SUNRISE BERHAD(Company No.231818-V)(Incorporated in Malaysia)

CHAIRMANS AGENDA FOR THE EXTRAODINARY MEETING TO BE HELD ON 14 MAY 2015 (THURSDAY) AT 10.30 A.M. AT 505 ROOM, WESTIN HOTEL, JALAN NIP 2/8, TAMAN PERINDUSTRIAN NUSAJAYA 2, JOHOR BAHRU 79200, MALAYSIA.SCRIPTAt 10.30 a.m., the chairman and shareholders shall process to their seats at the meeting room. -(All members enter in meeting room without Chairman, Adli Bakhtiar.)(After 15minutes. Chairman still not comes. The Members start asking each other).

(Zarfan starts flipping his pen; Jhony starts scrolling his smartphone; Melissa starts reading magazine, Vincent starts spinning his chair)

S/holder 1Thats too much! I have been waiting for 10 minutes. You are wasting my time.

S/holder 4Who is the one wasting my time here? Do you know my earnings per minute? I could have earned more than thousands per minute dealing with my stocks. Who is going to compensate for my loss? Are you going to be responsible for my loss?

Director 4Calm down. Mr Jhony. Im also rushing to fetch my son from nursery later. Be patient.

CSAccording to Article 49, Table A, the chairman of board of directors shall preside as chairman at general meeting or if no chairman or if he is not present within 15 minutes after the time appointed for the holding of the meeting or he is unwilling to act, the member present shall elect one of them. So you all shall appoint a new chairman for replacement if Mr Adli is not going to show up after 15 minutes.

Director 2Lets wait for a few more minutes.

(After 13 minutes, Mr Chairman appears)

ChairmanGood morning, everyone. Im sorry for not being punctual. My car broke down on my way to the hotel, so I had to take a taxi instead. Alright, it is my honour to welcome every one of you to our Extraordinary General Meeting. Without any further delay, I would like to call upon Ms. Secretary to confirm the presence of a quorum.

WELCOMING SPEECH

ChairmanGood Morning. It is my honour to welcome every one of you to our Extraordinary General Meeting. Without any further delay, I would like to call upon Ms. Secretary to confirm the presence of a quorum.

CS*Stand up and check the attendance list*Thank you, Mr. Chairman. Now I would like to confirm the attendance of members with majority shares in our company. They are Mr. Adli, Mr. Alex, Mr. Munawer, Mr. Dahlan and Ms Alexcaendra. Based on the attendance list that I have prepared, there are total of 15 people attending this EGM.

QUORUM

CSMr. Chairman, according to Article 47 of Table A, two (2) members present in person shall be quorum for general meeting. I am pleased to confirm the presence of the requisite quorum as the commencement of the meeting.

ChairmanThank you, Ms. Secretary. Is there any apology for todays meeting?

CSFor your information, one of our members has filed for proxy in todays meeting, where the details of the proxy will be disclosed later in the meeting.

ChairmanAlright, Ms. Secretary. Since the requisite quorum is being present, then I shall be pleased to call the meeting to order. All the Directors and shareholders please sign the attendance list being circulated.Now, I would like to introduce my fellow Directors and officers in duty today:

Chairman: Mr. Adli Bakhtiar Secretary : Ms. Norlia Mustafa

Executive Director : Mr. Zarfan Salleh CEO: Mr. Alex TanExecutive Director : Mr. Dahlan GhazaliExecutive Director : Ms. Melissa JeffryShareholder : Mr. Fahmi Arshad Shareholder: Mr. Munawer Abdul RahimShareholder: Mr. Daniel AdamShareholder:Mr. Jhony NgShareholder:Mr. Lai Fuu SingShareholder:Ms. Semerenjit KaurShareholder:Ms. Dzulaika Binti DzulkifliShareholder:Ms. Tan Zhi JiunShareholder:Mr. Lee Chen ThianShareholder (Proxy):Ms. Choong Feng LieOkay, so shall we proceed to the orders of todays meeting?

SecretaryYes.

ChairmanThank you, Ms. Secretary. Just a kindly reminder, please switch off your mobile phone or put your phone in silent mode so that the meeting will not be interrupted.

PROXY

SecretaryI hereby report to you that one of our director, Ms ALexcendra , had appointed Ms. Choong Feng Lie as her proxy for todays meeting, representing 11% of shares. Based on Art 54, Table A, a proxy shall vote by poll in general meeting. However, according Art 51, Table A, a proxy cannot vote on show hands unless the Article provide otherwise. Since Table A is adopted in the company, the proxy shall enjoy the same right as the member to speak and vote at the meeting, either show by hand or poll.

ChairmanAlright, noted and thank you.

EXPLANATION OF VOTING PROCEDURE

ChairmanSo, as the resolution will be resolved through proper voting procedure later, I think it is necessary for you to explain the relevant procedure now. Ms. Secretary, would you like to explain about the procedure?

SecretaryIs my pleasure, Mr. Chairman. Dear members, when Chairman call for a vote on the resolution to be proposed from the floor, please raise your to vote. A poll will be carried out if any member is unsatisfied with the voting results. For your information, each of the member will have 2 cards provided which is in green and red colour. For those who vote for favour, please raise up your green card otherwise, please raise up your red card if you against for the resolution.Any queries regarding the procedure, shall you not hesitate to raise it out now? (No queries) Since there is no query, I would like to explain on the notice of meeting?

ChairmanPlease, go ahead.

NOTICE OF MEETING

ChairmanThe notice convening this EGM has already been sent to all the members and those invited. Is there any objection? If there is no objection, I shall declare that the notice of the meeting be taken as read.

Everyone*Everyone agrees*

AGENDA OF MEETING

ChairmanNext, we shall proceed to our agendas for this EGM. Ms. Secretary, can you please read out the agendas for us?

CSSure, Mr. Chairman. There are total of five agendas that are going to be discussed in todays EGM. Our first agenda is on the removal of Mr. Zarfan from position of director. Second agenda is on the appointment of Mr. Fahmi to fill in casual vacancy. Third agenda is on the appointment of gratuity payment to Mr. Adinan. Fourth agenda will be the approval of consolidation of shares. And last but not least, the fifth agenda is on the approval of change of object clause in memorandum.

ChairmanThank you, Ms. Secretary. As usual, we shall pass any resolution with voting by hand unless a voting by poll is demanded. Ms. Secretary, please help us to count and verify the votes later. The results shall be announced on the sport after all the votes have been counted. Lets proceed to our first agenda.

AGENDA 1: TO REMOVE MR ZARFAN FROM HIS OFFICE OF DIRECTOR

CSOur first agenda today is to remove Mr Zarfan from his office of director. We have received an intention letter from our shareholders Mr Munawer and Mr Fahmi on this issue.

Director 1Are you kidding? Remove me?

CSMr Munawer and Mr Fahmi claimed that you have intentionally concealed the fact that you were sacked by your former employer due to financial fraud.

S/Holder 2He was allegedly involved in embezzlement of company funds by using his position as a finance manager of Luxchem Trading Sdn Bhd in 2007. He was caught approving and processing phony invoices and payment vouchers to fictitious vendor who was not on the approved vendor list of the company.

Director 1Nonsense. I wound not be able to stand in front of you all now if your accusation is true. I should have been imprisoned. What you said is just unjustifiable.

S/Holder 2Your former employer did not take legal action and you are not prosecuted because the embezzled funds were recovered in full amount by your father. The company was planning to be listed on Bursa Malaysia. Therefore the BOD decided to settle it internally and keep a low profile to avoid adverse publicity. Thats why you are still standing here.

Director 1You better stop. You have no evidence at all. Stop it or I will just sue you for defamation.

S/Holder 2Mind your words. You are threatening.

Director 4Hold on. Mr Munawer, can you please reveal your source of information?

S/Holder 2Sorry to say that I have to protect the identity of my source. I can just tell you it is from the former employee of the internal audit department of Luxchem.

Director 2Although we do not have solid evidence, I doubt your honesty and integrity. Why did you withhold the information of Luxchem on your employment history?

Director 3Can you please justify yourself?

Director 4Yes we need a reasonable explanation.

S/Holder 1 Thats not the end of the story. Mr Zarfan was also hiding the fact that he was a director of an insolvent company 3 years ago.

S/Holder 3Dont you mind to explain what has happened?

Director 1Alright, I admit that I was one of the directors in Silver Moon Sdn Bhd from 2009 to 2012.

ChairmanTo make things clear, I would like to hear more from the shareholders who brought up this issue.

S/Holder 1 My brother was one of the suppliers of Silver Moon Sdn Bhd. I was shocked when he told me the truth that Silver Moon went bankrupt in 2012. I silently investigated your background together with Mr Munawer and we found that you have been hiding your dishonourable history from us.

Director 1Whats done is done. I made mistakes in the past. But this should not override my contributions to our company. I have contributed so much to this company. Without my efforts in networking, do you think our company could get the chance to cooperate with the leading construction companies and hence triple the annual turnover last year?

S/Holder 4If Im not mistaken, under the law, a director of a company which has gone into liquidation should be prohibited from holding the position of director in another company within five years.

ChairmanMs Norlia, can you please advise us on this?

CSAllow me to rectify your statement, Mr Johnny. According to S130A, a director will be disqualified only if he has been a director of an insolvent company and subsequently has been a director of another company which has gone into liquidation within five years of the date on which the first-mentioned company went into liquidation. Therefore, we cannot disqualify Mr Zarfan under S130A.

S/Holder 1Although we cant remove Mr Zarfan under S130A, I still feel uncertain about his questionable credibility.

Director 2Yes, I doubt his trustworthiness too. Im sorry to say that I lost my confidence in you, Mr Zarfan.

Director 3I have been working with Mr Zarfan for 3 years. He is capable and competent. It is a loss to our company if he is to be removed.

S/Holder 2No, I dont agree. I dont think a fraudster should be remained in the board.

Director 4Absolutely, its just too risky. Who knows if our company ends up the next victim of fraud or bankruptcy?

Director 1I think I deserve a second chance as my contribution to the growth of the company is so obvious.

ChairmanSince conflicts arise, lets come to a resolution by putting this to a vote by show of hands.

CSPlease raise your hand if you agree to remove Mr Zarfan from his office of director. Mr Zarfan, since you are the party involved, you are not allowed to vote on this matter.

(Adli, Alex, Munawer, Choong, Melissa and Fahmi raise hands)

CSPlease raise your hand if you disagree.

(Dahlan, Daniel, Jhony, Lai, Semerenjit, Dzulaika, Tan and Lee raise hands)

CSThere are 6 votes in favour of the removal of Mr Zarfan while 8 votes against the removal.

S/Holder 2I would like to demand for a poll.

CSAccording to Article 51, a poll may be demanded before or on the declaration of the result of show hands by the Chairman, at least 3 members present in person or by proxy, any members present in person or by proxy holding or presenting not less than 10% of the total voting rights of all the members present at the meeting or any members holding shares of aggregate sum which has been paid on all the shares conferring that right.

S/Holder 2No worries. I am holding 12%.

CS(Checking the list of shareholders) Yes, Mr Munawer is currently holding 12% of voting right. It is his right as a substantial shareholder to demand for a poll.

ChairmanSince there is a demand of voting by poll, please distribute the voting papers, Ms Secretary.

(Voting by Poll in Progress)

CSMr Chairman, total number of votes cast by shareholders for favour is 62.4% and total number of votes in against is 37.6%.

ChairmanBased on the result of voting by poll, I declare that Mr Zarfan is removed from his office of director.

AGENDA 2 : TO APPOINT DIRECTOR OF THE COMPANY

ChairmanNow we will move to the next agenda. Since Mr Zarfan Salleh hereby removed from his office of director of the company, there is a casual vacancy that we need to elect a qualified person work as director to fill in. And now, I shall call upon the meeting to elect new director to replace Mr Zarfan Sallehs position.First of all, I would like to know in detail about requirement stated in Act and Miss Secretary, could you please explain further regarding to this issue?

CSYes, Mr. Chairman.According to Table A, Article 68, provided that the directors shall have power at any time, and from time to time, to appoint any person to be director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these regulations. Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at that meeting.

ChairmanHence, I would like to continue with to hear from the shareholders about the candidate that most qualified to fill this position.

S/Holder 3Thank you, Mr. Chairman. In order to fill the casual vacancy the most qualified and suitable person is Mr Jhony Ng. The decision was made after considering the qualification, experience and the leadership style in him.

Director 2 (CEO)Mr Jhony, can you briefly introduce yourself?

S/Holder 4Yes, Mr Alex Tan. Good morning to all of you. I obtained my MBA at Lancaster University in the early 2000s. I worked in Gamuda Bhd as an Operation Manager for 10 years before I retire in 2010. With my practical experience and professional management knowledge in Gamuda Bhd, I believe that I can lead the company to success.

Director 2 (CEO)As a director, one should possess a variety of knowledge and experiences while being a professional with an ethical mind. He/she should fully understand her obligations and practices with a commitment to create long-term values to the business and shareholders. Do you think he is the best candidate for this post?

S/Holder 3Yes, I think he is the most qualified person for this position.

S/Holder 2What about if I propose Mr Fahmi Arshad to fill the casual vacancy? He has a wide experience and skill that he has along when he involved in business world. I think he is the one that can successful perform his duties effectively and able to improve our companys reputation.

Director 2 (CEO)If it is the case, Mr Fahmi, can you briefly explain why we need to appoint you as a director in our company?

S/Holder 1Yes, Mr Alex Tan. I was graduated from the Nanyang Technological University and I am a Double Degree in Accountancy and Business holder in the early 2000s. I used to work in Deloitte as a senior auditor for 7 years (2001-2007) and worked as a Managing Director in APP Timber Sdn Bhd until the year of 2014. I believe that I am able to handle the position as a director in Sunrise Berhad and able to improve companys reputation.

Director 3Im with you, Mr Munawer. I believe that Mr Fahmi can perform his task effectively and efficiently as APP Timber Sdn Bhd is the largest Asian based supplier of legally sourced wood from certified resources such as FSC and PEFC.

ChairmanSince we have 2 suggestions now, we should put in a vote to decide which candidate should be appointed. *look at all of us*

EveryoneSure/Of course/Yes

ChairmanTo those who agree to appoint Mr Jhony Ng, please vote by putting up your green card.*Calculating vote* To those who against this matter, please raise your red card*Calculating vote*

CSThe result is 7 votes for favour, 7 votes for against. (Equal vote)According to Article 53, Table A provided that if in the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.So, Mr. Chairman, could you please vote again regarding this matter by putting up your card?In view of Mr. Chairman vote for favor in this matter, thus, the result is 8 votes for favor, and 7 votes for against. The majority is in favor to appoint Mr Fahmi Arshad as the companys director.

ChairmanThank you. I shall be pleased to deal with any question you may ask in relation to this proposed resolution.

Director 4May I know about the remuneration that will receive by Mr Fahmi?

CSOf course. According to Article 70, Table A stated that the remuneration of the directors shall from time to time be determined by the company in general meeting. The remuneration shall be deemed to accrued from day to day [S136 (1)]. The director may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meeting of the directors or any committee of the directors or general meeting of the company or in connection with the business of the company.

S/Holder 6Sorry for interrupt. How we, as a shareholder can review the performance of a director?

Director 2(CEO)Is a very good question from Ms. Semerenjit. Directors are requires to retire by rotation and they are eligible for re-elect again. Upon retirement and re-election, you all (shareholders) may have the opportunity to review the directors performance in turn and if necessary to replace them.

S/Holder 8So, how is the procedure for retirement by rotation?

CSFor your information, Article 63 of Table A required that 1/3 of the directors to retire of the companys general meeting. However, according to Article 65 of Table A, the director to retire in every year shall be those who have been longest in office since their last election. Upon retirement by rotation, the retiring partner shall be eligible for re-election [Article 64 of Table A].

ChairmanThank you for the detail explanations. Do you all still have any question about this? (take a look around)

AllNo. (Everyone shakes head)

ChairmanSince everyone has no problem, now I declared that Mr Fahmi Arshad is appointed as a director. Congratulation Mr Fahmi Arshad.

All[Everyone claps their hands]

AGENDA 3 : APPROVAL FOR GRATUITY PAYMENT TO ENCIK ADINAN BIN HUSIN

ChairmanMs. Norlia, what is our next agenda?

CSNext agenda is about the issue to approve the gratuity payment for Non-Executive Director, Encik Adinan Bin Husin for his contribution to Sunrise Berhad, which amounted to RM 153,200.

Director 2Does Encik Adinan Bin Husin deserve for gratuity payment? Is there any law stated in Companies Act 1965 regarding the gratuity?

CSYes, he deserves it. According to Section 137(1) of the Companies Act 1965, a Director cannot be paid compensation for loss of office unless the proposed payment has been disclosed to the members and approved in general meeting

ChairmanThanks, Ms. Norlia. Is there any other question? (Turn around to shareholders, if no one response) I now put the resolution for a vote. For those agree with the payment of gratuity, please raise your hand.

ALL(Everyone raise their hands)

CSChairman, the votes show majority of shareholders are agree with the resolution

ChairmanSo I declare that the resolution is carried.

AGENDA 4: CONSOLIDATION OF SHARES

ChairmanOkay, now we proceed to our next agenda which is about the consolidation of shares. Secretary, can you explain details of this agenda?

CSYes, this agenda is to get approval of from 10,000,000 ordinary shares of RM 1 each fully paid up be consolidated into 5,000,000 shares of RM 2 each fully paid up. Besides, the authorized capital of 20,000,000 ordinary shares of RM 1 each be alter to 10,000,000 ordinary shares of RM 2 each.

ChairmanTherefore, there are 2 resolutions to be passed in this agenda. The first one is to approve the consolidation of shares by ordinary resolution. Second, we need to get special resolution to amended Memorandum and Articles of Association due to the consolidation of shares. Before we proceed, could Miss Norlia explain the related act in the subdivision of shares?

CSYes, Chairman. By according to the Section 62(1) of Companies Act 1965, Sunrise may in general meeting to alter the conditions of its memorandum in the way of consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. Besides that, Article 40 in Table A also stated that a company may from time to time by ordinary resolution divide the shares capital into shares of smaller amount than is fixed by the memorandum.

ChairmanMay I have someone to propose this resolution?

Director 2I propose the resolution.

Director 3I second the resolution.

ChairmanThank you. Is there any question regarding this matter? We are pleased to deal with any question.

S/Holder 2I have a question here. Why do share consolidation are necessary? Is Sunrise faced any problem?

Director 2No, our company is on the track and we have healthy financial status. The main reason to have share consolidation is to attract more potential investors who consider penny shares too volatile.

S/holder 4Sorry, I am still wondering about how our company can attract potential investors by the share consolidation?

Director 4Mr Jhony, actually share consolidation is changes the structure of its share capital by reducing the number of shares it has in issue and increasing the par value of each. So, through the share consolidation, we anticipate raising our stock price to a level so our shares would be available to more potential investors.

S/Holder2,3&4(nod their head).

ChairmanAny other question regarding this agenda?

S/Holder 3Yes, I have a question. Will my stock being affected even I will have the fewer shares?

Director 3Dont worry. Your stock will not be affected. Since all will be adjust in both number of share and price so that a percentage change in our stock price before and after the split would result in the same absolute change in your profit on the option. So, Mr vincent do you understand my explanation?

S/Holder 3Yes, thank you.

ChairmanOkay. I hope all of you are clear with the share consolidation. Once again, any other question regarding this agenda?

All S/HolderNo.

AGENDA 2: TO ALTER MEMORANDUM DUE TO CONSOLIDATION OF SHARES

ChairmanIf not, we move into the second part that is to get special resolution to amend Memorandum and Articles of Association after getting approval to consolidate the shares from the members. Before we proceed, Miss secretary, could you brief us on this matter according to act?

CSSure. Yes, Mr. Chairman. According to Section 28(1) of the Companies Act 1965, a company may by special resolution alter the provisions of its memorandum with respect to the objects of the company. The existing first sentence of Clause 5 in MOA for our company is that the capital of the company is 10,000,000 ordinary shares of RM1 each and the authorized capital of the company is RM20,000,000/-.

ChairmanThank you, Secretary. After the consolidation of shares, we propose first sentence of Clause 5 to be amended. The capital of the Company will now be with authorized capital of the company RM 20,000,000/- divided into 10,000,000 ordinary shares of RM 2 each. Besides that, the directors will be authorized to do all such acts and things and to take such steps that are necessary to give effect to the subdivision of shares. Is there any enquiry?

(All members and shareholders: No)

ChairmanIf no, I shall put the resolution to the meeting for a vote by hands. Miss Secretary, please count the vote.

CSThose who agree on the amendment of memorandum due to consolidation of shares please raise your green card. Those who are not agree please raise up your red card. Thank you. The result from the voting is (9) agree and (1) against the resolution.

ChairmanOk, then here I would like to declare the resolution is carried.

AGENDA 5 : TO APPROVE THE CHANGE OF OBJECT CLAUSE IN MEMORANDUM

ChairmanNow we proceed to our next agenda, the alteration of our memorandum of association which include a new clause no 3 (3a). Miss Secretary, can you please explain and read out the content of new clause no 3 (3a)?

CSSure. According to Section 28(1) of the Companies Act 1965, a company may by special resolution alter the provisions of its Memorandum with respect to the objects of the company. That there should be included in the Memorandum of Association a new clause no 3 (3a) follows:

To carry on business as exporters, importers, cultivators, sawmillers and manufacturers of and dealers, traders in every description of timber, wood and cane, raw manufactured or partly manufactured goods and articles of any description made entirely or partly of wood, timber or cane or any combination thereof, products and by-products of any descriptions obtained from wood, timber, cane or other forest or plant matter or things of any whatsoever description, or resulting from the handling, manufacture, or processing of wood, timber, cane or other forest produce, plant matter or things including coal, charcoal, paper, plastics and other synthetic material.

ChairmanThank you Miss Secretary. So..

( Interuping)

S/Holder 2Sorry, I would like to highlight that according to Section 21 of the Companies Act 1965, a company may alter any provision in its Memorandum of Association by complying with the manner laid down in the Act and the companys Memorandum. The alterations which may be made on the Memorandum are either altering or deleting the provisions by special resolution under the condition if the provision of the memorandum could lawfully contain in the articles of the company. However, alteration of object clause is governed under Section 28 of Companies Act, 1965.

ChairmanThanks for the information. So is there any one would like to propose the resolution?

S/Holder 3I proposed this

S/Holder 4Then, I seconded

ChairmanThank you to both of you. I shall be pleased to deal with any question regarding the proposed resolution.

(Turns around)

Director 3By the way, can I know the procedure that require by act for the alteration of new object clause in the memorandum of association?

CSAlright. According to the section 28 of companies act, the board of directors in Sunrise Berhad must pass a resolution to convene an Extraordinary General Meeting (EGM) to deliberate and pass a special resolution to alter the object of companys Memorandum which are what we doing now. Before this EGM, you guys have received the notice of EGM which include the alteration of object clause within 21 days right?

All(Nodded Head)

Director 2(CEO)Ya, besides that, the alteration of memorandum will only be success if 75% majority of the members in Sunrise Berhad vote and agreed to change the object clause which we will implement later. Any members of Sunrise Berhad can apply to object this clause within 21 days, after passing the special resolution. Next, a copy of resolution shall be lodged to the Registrar. The Registrar registers every resolution that affects the memorandum of the company and issue a certificate of incorporation in accordance with the alteration made to the memorandum. Meanwhile, under Section 28(9) of Companies Act, 1965, Sunrise Berhad must lodge with SSM within 14 days. Lastly, the alteration of object clause takes effect when the resolution has been lodged.

ChairmanThank you for your explanation Miss secretary and CEO. Does anyone here still doubt about the procedure?

(All nodded head).

Director 3Sorry for interrupting (raise up hand). Mr Chairman, may I know the purpose of adding this new clause?

CSMr Dahlan, I will explain to you about this. Actually, this provision is to offer additional services that our company provides to our customers hence to broadened our business in to the market of timber, wood and cane.

ChairmanThanks Miss Secretary for your clear explanation.

Director 4 Since there is quite a lot procedure to follow, is it necessary to add this clause into the memorandum? As for what I think, the additional clause did not bring any benefit to our company. Actually, I don't agree to this resolution.

S/Holder 1I have the same opinion with Melissa Jeffry. It seems like the additional clause is not much different with previous one.

ChairmanHmm, what do you all think? Does anyone have any opinion regarding this issue?

Director 3In my opinion, I think that adding this new clause enables the company to provide more services and maintenance internationally due to change of company status to listed company. Besides that, altering memorandum enables the company to have the legal right to export and import goods in the world of business based on Company Acts 1965.

S/Holder 2I agreed with Dahlan Ghazali. Perhaps the original memorandum does not state clearly about the objective of the company, therefore adding a new clause will include every single detail that the company wants to do on their business which stated clearly everything inside the memorandum. By doing so, the company will increase the reliability to external as well.

ChairmanDue to there is different opinion, I shall put the resolution to the meeting for a vote. Miss Secretary, please count the vote. Ok, now everyone please vote for this resolution.Favor (82%)(Miss Secretary counts the vote) ( All, Except Melissa & Fahmi, Lee Chen Thian, Jhony Ng, Lai Fuu Sing).Against (18%)(Miss Secretary counts the vote) (Melissa & Fahmi, Lee Chen Thian, Jhony Ng, Lai Fuu Sing)

CSMr Chairman , there is 10 person( 82%)who agree for this resolution which means we have more than 75% majority of the members vote and agree to change the object clause.

(Receive vote result from secretary)

ChairmanBased on the result of the voting where 75% votes are in favor, I declare the resolution carried. Miss secretary, please take notes that a copy of resolution shall be lodged to Registrar. For those members that do not agree for this resolution, you can apply to object this within 21 days.

Closing

CSWe have settled all our agenda for today, our chairman shall announce the results.

ChairmanOK, now let me do the conclusion. For our first agenda, I declare that Mr Zarfan Salleh be and hereby removed from his office of director of the Company. For second agenda, I declare that Mr Fahmi Arshad be and hereby appointed as the director of the Company with immediate effect. For third agenda, I declare that approval of the gratuity payment amount RM153,200/- to Encik Adinan Bin Husin for his contribution as a Non-Executive Director, Chairman of the Nomination Committee and member of the Audit Committee of the Company.

For fourth agenda, I declare that authorized capital of the company which is RM20,000,000 divided into 20,000,000 ordinary shares of RM1 each be altered by consolidating the 10,000,000 ordinary shares of RM2 each, and 10,000,000 ordinary shares of RM1 each fully paid in the capital of the company be consolidated and divided into 5,000,000 shares of RM2 each fully paid up, [AND THAT in consequence thereof, the Memorandum and Articles of Association of the Company and all other documents be amended accordingly] .

For fifth agenda, I declare that there should be included in the Memorandum of Association a new clause 3, as agreed during the meeting.That concludes the meeting of today.I would look for a motion to adjourn.

S/Holder 2I propose that the meeting be adjourned.

S/holder 4I second the proposal.

ChairmanI would like to thank you all for your attendance today. I now declare this meeting stands adjourned.