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“The Name of the Company is T20LANKAAGENCY (PVT) LTD.

The rules for the management of a private company, limited by shares, contained in the First Schedule with the exclusions mentioned in the Second Schedule of the Companies Act No. 7 of 2007, shall be the Articles of Association of this company and be deemed to be incorporated herein, except insofar as they are hereby expressly or by implication modified or excluded, or declared not to apply.

In the event of the First Schedule with the exclusions mentioned in the Second Schedule being replaced, or the rules therein being altered, such rules shall apply subject to the modifications herein contained.”

The company is a Private Company and operates accordingly as follows:

(a) The number of members of the company is limited to fifty. However, for the purpose of these rules, where two or more persons hold one or more shares of the company jointly, they shall be treated as a single member. Former employees of the company who became shareholders while employed and have continued to hold shares after ceasing employment, as well as the present employees of the company, are excluded from this limit of fifty members.

(b) The offering, issuing, or transferring of shares or other securities of the company to the public is strictly prohibited.

The business of the Company shall include:

– Providing Educational Consultancy Services, including arranging foreign education for students, conducting educational events and fairs.
– Visa Consultancy, including arranging foreign educational and other visas, handling visa rejections, and facilitating students in securing their visas.
– Engaging in tourism, arranging foreign trips and tours, and providing tour guidance.
– Manufacturing, importing, distributing, retail and wholesale trading, and exporting of herbal skin and hair care products, cosmetics, and all other kinds of commodities.
– Providing all kinds of services.

These activities shall be carried out under the management or direction of the Directors and subject to the control of General Meetings in accordance with these Articles.

The Company shall not engage in providing primary and secondary education.

The shares of the company shall be under the control of the directors, who may issue and allot them in such manner as they deem fit. The directors shall have the absolute discretion to refuse to allot, issue, transfer, or register shares in the name of any particular person without assigning any reason for such refusal and without incurring any liability as a result of this decision.

The directors may in their absoluted is cretion and without
assigning any reason refuse to sanction or register the transfer of any
shares, whether or not ti is fully paid, to any person of
whom they shall not approve as transferee. The

directors may also refuse to register any transfer of
shares on which the Company has a lien.

(a) Subject to the above conditions, amember
shalltransfer his /her shares in the first instance to a
member ofthe Company, or to any child, wife or
husband of such member, ifthe option is not
exercised, then to such other person as may be
approved by the directors.
(b) The purchase price may be mutually agreed upon
by the transferor and the transferee, or as certified by
the Company’s auditor or auditors for the time being
as the fair or market value of the said shares, which
value shall be accepted by the transfer or and the
transferee.

The directors may, at their absolute discretion and without assigning any reason, refuse to sanction or register the transfer of any shares, whether or not they are fully paid, to any person whom they do not approve as a transferee. Additionally, the directors may refuse to register any transfer of shares on which the company has a lien.

(a) Subject to the above conditions, a member shall transfer their shares in the first instance to another member of the company, or to any child, wife, or husband of such member. If this option is not exercised, the shares may be transferred to any other person approved by the directors.

(b) The purchase price of the shares may be mutually agreed upon by the transferor and the transferee. If no mutual agreement is reached, the price shall be determined by the company’s auditor(s) as the fair or market value of the said shares. This valuation shall be binding on both the transferor and the transferee.

A director who is out of Sri Lanka, about to leave Sri Lanka, or unable to attend to their duties as a director, may, by written notice under their hand and subject to the approval of the board, appoint any person as an alternate director of the company to act on their behalf. A director may also, by written notice under their hand, at any time remove an alternate director and appoint another person in their place, subject to the board’s approval.

The directors shall determine the remuneration, allowances, or any other payments to be made to an alternate director. An alternate director is not required to hold any qualification shares but shall automatically cease to be an alternate director if the appointer ceases to be a director.

An alternate director appointed to act in place of an executive director of the company shall not, by virtue of such appointment, assume the functions of their appointer as an executive of the company, unless otherwise determined by the board of directors.