Section 46B — AKTA AMANAH PESISIR LABUAN 1996

(a)

any risk attached to any business of the company, or any connected company, when conducted in the manner in which it has in fact been conducted; or

(b)

any risk which can be expected to be attached to any projected business of the company;

―company‖, in relation to designated shares, means a Labuan company or a Labuan limited liability partnership established under the Labuan Limited Partnerships and Limited Liability Partnerships

Act 2010 that has issued the designated shares;

―designated shares‖ means shares in a Labuan company or partnership interests in a Labuan limited liability partnership

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established under the Labuan Limited Partnerships and Limited

Liability Partnerships Act 2010 comprised in a trust fund and in respect of which a valid direction under subsection 46D(1) has been made;

―designated trustee‖ means a company registered as a Labuan trust company under Part V of the Labuan Financial Services and

Securities Act 2010 to carry on business as a trust company in

Labuan;

―disposal‖, in relation to designated shares, includes—

(a)

the exercise of voting powers leading, or capable of leading, to the liquidation of the company or the cancellation of the shares or of any rights attached to them; and

(b)

the creation of any legal or equitable interest in the shares;

―interested person‖, in relation to a trust, means—

(a)

a beneficiary of the trust;

(b)

an object of a discretionary power over any of the capital or income of the trust;

(c)

a parent or legal guardian of any minor falling within paragraphs (a) or (b);

(d)

an enforcer;

(e)

a protector; or

(f)

an appointed enquirer;

―intervention call‖ means a call by an interested person under subsection 46H(1) for a trustee to intervene in the affairs of a company;

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―legal guardian‖, in relation to a minor, means a person legally recognized as his guardian in any jurisdiction with which the minor has a substantial connection;

―office of director rules‖ means rules referred to in subsection 46G(1) and any amendments made to the rules for the time being in force;

―trust‖, in relation to designated shares, means the trust on which the designated shares are held;

―trust fund‖, in relation to a trust, means property for the time being subject to the trust.

(2)

In this Part—

(a)

a reference to voting powers in respect of shares shall be taken to include a reference to powers to direct the voting of shares held by a nominee;

(b)

a reference, in relation to a trust, to a protector includes a person or a committee whose consent is requisite for the exercise of any powers;

(c)

a reference to the memorandum and articles of a company is a reference to the memorandum of association and articles of association of the company;

(d)

a company shall be taken to be connected with another corporation if—

(i)

that other corporation holds, directly or through a nominee, shares in that other corporation;

(ii)

it is controlled directly or indirectly by that other corporation; or

(iii)

it is connected with a corporation which is itself connected with that other corporation;

(e)

a ground for complaint concerning the conduct of a company’s affairs is permitted if it is specified as such in

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the trust instrument, and the expression ―permitted ground for complaint‖ shall be construed accordingly;

(f)

a reference to ―shares‖, ―director‖, ―dividends‖ and

―memorandum and articles of association‖ in relation to designated shares shall, where the designated shares are with respect to a Labuan limited liability partnership, be a reference to ―partnership units‖, ―designated partner‖,

―distributions‖ and ―partnership agreement‖ respectively and the provisions in this Part shall then be construed accordingly.

Primary purpose of this Part