala Lumpur.
Tel. No : +03 5510 5544