Company No.

THE COMPANIES ACT, 1965 A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF YAYASAN ABC

1.

The name of the Company is YAYASAN ABC (hereinafter called the Yayasan).

2.

The Registered Office of the Yayasan will be situated in Malaysia.

3.

The objects for which the Yayasan is established are to receive and administer funds among individuals, groups and organisations from within the country for charitable purposes, all for the public welfare, and to this end:-

a.

To conduct social research and studies on social needs, social ills and social issues with the view of improving the quality of life for the poor, needy and disadvantaged irrespective of race, religion and creed.

b.

To organise social programmes (preventive and rehabilitative) in addressing social problems and needs by the poor, needy and disadvantaged individuals, families and communities.

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c.

To establish day care, residential care, counselling and community care centres and self-help programmes in the community.

d.

To organise training courses to train volunteers and staff in the setting up and managing of social programmes; in the area of character and moral development and in the area of training families, local groups and communities in self-help approaches in handling social needs and problems.

e.

To recruit and organise volunteers for involvement in social programmes.

f.

To raise funds for social studies and services among the poor, needy and disadvantaged.

g.

To

organise

social

and

public

awareness

programmes, seminars and conferences, study groups and social works camps on social problems, social needs, social ills and social issues.
h.

To publish materials on social needs, social problems, social ills and social issues, to purchase and sell educational and training books, tape publications, magazines and literature, to promote and encourage participation in community services

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provided always that the Yayasan shall not indulge in any business or commercial activities or utilize its properties and assets for any commercial activities.
i.

To build community service and educational centres, community halls and equip them with necessary educational (computers, books and materials), occupational, vocational and recreational resources for the benefit of poor, needy and disadvantaged communities provided always that the Yayasan shall not indulge in any business or commercial activities or utilize its properties and assets for any commercial activities.

j.

To receive any gifts whether movable, immovable or pecuniary and whether or not subject to any trust for any one or more of the objects of the Yayasan provided always that the Yayasan shall not indulge in any business or commercial activities or utilize its properties and assets for any commercial activities.

k.

To subscribe and to grant donations to local or national organisations in Malaysia having similar objects as to the Foundation approved by the Director-General of Inland Revenue, Malaysia.

l.

To purchase, take on lease or otherwise acquire for the purposes of the Yayasan and to hold any estates, lands, buildings, easements or other interests in immovable property, and any movable property or interests in movable property and

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to sell and let on lease or otherwise dispose of or grant rights over any movable or immovable property belonging to the Yayasan PROVIDED that the Yayasan shall not acquire, or hold any land without the license of the Minister charged with the responsibilities for companies. m. To develop immovable property acquired by the Yayasan or in which the Yayasan is interested and in particular by laying out the same for building purpose, constructing, altering, draining, repairing, farming, demolishing, letting on decorating, lease maintaining, or building furnishing and fitting up any building thereon and by planting, building agreement any land, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others. n. as shall determine. o. To purchase or otherwise and to accept and take, hold and sell, shares or stock in any company, corporation, society or undertaking. p. To sell, dispose of, or transfer any property and undertaking of the Yayasan or any part thereof, for any consideration which the Yayasan may seem fit to accept. To let on lease or on hire the whole or any part of the movable or immovable property of the Yayasan on such terms the Board

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q.

To foster, develop and improve education of all kinds and approved under the National Education Policy and the Education Act, 1961, including the funding and maintaining of scholarships.

r.

To draw, accept and make, and to endorse, discount and negotiate, bills of exchange, promissory notes and other negotiable instruments provided always that the Yayasan shall not indulge in any business or commercial activities or utilize its properties and assets for any commercial activities.

s.

To invest in Malaysia the money of the Yayasan not immediately required in such manner as from time to time the Yayasan acting through its Board of Trustees may in its absolute discretion think fit and the Yayasan shall have the same full and unrestricted powers of investing and varying investments of its money not immediately required in all respects as if it was absolutely and beneficially entitled thereto with power to place any such money of the Yayasan provided always that such investment shall be in compliance with the investment policy as determined by the Director General of Inland Revenue, Malaysia from time to time.

t.

To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Yayasan and to remunerate any person or persons for the

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services rendered in the promotion and establishment of the Yayasan. u. To borrow and raise money in such manner as the Yayasan may think fit. v. To establish and procure the registration of, and to direct, manage, and maintain, any agency or branch of the Yayasan in any part of Malaysia in connection with the objects of the Yayasan or one or more of them.
w.

To delegate all or any of the trust duties imposed and all or any of the trust powers conferred upon the Yayasan to any investment holding or investment contract scheme management company and to transfer to any such company all or any part of the property or investments of the Yayasan with or without any declared trust in favour of the Yayasan or in favour of the beneficiaries of the trusts for which the Yayasan is established and in exchange for preferred and deferred or any ordinary debentures, debenture stocks, bonds obligations, shares, stocks or securities issued by or in the transferee company or upon the security of any debenture, mortgage legal or equitable, charge, guarantee or other form of security given by or on behalf of the transferee company or without consideration or security as the Yayasan acting through its Board of Trustees shall in its absolute discretion think fit.

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x. trustees,

To do all or any of the above things as principals, agents, or otherwise, and either alone or in conjunction with any other non-profit operating company, undertaking or person, and either by or through agents, trustees or otherwise provided that the Yayasan shall not indulge in any business activities or commercial transactions.

y.

PROVIDED ALWAYS that the Yayasan shall not support with its funds any political organisation or any objects, or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which if an object of the Yayasan would make it a trade union. The Provision of the Third Schedule to the Companies Act, 1965 shall not apply to the Yayasan and the foregoing paragraph shall be read and construed without reference to the provisions of that Schedule unless expressly included in this Memorandum and Articles of Association with the approval in writing of the Minister charged with the responsibilities for companies.

2.

There shall be a Board of Trustees set up for the management of the affairs for the Yayasan (hereinafter called the Beard).

3.

The Board of Trustees shall set up a Management Committee to carry out the activities of the Yayasan. At least

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50% of the members of the Management Committee must comprise of persons not connected to the Yayasan or its founders.

4.

The income and property of the Yayasan whencesoever derived shall be applied solely towards the promotion of the objects of the Yayasan as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Yayasan. PROVIDED that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Yayasan, or to any member of the Yayasan or the Trustee in return for any services actually rendered to the Yayasan, but so that no Trustee shall be appointed to any salaried office of the Yayasan or any office of the Yayasan paid by fees, and that no remuneration or other benefit in money or moneys shall be given by the Yayasan to any Trustee except repayment of out-of-pocket expenses The Board of Trustees shall ensure that no benefits shall similarly accrue directly or indirectly to the founders, trustees and their immediate family members and close relatives.

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At least 70% (or % as agreed by the Director General of Inland Revenue, Malaysia) of the income and donations received by the Yayasan in any year must be utilized in the following year in activities or objects for which the Yayasan is established.

6.

The Board of Trustee shall take all necessary actions and steps to ensure that the activities of the Yayasan are carried out for the benefit of persons who are needy and disadvantaged and not for the benefit of the management committee members, the staff, the members or the Trustees of the Yayasan or persons connected to them. The Board of Trustees of the Yayasan shall also ensure that persons with authority, power, ranking or position in society do not make use of their privileged positions to gain or derive benefits from the activities of the Yayasan.

7.
8.

The liability of the members is limited. No addition, alteration or amendment shall be made of or in provision contained in the Memorandum of Association for the time being in force unless the same shall have been previously submitted to and approved by the Minister charged with the responsibility of companies and the Director General of Inland Revenue, Malaysia.

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9.

No person shall be appointed a director/trustee of the Yayasan unless his proposed appointment has been approved by the Minister charged with the responsibility of companies.

10.

If upon the winding up or dissolution of the Yayasan there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Yayasan, but, if and so far as effect can be given to the next provision, shall be given or transferred to some other institutions or institution having objects similar or cognate to the Yayasan at or before the time of dissolution and if and so far as effect cannot be given to such provisions then to some charitable object approved by the Director General of Inland Revenue, Malaysia.

11.

Every member of the Yayasan undertakes to contribute to the assets of the Yayasan in the event of the same being wound up during the time he is a member, or within one year afterwards for payment of the debts and liabilities of the Yayasan contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same and for adjusting the rights of the contributors amongst themselves, such amount as may be required, not exceeding the sum of Ringgit Malaysia One Hundred (RMI00.00) only.

12.

True and proper accounts shall be kept of the sums of money received and expended by the Yayasan, and the manner in respect of which such receipt and expenditure take

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place, and of the property, credits and liabilities of the Yayasan, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Yayasan for the time being, shall be open to the inspection of members. Once at least in every year the accounts of the Yayasan shall be examined and the correctness of the balance sheet ascertained by one or more approved Auditor or Auditors. The audited annual accounts and a list of the members of the Management Committees of the Yayasan must be submitted annually to the Director General of Inland Revenue. Malaysia at the Head Office in Kuala Lumpur.
13.

We, the several persons whose names, addresses and descriptions association are in subscribed hereto, are desirous of being formed into an pursuance of this Memorandum of Association :-

Name & Address

Signature

of

Subscriber

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