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THE COMPANIES ORDINANCE, 1984

(COMPANY LIMITED BY SHARES)

Memorandum of Association

of

ABC Developers (PRIVATE) LIMITED

I. The name of the Company is ABC Developers (Private) Limited.

II. The Registered Office of the Company will be situated in Islamabad Capital

Territory/in the Province of Punjab/Baluchistan/Sindh/Khyber Pakhtunkhwa.

III. The objects for which the Company is established are to carry on all, or any one or more, of the following businesses in all or any of their various aspects:

1.

To carry on the business as property developers, builders, civil mechanical and labour contractors, building and erection engineers, dealers in, importers, exporters and manufacturers of prefabricated and precast houses, materials, tools, implements, machinery and metal ware in connection therewith or incidental thereto.

2.

To acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the

3.

same dispose of or maintain the same.

To carry on the business of development of industrial parks, residential townships, amusement parks, convention centers and development of other infrastructural facilities and to act as technical consultants and advisors in all matters relating to rural and urban infrastructural developments.

4.

To acquire purchase, lease, exchange, hire or otherwise hold, manage, work, develop the resources of land, and turn to account any estates, land buildings, tenements and other property of every description, whether freehold or leasehold and where so ever situate and any interests therein and rights

5.

connected therewith and in particular to acquire or take over certain estates and all or any parts thereon and other assets used in therewith.

To borrow or raise money by means of loans or other legal arrangements from banks, or other financial institutions, or Directors in such manner as the

Company may think fit and in particular by issue of debentures, debenture stock, perpetual or otherwise convertible into shares and to mortgage, or charge the whole or any part of the property or assets of the Company, present or future, by special assignment or to transfer or convey the same absolutely

or in trust as may seem expedient and to purchase, redeem or payoff any such securities.

6.

To guarantee the performance of contract and obligations of the Company in relation to the payment of any loan, debenture-stock, bonds, obligations or securities issued by or in favour of the Company and to guarantee the payment or return on such investments.

7.

To open accounts with any bank or banks and to draw, make , accept, endorse, execute, issue, negotiate and discount cheques, promissory notes, bills of exchange, bills of lading, warrants, deposit notes, debentures, letter of credit, and other negotiable instruments and securities.

8.

To amalgamate with any other company whose objects are and/or include objects similar to those of this Company, whether by sale or purchase (for fully paid-up shares) of the undertakings, subject to the liabilities of this or any such other company as aforesaid, with or without winding up or by sale or purchase (for fully paid-up shares) of all or a controlling interest in the shares of this or any such other company as aforesaid, or by partnership, or any arrangement of the nature of partnership, or in any other manner.

9.

It is declared that notwithstanding anything contained in the foregoing object clauses of this Memorandum of Association nothing contained therein shall be construed as empowering the Company to undertake or to indulge in business of banking company, leasing, and investment, real estate business, deposit taking, managing agency or insurance business directly or indirectly as restricted under the law or any unlawful operation. The Company shall not launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses.

10.

Notwithstanding anything stated in any object clause the Company shall obtain such other approval or license from competent authority as may be required under any law for the time being enforced to undertake a particular business.

IV. The liability of the members is limited.

V. The authorized capital of the company is Rs. 1,000,000/- (Rupees one Million only) divided into 100,000 (one hundred thousand) ordinary shares of Rs. 10/- each with power to enhance, reduce or consolidate the share capital and to divide the shares of the company into different classes and kinds subject to the provisions of the Companies Ordinance, 1984.

We, the several persons whose names and addresses are subscribed, 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 our respective names.

S. Name

No. and

CNIC

No.

Surname case

(present

&

(in

Father’s/

Husband’s of foreigner,

Passport

Name full in

Nationality(ies) with former

Nationality any

Occupation Residential Number address in full of shares taken by each subscriber

Signatures former) in full

No.)

(in

Block

Letters)

1 AB 12354-

1456877-

1

Gh Pakistani Trading business

10

(Ten)

-------

2 CD 25814-

1456879-

2

IJ Pakistani Import and export sports of goods

20

(Twenty)

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

3 EF 62584-

1548795-

3

KL Pakistani Business 5

(Five)

Dated the

-----

day of

--------

Witness to above signatures.

Total number of shares taken 35

In Online case

National Institutional Facilitation Technologies (Pvt) Limited

5 th

Floor, AWT Plaza, I.I. Chundrigar Road, Karachi

______________

(Thirty Five)

_________

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

In physical cases

Signatures

Full Name, _________

NIC Number,_________

Father’s/Husband’s Name ________

Full Address_______________

Occupation____________________

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