1. Company Particulars & Nature

1. Company Name: The official name of the company is Enhance Fortune Sdn. Bhd.
2. Company Nature: This is a private limited company governed under the Companies Act 2016 of Malaysia. The suffix "Sdn. Bhd." denotes its private ownership and limited liability status.
3. Registered Address: The company shall maintain a physical registered office address within Malaysia (not merely a postal box) to receive official correspondence and legal notices from authorities including SSM and LHDN.
4. Business Scope: The company may carry out any lawful business activities. Its principal business shall be defined in accordance with the Malaysia Standard Industrial Classification (MSIC) codes and shall comply with all applicable local laws and regulations.

2. Share Capital & Shareholder Provisions

1. Number of Shareholders: The company shall have a minimum of 1 shareholder and a maximum of 50 shareholders.
2. Restriction on Share Transfer: The transfer of company shares is strictly restricted. The Board of Directors shall have absolute discretion to refuse any share transfer application, so as to prevent shares from being held by external unauthorized parties and safeguard stable company control.
3. Share Nature: Company shares shall not be offered to the public nor listed on any stock exchange.
4. Shareholder Rights: As investors and owners, shareholders shall be entitled to receive dividends in proportion to their shareholdings, attend general meetings, exercise voting rights and distribute residual assets upon company winding-up. A shareholder’s liability shall be limited to the unpaid amount on shares subscribed.

3. Director Appointment & Corporate Governance

1. Director Structure & Qualification: The company shall appoint at least one director aged 18 or above who resides in Malaysia (Malaysian citizen, permanent resident or holder of valid long-term residence pass). A director shall not be an undischarged bankrupt or convicted of serious offences.
2. Powers of Directors: The Board of Directors is responsible for daily management and operation of the company, with authority to execute contracts, operate bank accounts and formulate business strategies.
3. Board Meetings: This Constitution specifies the quorum, notice period, frequency and voting rules for board meetings. Meeting minutes shall be properly retained for inspection.

4. General Meetings & Decision-Making Mechanism

1. Types of Meetings: The company shall hold an Annual General Meeting (AGM) to review financial statements. An Extraordinary General Meeting (EGM) may be convened for discussion on material matters when necessary.
2. Meeting Format: The company may conduct physical, virtual or hybrid general meetings in compliance with prevailing laws.
3. Voting & Proxy: Shareholders may attend in person or appoint a proxy to attend and vote on their behalf. Ordinary resolutions shall be passed by simple majority (more than 50%). Special resolutions such as amendment of Constitution require approval of at least 75% of votes cast.

5. Finance, Audit & Tax Compliance

1. Financial Statements: The company shall maintain proper accounting records and prepare annual financial statements in accordance with IFRS or Malaysian Financial Reporting Standards (MFRS).
2. Audit Requirement: Unless exempted as a small private company, the company shall submit audited financial statements by an external auditor at the Annual General Meeting.
3. Dividend Distribution: Dividends may only be distributed out of distributable profits upon proposal by the Board and approval by shareholders.
4. Tax Compliance: The company shall duly register with the Inland Revenue Board of Malaysia (LHDN), settle corporate income tax and comply with relevant tax requirements including electronic invoicing (e-Invoice).

6. Company Secretary & Dispute Resolution

1. Company Secretary: Pursuant to the Companies Act 2016, the company shall appoint a licensed qualified Malaysian Company Secretary within 30 days after incorporation, responsible for statutory compliance, document filing and liaison with SSM.
2. Dispute Resolution: Any internal dispute or dispute between shareholders shall first be resolved by friendly negotiation. If negotiation fails, disputes shall be settled by arbitration or litigation in Malaysia (e.g. Kuala Lumpur), governed by the laws of Malaysia.

7. Amendment of Constitution

Any amendment to this Constitution shall be approved by a Special Resolution passed at a general meeting, requiring not less than 75% of the votes cast by attending voting shareholders to take effect.