Noblehouse International Trust Ltd

Application Form Checklist

Have you read and understood the Guidance Notes?

Is the application form duly completed?

Is the application form duly signed by the beneficial owner(s)?

Specimen signatures of All enclosed?

Reference letters for ALL enclosed?

Certified copy of Identifications enclosed?

Evidence of Address enclosed?

Have the incorporation costs been remitted to Noblehouse?

Have the remittance slip/advice been faxed to Noblehouse?

Reminder : Please ensure the above checklist are ALL CROSSED and package in order
before sending the ORIGINAL documents to us.

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 Noblehouse International Trust Ltd.

Application For The Incorporation Of A Labuan Company

Under The Labuan Companies Act 1990

Once you have completed the Application Form, please return the form together with
ALL the due diligence documents to :

Noblehouse International Trust Ltd. (LL03668)

(Registered Trust Company : LT0023)
Level 1, Lot 7, Block F, Saguking Commercial Building,
Jalan Patau-Patau, 87000 Labuan F.T., Malaysia
Tel : (6)087-410745; (6)087-421626
Fax : (6)087-419755
Email : noble@noblehouse-labuan.com

ALL payment may be made by telegraphic transfer to our account with the Maybank
International (L) Ltd., detail as follows:

Correspondence Bank : Citibank New York

21st Floor, 111 Wall Street
New York, NY10043
Swift Code : CITIUS33
Beneficiary's Bank : Maybank International (L) Ltd.
Swift Code : MBBEMYKA
Account No. : 36075039
Beneficiary's Name : Noblehouse International Trust Ltd.
Beneficiary Account No. : 102010000001289

* Please include all local & overseas bank charges when making payment.

Please note that the incorporation fees must accompany each application. Once remittance
has been made to our account, kindly attach a copy of the bank-in slip/credit advice to us for
confirmation purposes.

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 IMPORTANT POINTS:

1. As a prerequisite to acting on behalf of the beneficial owner we require our

standard operating agreements to be executed in addition to the satisfaction
of our due diligence requirements. Neither transfers of shares, appointment of
officers or execution of contracts will take place until these requirements have
been satisfied. Any amendments made to these agreements must be agreed to
by both parties and any costs attributable to such changes will be borne by the
beneficial owner.

2. A Labuan company shall only carry on business in, from or through Labuan.

3. NO Labuan company shall carry on business in Ringgit:

i) except for defraying its administrative expenses and statutory

expenses;

ii) unless permitted under the Labuan Financial Services and Securities
Act 2010 or the Labuan Islamic Financial Services and Securities Act
2010;

iii) except in relation to the holding of investments in a domestic

company;

iv) except in relation to the holding of debt obligations by a Labuan

company or a foreign Labuan company; or

v) except for payment made by the Labuan company to maintain a

professional contact with any counsel, attorney, accountant, book-
keeper, Labuan trust company or a corporation wholly owned by a
Labuan trust company made available by the Labuan trust company
to act or be appointed as a resident director or a resident secretary
of a Labuan company, management company, investment adviser or
other similar person carrying on business within Malaysia.

4. Where a Labuan company carries on a business with a resident, the Labuan

company SHALL notify the Authority of any transactions between the
Labuan company and the resident within ten working days of such
transactions.

5. Notwithstanding (4) above, a Labuan company is NOT required to notify the

Authority of transactions between the Labuan company and the resident
where:

i) the Labuan company carries on any licensed activity with a resident

under the Labuan Financial Services and Securities Act 2010 or the
Labuan Islamic Financial Services and Securities Act 2010;

ii) the Labuan company makes or maintains deposits with a person

carrying on a business within Malaysia;

iii) the Labuan company makes or maintains a professional contact with

any counsel, attorney, accountant, book-keeper, Labuan trust
company or a corporation wholly owned by a Labuan trust company

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 made available by the Labuan trust company to act or be appointed
as a resident director or a resident secretary of a Labuan company,
management company, investment adviser or other similar person
carrying on business within Malaysia;

iv) the Labuan company prepares or maintains books and records within
Malaysia;

v) the Labuan company holds, within Malaysia, meetings of its directors

or members;

vi) the Labuan company acquires or holds any lease of any property for
the purposes of its operation or as accommodation for its officers or
employees;

vii) the Labuan company holds shares, debt obligations or other

securities in a company incorporated under this Act or in a domestic
company, or holds shares, debt obligations or other securities
including shares and any property provided as collateral to secure any
borrowing for the purposes of a transaction entered into in the
ordinary course of business in connection with the lending of money;
or

viii) a resident of Malaysia holds shares in that Labuan company.

6. Prior to completing the application form, please refer to the important

information contained in the guidance notes.

7. To expedite the incorporation process, please provide us with the

completed Application Form and supporting documents by Email or fax
(original to follow), together with the payment.

8. Please note that Noblehouse reserve the right to reject any application
received.

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 Noblehouse International Trust Ltd.

Important Information Required To Incorporate A

LABUAN COMPANY

1 Proposed Name.
Under the Labuan Companies Act 1990, the name of a Labuan company shall include
the words:

“Corporation” or “Corp.”; “Incorporated” or “Inc.”; “Limited” or “Ltd.”; “Public Limited

Company” or “P.L.C.”; “Aktiengesellschaft” or “A.G.”; “Naamloze Vennootschap” or
“N.V.”; “Societe Anonyme” or “Sociedad Anonima” or “S.A.”; “Perseroan Terbatas”
or “P.T.”; or in romanised characters any words in the national language of any
country which connote a joint stock company limited by shares or any abbreviation
thereof

as part of its name.

However, the above does not apply to a Labuan company that is incorporated for non
profitable purposes including social, charitable or educational.

A Labuan company may have “(L)” as part of its name. A Labuan company may also use
the word “Berhad” or “Bhd.” but where used, “(L)” must also be included.

Where a Labuan company has a non-romanized character or alphabet as part of its

name, an accurate and certified rendition of the name in the English language shall be
employed and be clearly stated in:

(a) every written communication sent by, or on behalf of, the company; and

(b) every document issued or signed by, or on behalf of, the company that
evidences or creates a legal obligation of the company.

The length of the name of a Labuan company is restricted to 60 characters including

spaces.

If the name is similar to that of another company or is a trademark please provide written
consent for the use of such name. If the name is not in English or Bahasa Malaysia
please clarify the meaning of the name in either of these two languages.

Action : Please provide us with the name of the proposed company and an alternate
name, in case the first choice is not available.

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 2 Principal Activities.
A Labuan company may be incorporated to undertake any business that may be lawfully
carried on in Malaysia.

A Labuan company shall not carry on the business of Labuan banking, Labuan
investment banking, Labuan insurance and insurance related business, Labuan trust
company, Labuan fund management company, Labuan leasing, Labuan factoring,
Labuan money-broking, Labuan development finance business, Labuan Islamic financial
business and Labuan company management unless it is licensed to do so under the
under the Labuan Financial Services and Securities Act 2010 or the Labuan Islamic
Financial Services and Securities Act 2010.

A Labuan company shall carry on business in, from or through Labuan.

Action: You are required to provide us with a brief write up describing your proposed
business activities (nature of business, business dealings in which countries, parties
involved, etc...) on the Application Form.

3 Share Capital.
All shares of a Labuan company shall be of No Par Value.

Share capital can be denominated in any currency of the world except Malaysian Ringgit.
Incorporation fees payable on nominal capital are as follows:

Paid-Up Capital in Ringgit Equivalent Fee Payable

Below RM50,000 RM 1,000

Between RM50,000 to RM1,000,000 RM 2,000

Above RM1,000,000 RM 5,000

Please note that the standard incorporation fee as per our Fee Schedule covers the cost
for setting up a company with a Paid-Up capital of below RM50,000 with fee payable of
RM1,000. If you require higher Paid-Up capital, you are required to remit the additional
fee payable as per the above schedule.

A Labuan company may be—

(a) a company limited by shares;

(b) a company limited by guarantee; or

(c) an unlimited company.

Action: Please clearly indicate the currency, type of company, number of shares,
amount of Paid-Up capital, as well as the type of shares (eg: ordinary, redeemable
shares).

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 4 Beneficial Owners.
Details of the ultimate beneficial owners together with the proportions of ownership and
specimen signatures should be provided to us. This information will not be divulged to
anyone (except to auditors should one be appointed or at the specific request of the
Labuan Financial Services Authority) and is treated by us in the strictest confidence.
We need to know for whom we act and from whom we can accept instructions. The
recording of this information is a requirement of our licence.

The beneficial owners are required to execute, as appropriate, our standard operating
agreements. These documents shall be executed by a natural person. Only under
special circumstances will we accept the execution of the documents by a corporate
body.

Action: Please complete the whole section and comply with the “Due Diligence” section
as shown on Note 18 below. Please also insert your specimen signature and briefly
describe your present occupation/business activities (eg: job title, name of present
employer, address of employer) on the Application Form.

5 Shareholders.
The minimum number of shareholders for a Labuan company is ONE, who may be a
corporate body. Details of shareholders together with the proportions of ownership
should be provided to us.

Our trust company can act as a nominee shareholder provided a Nominee Agreement is
executed by the ultimate beneficial owners. If we are required to act as nominee
shareholder please indicate as such and this section need not be completed.

Action: Please complete the whole section and comply with the “Due Diligence” section
as shown on Note 18 below. Please also insert your specimen signature and briefly
describe your present occupation/business activities (eg: job title, name of present
employer, address of employer) on the Application Form.

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 6 Directors.
Every Labuan company shall have at least ONE director who MAY be a resident director
(i.e. an officer of a Labuan trust company or a domestic company or a Labuan company
wholly owned by a Labuan trust company, or an officer of a domestic granted a licence or
registered under the Insurance Act 1963, Islamic Banking Act 1983, Takaful Act 1984 or
the Banking and Financial Institutions Act 1989 which holds shares in a Labuan
company, made available for the appointment by the Labuan trust company or the
domestic company).

A Malaysian director that is not an officer of a Labuan trust company is not considered a
resident director under section 87(2) of the Labuan Companies Act 1990. A corporation
may be appointed as a director of a Labuan company.

We do not normally provide a resident director. Noblehouse will only provide a resident
director in circumstances where it is administering the Labuan company, the resident
director is the signatory to the company’s bank accounts and is also furnished with
monthly bank statements, or alternatively the accounts of the company are audited. Each
ultimate beneficial owner is required to execute a Deed of Indemnity with the resident
director.

Action: Please complete the whole section and comply with the “Due Diligence” section
as shown on Note 18 below. If you choose your own director, please complete and sign
the Form 21 as enclosed but do NOT insert any date on the form. Please also insert your
specimen signature and briefly describe your present occupation/business activities (eg:
job title, name of present employer, address of employer) on the Application Form.

7 Secretaries.
Every Labuan company is required to appoint a resident secretary. No person, other than
an officer of a Labuan trust company or a domestic company wholly owned by a Labuan
trust company shall act or be appointed as a resident secretary of a Labuan company.
We shall provide the resident secretary and you may appoint additional secretaries which
may be corporations. The resident secretary shall have custody of the common seal,
share certificate book, minutes book and all statutory registers. Each beneficial owner is
required to execute a Deed of Indemnity with the resident secretary.

Action: Please complete the whole section and comply with the “Due Diligence” section
as shown on Note 18 below, if additional secretary is appointed. Please also insert your
specimen signature, where applicable, and briefly describe your present
occupation/business activities (eg: job title, name of present employer, address of
employer) on the Application Form.

8 Authorised Representatives.
Please provide the particulars of the person authorised to deal with us together with a
specimen signature. Please note that we reserve the right to contact the beneficial
owners directly.

Action: Please complete the whole section and comply with the “Due Diligence” section
as shown on Note 18 below. Please also insert your specimen signature and briefly
describe your present occupation/business activities (eg: job title, name of present
employer, address of employer) on the Application Form.

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 9 Proposed Financial Year End.
Under the Labuan Business Activity Tax Act 1990 (“LABATA”), every Labuan company
must have a “basis period” for a year of assessment. Basis period, in relation to a year of
assessment, means the accounting period or periods ending in the calendar year
immediately preceding that year of assessment.

Where a Labuan entity carrying on a Labuan business activity which is a Labuan trading
activity does not have a basis period for a year of assessment, the Labuan entity shall be
charged for that year of assessment to tax of twenty thousand ringgit.

Hence when a Labuan company commences operation, it must choose a financial year
end which is before 31 December in the year of commencement in order to avoid
absence of basis period.

If the Labuan company chooses to be taxed under the Income Tax Act 1967, it can
choose any of the date in a year of assessment to be its financial year end without
having regard to absence of basis period.

Action: Please advise us on the financial year end of the proposed company.

10 Auditor.
A Labuan company or a foreign Labuan company shall not be required to appoint
a person or persons to be the auditor or auditors of the company unless:

(a) it is required to do so under any other written laws in Labuan in respect of financial
services (Labuan bank, Labuan investment bank, Labuan insurance and insurance
related companies, Labuan trust company, Labuan fund management company,
Labuan leasing, Labuan factoring, Labuan money-broking, Labuan development
finance business, Labuan Islamic financial business and Labuan company
management business);

(b) its articles so provide; or

(c) it makes an offer for subscription or purchase, or issues an invitation to subscribe for
or purchase, securities pursuant to subsection 8(1) of the Labuan Financial Services
and Securities Act 2010 and such offer or invitation is not excluded under subsection
8(5) of that Act, or subsection 13(2) of the Labuan Islamic Financial Services and
Securities Act 2010 and such offer or invitation is not excluded under subsection
13(5) of that Act.

Action: Please advise us your choice of auditor, if required.

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 11 Election on Tax Jurisdiction.
A Labuan company has the option to elect to be taxed either under the LABATA or
Income Tax Act 1967 (“ITA”).

If a Labuan company elects to be taxed under LABATA:

(a) and carries on a Labuan business activity which is a Labuan trading activity for the
basis period, then it can elect to pay tax at 3 % on the net profits as reflected in the
audited accounts or RM20,000;

(b) and carries on a Labuan business activity which is a Labuan non-trading activity for
the basis period for a year of assessment, then it shall not be charged to tax for that
year of assessment.

If a Labuan company elects to be taxed under ITA:

(a) and carries on a Labuan business activity may make an irrevocable election in the
prescribed form that any profit of the Labuan entity for any basis period for a year of
assessment and subsequent basis period to be charged to tax in accordance with
the ITA in respect of that Labuan business activity;

(b) all the provisions of the ITA shall apply including that the company shall:

(i) be taxed on a current year basis;

(ii) be taxed at a rate of 25% on the chargeable income;
(iii) provide estimated income within three months of commencing operations;
(iv) be subject to tax audit and tax investigation provisions; and
(v) be taxed at the prevailing corporate tax rate for income derived from activities
within Malaysia.

(Other terms and conditions as per the ITA can be found at the Inland Revenue
Board website - www.hasil.org.my)

Action: Please advise us your choice of Tax Jurisdiction.

12 Tax Agent.
(a) If a Labuan company elects to be taxed under LABATA, it is Noblehouse's normal
practice to act as the proposed tax agent as it is acting as the proposed Labuan
company's resident secretary and hence, practical to file the tax return/statutory
declaration as required under the LABATA with the Inland Revenue Board (IRB).

(b) If a Labuan company elects to be taxed under ITA, it is normal practice for our
associate firm CK Chin, Chartered Accountants, an approved tax agent (licensed
under ITA) to act as the tax agent of the proposed Labuan company.

The tax agent service fee covers the computation, preparation and submission of tax
returns, application for extension for time, arrangement for tax payment and submission
of tax estimates and their revisions to the Inland Revenue Board of Malaysia.

Action: Please confirm the appointment of either Noblehouse (if election to be taxed
under LABATA) or CK Chin, Chartered Accountants (if election to be taxed under ITA) as
tax agent. Otherwise, kindly advise us accordingly.

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 13 Accounting Services.
(a) Every Labuan company is required to keep proper accounting and other records as
will sufficiently explain the transaction and financial position of the proposed
company.

(b) Every Labuan and the directors thereof shall cause appropriate entries to be made
in the accounting and other records of the company within ninety days of the
completion of the transactions to which they relate.

(c) The accounting and other records of a Labuan company shall be kept at the
registered office of the company or at such other place in Labuan as the directors
think fit.

Action: Please confirm if you require Noblehouse to compile the financial statements of
the proposed company. Otherwise, kindly advise us accordingly.

14 Bank Accounts.
Noblehouse provides the services to assist the proposed Labuan company to open bank
accounts with any bank for a fee as stated in our Fee Schedule.

Action: Please indicate if you require such services from Noblehouse and complete the
basic information as provided in the Application Form.

15 Bank Signatories.
Noblehouse provides the services of bank signatory to operate the bank accounts of the
proposed company ONLY if Noblehouse acts as the Resident Director for the proposed
company AND the proposed company's financial statements are audited, OR monthly
bank statements are forwarded by the banker to Noblehouse's registered office. The fee
for acting as bank signatories is stated in our Fee Schedule.

Action: Please indicate if you require such services from Noblehouse.

16 Other Services/Special Instructions.

If you require Noblehouse to provide services which are not listed on the Application
Form or need us to adhere special instruction, kindly provide the details at the space
provided.

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 17 IMPORTANT NOTES
Should Noblehouse or any of its officers or any of its related companies be appointed as
nominee director, it is our policy that an 'open' Form 21 be pre-signed by the beneficial
owner or his/her nominee. Likewise, should Noblehouse or any of its officers or any of its
related companies be appointed as nominee shareholder, it is our policy that an 'open'
Share Transfer Form be pre-signed by the beneficial owner or his/her nominee. These
documents will be kept by Noblehouse and only be effected/used in the event that the
company opts to be struck off.

To help the Government fights the funding of terrorism and money laundering activities,
effective 15th January 2002, Section 16 of the Anti-Money Laundering and Anti-
Terrorism Financing Act 2001 requires all reporting institutions to obtain, verify and
record information that identifies each person or legal entity that opens an account.

In order for us to prevent and guard ourselves as being used as a medium for money
laundering activities and terrorism financing activities, it therefore means that when you
open an account or set up an entity through us, we will ask for your name, address, and
other information that will allow us to identify you (as per the notes above).

18 DUE DILIGENCE
In tandem with Noblehouse's KYC (Know Your Customer) policy, kindly take note that we
require the followings :

For Individuals :
1) Certified true copy of passport OR Identification Card (with clear photo page); **

2) Two (2) letters of reference (from reputable bankers, lawyers or independent

auditors/accountants). The references provided should be current, i.e. not older than
ONE month and should be addressed to “Noblehouse International Trust Ltd.”.
References addressed “To Whom It May Concern” are NOT acceptable; and

3 ) Evidence of residential address by providing a recent utility bill, council tax, OR

mortgage statement.

For item 3 above, please ensure you provide us with ORIGINAL documentation. We will,
however return any documentation if you so request. Alternatively, you may directly
send us certified copy of the document. It must however be certified by either a lawyer or
a notary public, and complete details of the certifier must be clearly stated in the
document. **

For Corporations (or non-individuals) :

1) Certified true copy of certificate of incorporation; **

2) Certified true copy of memorandum and articles of association; **

3) Certified true copy of list of directors and shareholders; **

4) Certified true copy of document evidencing its registered address; ** and

5) Latest original certificate of good standing from Home Authority.

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 ** Certified Copy.
Certification must be made by a suitable person such as a lawyer, accountant, director or
manager of a regulated credit or financial institution, a notary public, a member of the
judiciary or a Consulate.
The Certifier should,
i) sign and date the copy document;
ii) print his/her name in capitals clearly underneath; and
iii) state his/her position or capacity.

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 Form 21

Labuan Companies Act 1990

(Section 88)

Company No. :

CONSENT TO ACT AS DIRECTOR

I/We,
of
*NRIC/Passport/Company No.
consent to act as *Director/Corporate Director of the above-named company with effect from
the day of , 20 .

Dated this day of , 20 .

Signature

It is hereby certified that the above signatory *is the proposed director of the above-named
offshore company/has been authorised by the proposed director to sign on his behalf.

*Resident Secretary
Corporate Secretary

* Delete whichever is inapplicable