THE COMPANIES ACT 1965

COMPANY LIMITE BY SHARED

MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF

SportKey Bhd.







1. The name of the company is SportKey Bhd.
2. The registered office of the company will be situated in Malaysia.
3. The objects for which the company is established are :-
1) To provide and undertake sporting goods and service in the hockey sport
and to build hockey academics who interested in the sport.
2) To seek viable business ventures with potential partners overseas who
have proven business acumen and reputation in the related field.
3) To support the governments program in sport for healthy and multilateral
cooperation with other countries through build academic hockey player.
4) To hold shares or put resources into, and to obtain, rent, advertise or offer,
and to oversee, lead or embrace the business of administration or
generally however steer the operation of any business, organization,
company, firm of any possible whatsoever endeavor, undertaking or
wander, and by and large to attempt any of the business of a holding or
administration organization.
5) To support, fund, finance or aid any organization, partnership,
cooperation, firm or individual with capital, credit, means and assets of
participating in or bear on or be occupied with or any business or
transaction fit for being directed so as specifically or by implication to profit
this organization and specifically for the import, fare, buy, deals, lease,
giving, managing access, procuring and letting on contract, under
contract-buy understandings.
6) To contribute the capital of the Company and make progresses on all
portrayal of administrations and different merchandise, wares and stock
whether on home loan or bill or deal or chore and whether subject to
contract-buy assertions or overall and to seize, retake, offer, discard or
repurchase the same for the most part to fund the carrying for the benefit
of contract-buy business in all its extensions.
7) To transact business as financiers, promoters and financial and monetary
agents in any part of the world and for such purposes to establish
agencies,
8) To get cash on store or to acquire or raise cash with or without security, or
to secure the installment or reimbursement of cash or the fulfillment,
recognition or exhibitions of any commitment or obligation embraced or
brought about by the Company in such way as the Company thinks fit and
in specific by home loan or charge upon the endeavor or any a piece of
the undertaking of the Company or upon all or any benefits of the
Company or by restricted charged as aforementioned or constituting or
upheld by a gliding capital.
9) To promote (either by itself or by others) research into matters which
affect, or arise out of, the carrying out of its business.
10) To make contributions and donations and in any other manner to give aid
assistance and help to any person, firm, company, association, society or
other body or party for any whatsoever object or purpose.
11) To do all such other things as are incidental or conducive to the attainment
of the objects and the exercise of the powers of the Company.
12) To promote ex-player field hockey to contribute academic hockey in
SportKey.
13) To provide relationship between Company and community
14) To provide the poor societies to make them happy with the sport.
15) To appoint any persons(whether incorporated or not) to accept and hold in
trust for the company any property belonging to the company, or in which
it is interested and for any other purposes and to execute and do all such
deeds and things as may be requisite in relation to any such trustee or
trustees.
16) To sell, improve, manage, develop, exchange, lease, dispose of, turn to
account or otherwise deal with all or any part of the property both movable
and immovable and rights of the Company.
17) To invest the moneys of the Company not immediately required by it upon
such securities and in such manner as it may from time to time determine
or in pursuance to its object as it thinks fit.
18) To take care of welfare of former hockey players.
19) To sell goods to the less fortunate.
20) To provide houses, hostels and such like accommodation for persons
engaged in its business.

4. The liability of the member is limited.
5. The capital of the Company is RM 20,000,000.00 DIVIDED INTO 20,000,000.00
shared of RM1.00 each. The shares in the original or any increased capital may
be divided into several classes and there may be attached there to respectively
any preferential, deferred or other special rights, privileges, conditions or
restrictions as to dividends, capital, voting or otherwise.
6. Subject always to the respective rights, terms and conditions specified in Clause
5 concerning this the Company might have force to build or decrease the capital,
to merge on the other hand sub-partition the shares into shares of bigger or more
diminutive sums and to issues all or any a piece of the first or any extra capital as
completely paid or halfway paid shares, and with any exceptional or special
rights or benefits, or subject to any extraordinary terms or time to modify, adjust,
drive. Repeal or arrangements with any such rights, benefits, terms, conditions or
designations as per the regulations for the present of the Company.










We, the several persons whose names and addresses are subscribed here to 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.

Names, Addresses and Description of Subscribers Number of Shares
taken by each
Subscriber


Tan Sri Dato Dr. Haji Hatta bin Haji Khartani
No. 2 Jalan Uda Utama
81200 Johor Bahru
Company Director

Tan Sri Dr. Hajah Nur Hameeda Nadzlia binti Haji Hamzah
No 57 Jalan Iskandar
50480
Company Director




ONE




ONE
Total number of shares taken TWO(2)


Date this 02 February, 1999



TABLE A EXCLUDED

1. The regulations in Table A in the Fourth Schedule to the Companies Act 1965, shall
not apply to the Company, except so far as the same are repeated or contained in these
Articles.


DEFINITIONS AND INTERPRETATION

2. (1) In these Articles the words standing in the first column of the table
next hereinafter contained shall bear the meanings set opposite to them
respectively in the second column thereof, if not inconsistent with the
subject or context:


WORDS MEANINGS

the Act - the Companies Act, 1965, and any statutory
modification,amendment or re-enactment thereof
for
the time being in force and includes all subsidiary
legislation made thereunder;


Articles - the Articles of Association set out herein, as the same
may be amended from time to time;


Authorised
Nominee
- A person who is authorised to act as a nominee as
specified under the Rules;


Beneficial
Owner
-

in relation to Deposited Securities, the ultimate owner
of the Deposited Securities who is entitled to all rights,
benefits, powers and privileges and is subject to all
liabilities, duties and obligations in respect of, or
arising from, the Deposited Securities and does not
include a nominee of any description;


Board or Board
of Directors
- the board of directors of the Company from time to
time;


Central
Depositories
Act
- the Securities Industry (Central Depositories) Act
1991, and every statutory modification, amendment or
re-enactment thereof for the time being in force and
includes all subsidiary legislation made thereunder;


Central
Depository
Bursa Malaysia Depository Sdn. Bhd. (Company No
165570-W) or such other depository as may be
approved by the relevant authorities to be a central
depository under the Central Depositories Act and
includes its successors-in-title and permitted assigns;


Company - TM International Berhad (Company No. 242188-H) or
such other name as may be adopted in its place;


convertible
securities
- securities which are convertible or exercisable by the
holder, or automatically, by their terms of issue, into
shares or stocks;


Deposited
Securities
- has the same meaning as is assigned to that expression
under the Central Depositories Act;


Depositor - a holder of a Securities Account established by the
Central Depository;

2

Directors - the Directors of the Company holding office for the
time being, and, unless otherwise stated, includes their
duly appointed alternates;


Exchange - Bursa Malaysia Securities Berhad;
Exempt
Authorised
Nominee
- an authorised nominee defined under the Central
Depositories Act which is exempted from compliance
with the provisions of subsection 25A(1) of Central
Depositories Act;


Foreign
Ownership
Regulations
- the Securities Industry (Central Depositories) (Foreign
Ownership) Regulations 1996 or any statutory
modification, amendment or re-enactment thereof for
the time being in force;


Group - the Company, its subsidiaries and associate
companies in which the Company holds twenty
percent (20%) or more of the issued capital;


Listing
Requirements
- the listing requirements of the Exchange, as may be
amended from time to time and such practice notes or
circulars as may be issued by the Exchange from time
to time;


Market Day - a day on which the stock market of the Exchange is
open for trading in securities;


Members or
shareholders

- any person or persons for the time being holding
shares in the Company and whose names appear in
the Register, including any Depositor(s) whose name
appear on the Record of Depositors but excludes the
Central Depository in its capacity as a bare trustee
and, subject to the provisions of the Foreign
Ownership Regulations and these Articles;


Registered
Office
- the registered office for the time being of the
Company;


Record of
Depositors
- a record provided by the Central Depository to the
Company under the Rules;


Register - the register of members of the Company as
maintained under the Act;


Registrar - any person appointed to perform the duties of the
share registrar of the Company;


RM - Ringgit Malaysia, the lawful currency of Malaysia;

Rules - shall have the meaning given in section 2 of the Central
Depositories Act;


Seal - the common seal of the Company;
Secretary - any person or persons appointed to perform the duties
of a secretary of the Company and (subject to the
provisions of the Act) include an assistant or deputy
secretary or joint secretary;

3

Securities - shall have the meaning assigned to it in the Capital
Markets and Services Act 2007, or any modification,
amendment or re-enactment thereto for the time being
in force and includes all subsidiary legislation made
thereunder;


Securities
Account
- shall have the meaning assigned to it in the Central
Depositories Act;


Share Seal - the share seal of the Company; and
Special
Resolution
- has the meaning assigned to it in th