Section 118A

the name of the amalgamated Labuan company;

the registered office of the amalgamated Labuan company;

the full name and residential address of every director of the amalgamated company;

the share structure of the amalgamated Labuan company, specifying—

the number of shares of the amalgamated Labuan company;

a copy of the memorandum and articles of the amalgamated

Labuan company;

the manner in which the shares of each amalgamating

Labuan company are to be converted into shares of the amalgamated Labuan company;

if shares of an amalgamating company are not to be converted into shares of the amalgamated company, the consideration that the holders of those shares are to receive instead of the shares of the amalgamated company;

any payment to be made to any member or director of an amalgamating Labuan company, other than a payment of the kind described in paragraph (g); and

details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated Labuan company.

shall provide for the cancellation of those shares without payment or the provision of other consideration when the amalgamation becomes effective; and

shall not provide for the conversion of those shares into shares of the amalgamated Labuan company.

resolve that the amalgamation is in the best interest of the amalgamating Labuan company;

make a solvency declaration in relation to the amalgamating

Labuan company that—

the amalgamating Labuan company will be able to pay its debts as they fall due during the period of twelve months immediately after the date on which the amalgamation is to become effective; and

a copy of the amalgamation proposal (which shall include the proposed memorandum and articles of association of the amalgamated Labuan company);

a copy of the solvency declaration given by the directors under paragraph (7)(b);

a statement of any material interests of the directors, whether in that capacity or otherwise; and

Labuan Companies 135

such further information and explanation as may be necessary to enable a reasonable member of the amalgamating Labuan company to understand the nature and implications for the amalgamating Labuan company and its members of the proposed amalgamation.

send a copy of the amalgamation proposal to every secured creditor of the amalgamating Labuan company; and

cause to be published in at least one newspaper widely circulated in Malaysia and one international financial newspaper a notice of the proposed amalgamation, including a statement that—

the copies of the amalgamation proposal are available for inspection by any member or creditor of an amalgamating Labuan company at the registered offices of the amalgamating Labuan companies and at such other places as may be specified in the notice during ordinary business hours; and

the proposal for amalgamation;

a copy of the declarations given by the directors under paragraph (7)(b); and

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a copy of the special resolution of each amalgamating

Labuan company approving the proposal for amalgamation under subsection (6).

consistent with its articles established by the amalgamation, possess all the rights, privileges, immunities, powers and purposes as may be agreed by the amalgamating Labuan companies;

without further act or deed, be vested with all the property, real and personal, including subscriptions to the shares, causes of action and every other asset of each of the amalgamating Labuan company; and

assume and be liable for all the liabilities, obligations and penalties of each of the amalgamating Labuan company, and no liability or obligation due or to become due, claim or demand for any cause existing against any such company or any shareholder, officer or director thereof, shall be released or impaired by the such amalgamation, and every action or proceeding, whether civil or criminal, then pending by or against each of the amalgamating Labuan company shall not abate or discontinue but may be enforced, prosecuted or settled as if the amalgamation had not occurred or may be continued in the name of the new legal entity formed by virtue of the amalgamation.