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REF No: 2009B24733

THE COMPANIES ACT, 1965

PRIVATE COMPANY LIMITED BY SHARES

MALAYSIA

Memorandum
And

Articles of Association
Of

FRESH SEA FOOD SDN. BHD.

-----------------------------INCORPORATED ON THE

------------------------------

THE COMPANIES ACT, 1965


PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
FRESH SEA FOOD SDN. BHD.

1.

The name of the company is FRESH SEA FOOD 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 business of importers, exporters, buyers, sellers, hirers of and dealers in
sea food and any thing that the company may deem expedient or profitable.
(2)

To carry on the business of preserved sea food or food, drinks and restaurant owners.

And it is hereby declared that the word company in this clause where used in reference to this
company, shall be deemed to include any partnership or other body of persons whether incorporated
or unincorporated and whether domiciled in Malaysia or elsewhere, and further that the objects
specified in such paragraph of this clause shall be regarded as independent objects and accordingly
shall, except where otherwise expressed in any paragraph or the name of the Company but may be
carried out in as full an ample a manner and construed just as wide a sense as if the said paragraph
defined the object of a separate distinct and independent company.
4.

The liability of the members is limited.

5.
The capital of the company is RM100,000.00 Malaysia Currency divided into 100,000 shares
of RM1/- each. The shares in the original or any increase capital may be divided into several classes
and they may be attached thereto respectively any preferential, deferred or other special rights,
privileges, conditions or restrictions as to dividends, capital, voting or otherwise.
6.
Subject always to be respective rights, terms and conditions mentioned in Clause 5 hereof the
Company shall have power to increase or reduce the capital, to consolidate or sub-divide the shares
into shares of larger or smaller amounts and to issue all or any part of the original or any additional
capital as fully paid or partly paid shares, and with and special or preferential rights or privileges, or
subject to any special terms or conditions and either with or without any special designation, and also
from time to time to alter, modify, commute, abrogate or deal with any such rights, privileges, terms,
conditions or designations in accordance with the regulations for the time being of the company.
DUTI SETEM
MALAYSIA
RM100.00

REF No: 2009B24733

(2)
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 Descriptions of Subscribers

Muhammad Ali
NRIC NO: 730303-04-5484
10 Jalan Downing
67007 Jalan Kuching
Kuala Lumpur

Number of Shares taken by


each Subcriber.

5,000 (Five Thousand Only)

Joe Burger
NRIC NO: 760606-14-5767
10 Jalan Downing
67007 Jalan Kuching
Kuala Lumpur

5,000 (Five Thousand Only)

Total number of shares taken ..............

10,000 (Ten Thousand Only)

Dated this 1/12/2009

Witness to the above signature :-

ZAIDI BIN KHAIRUDIN


NRIC No : 710306-01-5195
10, Jalan Maju, Taman Subang
Shah Alam, 40150 Selangor

REF No: 2009B24733

(3)
THE COMPANIESACT,1965
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
FRESH SEA FOOD SDN. BHD.

TABLE A
1.
The regulations in Table A in Fourth Schedule to the Act shall not apply to the
Company except so far as the same repeated or contained in these Articles.

Table A excluded

INTERPRETATION
2.
In these Articles the words standing in the first column of the Table next Definition
hereinafter contained shall bear the meanings set opposite to them respectively in the
second column thereof, if not consistent with the subject or context.
WORDS

Definition

MEANINGS

The Act ......

.....

The Companies Act, 1965 and every other Act for the time
being in force concerning companies and affecting the
Company.

The Articles ..... .....

The Articles of Association as originally framed or as altered


from time to time by Special Resolution.

The Office ..... .....

The Registered Office for the time being of the Company

The Seal ..... .....

The common seal of the Company.

The Directors ...... .....

The directors for the time being of the Company.

The Secretary

Any person appointed to perform the duties of the Secretary of


the Company including any person appointed temporarily.

..... ....

Expressions referring to writing shall, unless the contrary intention appears, be


construed as including reference to printing, lithography, photography, and other modes
of representing or reproducing words in a visible form.
Words importing the singular number only shall include the plural number, and vice
versa.
Words importing the masculine gender only shall include the feminine gender.

DUTI SETEM
MALAYSIA
RM100.00

REF No: 2009B24733

(4)
PRIVATE COMPANY
Restriction of Private
Company

3.

The Companies is a Private Company, and accordingly: (a)

the right to transfer shares is restricted in manner hereinafter prescribed;

(b)

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 subsidiary 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;

(c)

any invitation to the public to subscribe for any share in or debentures of the
Company is prohibited;

(d)

any invitation to the public to deposit money with the Company for fixed
periods or payable at call, whether bearing or not bearing interest, is
prohibited.
SHARES

Share to be under
control of Directors

4.
The shares taken by the subscribers to the Memorandum of Association shall be
issued by the directors. No shares shall be issued at a discount except in accordance with
Section 59 of the Act.

Commission

5.
The Company may pay a commission to any person in consideration of his
subscribing or agreeing to subscribe for any shares in the Company. Commission shall
not exceed 10 per cent of the price at which such shares are issued.

Issue of shares
Certificates

6.
Every member shall entitled, without payment, to receive within two month after
allotment or within one month after lodgement of transfer one certificate under the seal
for all the share registered in his name.

LIEN
Company to have a
paramount lien

Member not entitled to


dividend or to vote until
calls paid

7.
The company shall have a first and paramount lien upon all shares registered in the
name of any member, either alone or jointly with any person, for his debts, liabilities and
engagements whether the period for the payment, fulfilment or discharge, thereof shall
have actually arrived or not, and such lien shall extend to all dividends from time to time
declared in respect of such share, but the directors may at any time declare any share to
be wholly or in part exempt from the provisions of this Article.
8.
No member shall be entitled to receive any dividend or to exercise any privilege as
a member until he has paid all calls for the time being due and payable on, every share
held by him, whether alone or jointly with any other person, together with interest and
expenses.

REF No: 2009B24733

(5)
CALLS ON SHARES
9.
The directors may, subject to the provisions of these Articles, from time to time
make such calls upon the members in respect of all moneys unpaid on their shares as
they think fit, provided that fourteen days notice at least is giving of each call and each
member shall be liable to pay the amount of every call so made upon him to the persons
by the instalments and at time and place appointed by directors.

Directors may make calls

TRANSFER OF SHARES
10.
Subject to the restrictions of these Article, share shall be transferable but every
transfer shall be in writing in the usual common form or in such other form as the
directors shall from time to time approve.
11.
The registration of transfer may be suspended at such times and for such periods
as the directors may from time to time determine, provided always that such registration
shall not be suspended for more than thirty days in any year.

Transfer in writing

Closing of registers

ALTERATION OF CAPITAL
12.
The Company may from time to time by Ordinary Resolution increase the share
capital by such sum, to be divided into shares of such amount, as the resolution shall
prescribe.
13.
The Company may by Special Resolution reduce its share capital and any capital
redemption reserve fund in any manner authorised and subject to any conditions
prescribed by Act.

Power to increase capital

Reduction of capital

MODIFICATION OF CLASS RIGHTS


14.
Subject to the provisions of Section 65 of the Act, all or any of the rights,
privileges or conditions for the time being attached or belonging to any class of shares
for the time being forming part of the share capital of the Company may from time to
time be modified, affected, varied, extended or surrendered in any manner with the
consent in writing of the holders of not less than three-fourths of the issued shares of that
class or with sanction of an Extraordinary Resolution passed at a separate meeting of the
members of that class. To any such separate meeting all the provisions of these Articles
as to General Meetings of the Company shall mutatis mutandis apply, but also that the
necessary quorum shall be members of the class holding or representing by proxy onetwo of the share capital paid or credited as paid on the issued shares of the class, and
every holder of shares of the class in question shall be entitled on a poll to one vote for
every such share held by him.

Rights of Shareholders
may be altered

GENERAL MEETING
15.
An annual general meeting of the Company shall be held in accordance with
the provisions of the Act. All general meeting other than the annual general meeting
shall be called extraordinary general meeting.

Extraordinary General
Meeting

REF No: 2009B24733

(6)
Notice of meeting for
special Resolution

Quorum

When quorum not


present

Chairman of General
Meeting

Power to adjourn
General Meeting

16.
Subject to the provisions of the Act relating to Special Resolutions and
agreements for shorter notice fourteen days notice at the least. Specifying the place, the
day and the hour of meeting, and in the case of special business the general nature of such
business shall be given in manner hereinafter mentioned to such persons as are under the
provisions of these Articles entitled to receive notices of General Meetings from
Company, but with the consent of all persons for the time being entitled as aforesaid, a
meeting may be convened upon a shorter notice, and in such manner as such persons may
approve. The accidental omission to give such notice to, or to the non-receipt to such
notice by, any person shall not invalidate the proceedings of any resolution passed at any
such meeting.
PROCEEDING AT GENERAL MEETING
17.
No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business. Save as herein
otherwise provided, two members present in person shall be a quorum. For the purpose of
this regulation member includes a person attending as a proxy or as representing a
corporation which is a member.
18.
If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be dissolved; in
any other case it shall stand adjourned to same day in the next week at the same time and
place, or to such other day and at such other time and place as the directors may
determine.
19.
The chairman, if any, of the board of directors shall preside as chairman at every
general meeting of the Company, or if there is no such chairman, or if he is not present
within fifteen minutes after the time appointed for the holding of the meeting or is
unwilling to act, the members present shall elect one of their number to be chairman of
the meeting,
20.
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 place
to place, but no business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned for thirty 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 adjourned or of the business to be transacted at an adjourned
meeting.
VOTES OF MEMBERS

Right to vote

No member to vote
whilst calls unpaid

21.
Subject to any rights or restrictions for the time being attaching to any class or
classes of shares, at meeting of members or of classes of members each members entitle
to vote may vote in person or by proxy or by attorney and on show of hands every person
present who is member or a representative of a member shall have one vote, and on a poll
every member present in person or by proxy or by attorney or other duty authorised
representative shall have one vote for every such share he holds.
22.
No members shall be entitled to vote at any general meeting unless all calls or
others sums presently payable by him in respect of shares in the company have been paid.

REF No: 2009B24733

(7)
23.
The instrument appointing a proxy shall be in writing (in the common or usual
form) under the hand of the appointer or of his attorney duly authorised in writing or, if
the appointer is a corporation, either under seal or under the hand of an officer of
attorney duly authorised. A proxy may but need not be a member of the company. The
instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll.

Proxy to be in writing

DIRECTORS APPOINTMENT, ETC


24.

The first directors shall be MUHAMMAD ALI AND JOE BURGER

25.
At the first annual general meeting of the company all the directors shall retire
from office, and at the annual general meeting in very subsequent year one-two of the
directors for the time being, or if their number is not two or a multiple of two, then the
number nearest one-two shall retire from office.
26.

A retiring director shall be eligible for re-election.

27.

There shall be no shareholding qualification for directors.

First Directors
Retirement of Directors

Eligible for re-election


Qualification of Directors

POWER AND DUTIES OF DIRECTORS


28.
The business of the company shall be managed by the directors who may pay
all expenses incurred in promoting and registering the company, and may exercise all
such powers of the company as are not, by the Act or by these regulations, required to
be exercised by the company in general meeting, subject, nevertheless, to any of these
regulations, to the provisions of the Act, and to such regulations, being not inconsistent
with the aforesaid regulation or provisions as may be prescribed by 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 that regulation
had not been made.
29.
The directors may exercise all the powers of the company to borrow money and
to mortgage or change its undertaking, property, and uncalled capital, or any part
thereof, and to issue debentures and other securities whether outright or as security for
any debt, liability, or obligation of the company or of any third party.

General powers of the


Company vested in
Directors

Power of Directors to
borrow and issue of
Debentures

SECRETARY
30.
The first secretary of the Company shall be ZAIDI BIN KHAIRUDIN (LS
01440). The office of the Secretary shall be vacated if the secretary resigns by notice in
writing to the Company, left at the registered office and copies lodged with the Directors
for the time being at their last known addresses.

Secretary

SEAL
31.
The directors shall provide for the safe custody of the seal, which shall only be
used by the authority of the directors or of a committee of the directors authorised by
the directors in that behalf, and every instrument to which the seal is affixed shall be
signed by a directors and shall be countersigned by the secretary or by a second
directors or by some other person appointed by the directors for the purpose.

Custody and affixing of


seal

REF No: 2009B24733

(8)
ACCOUNTS
Accounts to be kept

32.
The directors shall cause proper accounting and other records to be kept and shall
distribute copies of balance-sheets and other documents as required by the Act and shall
from time determine whether and to what extent and at what times and places and under
what conditions or regulations the accounting and other record of the company or any of
them shall be opened to the inspection of members not being directors and no member
(not being a directors) shall have any right of inspecting any account or book or paper of
the company except as conferred by statute or authorised by the directors or by the
company in general meeting.
DIVIDENDS AND RESERVES

Declaration of Dividend

33.
The company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the directors.
INDEMNITY

Indemnify

34.
Every director, managing director, agent, auditor, secretary, and other officer for
the time being of the company shall be indemnified out of the assets of the company
against any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgement is given in his favour or in which he is acquitted or in
connection with any application under the Act in which relief is granted to him by the
Court in respect of any negligence, default breach of duty or breach of trust.

Names, Addresses and Description of Subscribers

Muhammad Ali
NRIC NO: 730303-04-5484
10 Jalan Downing
67007 Jalan Kuching
Kuala Lumpur

Company Director

Joe Burger
NRIC NO: 760606-14-5767
10 Jalan Downing
67007 Jalan Kuching
Kuala Lumpur

Company Director

Dated this 1/12/2009

Witness to the above signature :-

Lodged by:

LI SECRETARIAL MANAGEMENT
Lot 12-1-4, Kompleks PKNS
Jalan Majlis, Seksyen 14, 40000 Shah Alam
Tel: 03-784510101

ZAIDI BIN KHAIRUDIN


NRIC No : 710306-01-5195
10, Jalan Maju, Taman Subang
Shah Alam, 40150 Selangor