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COMPANY PROFILE

PCA Corporate Services Sdn Bhd (Company No: 363774-X)

A-11-7, 11th

Floor, Megan Avenue 1 189, Jalan Tun Razak, 50400 Kuala Lumpur

Tel No: 03-2166 4833 / 03-2166 0277 Fax No: 03-2166 4832

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Your Trusted Business Partner, helping you to FOCUS on your core business

At PCA, we provide one-stop solution for your compliance needs, helping you to focus on your business without having to track your day-to-day compliance calendar and avoid paying heavy penalty for non-compliance, especially Goods & Services Tax (GST) compliance. Established in 1995, PCA provide full range of corporate services to help businesses grow, comply and focus on its core business from Kuala Lumpur and now Labuan with strong team being led by experienced professional with prior experience in PwC, EY and TMF, locally and internationally.

Corporate Secretarial Services Incorporation of local entities Provision of named secretary, resident

directors, and shareholders Provision of corporate secretarial

services Provision of registered office address Agent services for foreign branch Maintain statutory books Submit statutory forms or other

documents required by all applicable laws and regulations

Opening of bank accounts Human Resource & Payroll Services

Initial payroll setup Employee handbook review Monthly payroll processing Monthly statutory deduction and

processing Year- end tax reporting for employee and

employer Leave administration Salary records administration

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Accounting Services

Initial accounting setup Monthly bookkeeping in GST compliant

software Monthly financial and management

reporting Monthly consolidation reporting Disbursement services Credit management Pre-IPO preparation Other financial administration

Goods & Services Tax (GST) Services

GST Registration GST Impact study GST Advisory GST Training GST Preparation and Implementation GST Compliance Review GST Filing

Why PCA? We have an experienced team ready to serve all your local compliance needs. We speak your language, and we provide solution to all your compliance needs. By outsourcing all your compliance needs to us, you will:

Focus on your business Leverage our industry and

compliance knowledge Increase your shareholders value Save time in dealing with different

service providers Benefit from our support for your

growth strategy

Tax Compliance Services Tax registration CP204 & CP204A preparation and

submission CP207 filing and payment handling Withholding tax filing Annual corporate income tax filing Annual personal income tax filing

Legal Advisory Services

Advice on matters relating to debt capital market

Provide a unique style of integrated legal advice on complex commercial projects

Help to find right solution and to add value to the client’s business

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SPV Administration Services Arrange directors and shareholders’

meetings Licensing application Section 44 (6) tax exemption application Handling of correspondences relating to

company’s business Renewal of company’s business

registration certificate

Transaction Administrator Receive and review servicer report Prepare and provide regular “waterfall”

payment and disbursement calculations Operate designated account Monitor collateral and reserve accounts Make authorized investments of the

transaction documents Notify Trustee of the payment before and

after the event of default

Contact us

Speak to our Malaysia team about

your compliance needs

Norhayaty Binti Che Noh

Company Secretary

T: +603 2166 4833 / 0277

F: +603 2166 4832

E: yati@pcacorp.com.my

Other Services Through our affiliated company, we provide corporate and private trust services. For details, please click http://www.pacifictrustees.com/

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BACKGROUND INFORMATION PCA was incorporated on 17 October 1995 under the Companies Act 1965 as a private company limited to: - 1. Engage in and provide management and consultancy services in accountancy, taxation

and company secretarial matters for all types of business including book-keeping, company formation, advisory services, information and statistical work, re-organisation, restructure and merger of businesses and training of staff to any one and perform any type of business formation, management and advisory services of whatever nature.

2. Act as Administrator including but not limited to Administrator for the Special Purpose

Vehicle (SPV) in respect of issuance of Private Debt Securities including Asset-Backed Securitisation and/or Managing Agent for any forms or companies to perform and discharge the duties to administer, control, supervise, organize all tasks in relation to the administration, management and any other tasks as may requisite from time to time.

PCA is managed by a team of qualified professionals with more than 20 years of relevant experience in Asset Backed Securitisation transaction. DETAILED SCOPE OF SERVICES 1. SECRETARIAL SERVICES

Compliance with the provision of the Companies Act, 1965 (“Act”) and other amendments thereto which include the following:

(i) The proper maintaining and updating of the requisite statutory registers, and

secretarial records of the Company as follows:

Register of members;

Register of directors, secretaries and managers;

Register of directors’ shareholdings and interests;

Register of charges;

Register of debenture holders (if any); and

Minutes book of general and directors’ meeting

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(ii) To prepare and submit the statutory returns with the Companies Commission of Malaysia (“CCM”).

(iii) To prepare resolutions in accordance with the requirements of the Act. (iv) To provide qualified individuals to act as named secretary in compliance to

Section 139A of the Act. (v) To ensure, or procure safekeeping of the Company Seal of the Company and

arrange for the sealing of documents as authorised by the directors of the Company.

(vi) To attend to auditors in the annual statutory audit on the Company statutory

records in their preparation of the said documents. (vii) To provide the necessary information in particular in relation to the statutory

records of the Company as requested by the company’s tax agent for the completion of the tax return of the Company.

(viii) As directed by the Board of Directors or members at their respective meetings

from time to time. Such directions or instruction shall be in writing and where necessary be accompanied by such supporting documents and /or verified by the Director(s) concerned.

(ix) To draft all necessary notices, directors’ resolutions, minutes of directors’

meeting and shareholders’ meeting and relevant documents under the direction and instruction of the Board of Director.

(x) Attendance at the Annual General Meetings of the shareholders. (xi) Attendance at meeting of Directors and Extraordinary General Meetings of the

Company. (xii) To provide the registered address of the Company.

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2. HUMAN RESOURCES & PAYROLL SERVICE

2.1 Monthly

(i) Maintaining employee salary records; (ii) Processing of salaries including overtime, allowances and deductions; (iii) Preparing and submitting monthly statutory contributions to Employees

Provident Fund (EPF), Social Security Organisation (SOCSO) and IRB; (iv) Preparing monthly payroll reports; (v) Issuing payslips; and (vi) Attending to employee enquiries on payroll matters.

2.2 Yearly

Preparing Form EA for employees and Form E for employer.

3. ACCOUNTING SERVICES

3.1 Preparation of monthly management accounts

(i) Assist to maintain monthly bookkeeping of the client based on approved payment vouchers, approved claim forms, bank statements, bank in slips, bank credit advice, bank debit advice and other accounting source information provided by the management;

(ii) Preparation of bank reconciliation; and (iii) Preparation and submission of the monthly accounts (Trial Balance,

Income Statement, Balance Sheet and Bank reconciliation) to local and head quarter for approval.

The compilation of the monthly accounts is based on the relevant records/documents, information and explanations supplied to us. The control, accuracy and completeness of the said data are therefore the responsibility of the management of the client entity.

The monthly accounts compiled by PCA Group are not audited and/or reviewed and, therefore, do not express PCA Group’s opinion on the accounts. PCA Group does not warrant or guarantee that there are no omissions, irregularities or defalcation by the Company. The Company further understands and accepts responsibility for the financial statements as its own in all respects including fairness of valuations, presentation and adequacy of disclosure.

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3.2 Preparation of Monthly Reporting Package

Assist to prepare Monthly Reporting Package based on prescribed requirements from the Company.

3.3 Disbursement Services

(i) Based on approved claim form or payment vouchers supported by the

invoices, official receipts, PCA will validate the mathematical accuracy and validity of the claim form;

(ii) Based on the satisfactory results of the above procedures, communicate to the authorised signatories of the Company for the payment release; and

(iii) Upon receiving the approval, PCA will input the payment into the online banking system for the release of payment directly online by the internet banking approver to the respective vendors or employee bank accounts.

3.4 Year-end Work

(i) Assist to liaise with auditors for the purpose of audit and year-end filing;

and (ii) Preparation of annual statutory financial statements for auditors

review. 4. GOOD AND SERVICES TAX (“GST”) SERVICES

4.1 GST Registration

(i) Obtain statutory information and other relevant information from the Company;

(ii) Prepare and complete the GST application for Company’s approval; and (iii) Arrange to submit to the Custom Authority and follow up with the GST

registration number.

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4.2 Preparation of GST Filing

(i) Obtain the GST report from client generated from the GST compliant computerised accounting system ;

(ii) Obtain the relevant information for input and output tax adjustment; and

(iii) Prepare and complete GST return and arrange for Company’s Director approval before submission and coordinate for the payment of net output tax to the Custom Authority.

5. TAX COMPLIANCE SERVICES

Annual Corporate Income Tax Filing Assistance

5.1 Corporate Tax Registration

(i) Obtain statutory information and other relevant information from the Company;

(ii) Prepare and complete the corporate tax registration; and (iii) Follow up with Tax Authority for the issuance of Corporate Tax

Registration number.

5.2 Corporate tax e-filing registration

(i) Arrange for the completion of CP55B and letter of authorisation for the signature by the local resident director, and a copy of the identification card of the Director; and

(ii) Arrange for the submission of CP55B and follow up with IRB for the issuance of e-Pin.

5.3 Preparation and submission of CP204 or CP204A Form to the Inland Revenue

Board (IRB)

(i) Obtain the profit estimate from the Company for the year; (ii) Prepare the draft tax computation and prepare CP204 or CP204A Form

for the approval and signature by the Company Director; and (iii) Arrange for the delivery and submission of the CP204 or CP204A Form

to the IRB.

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5.4 Preparation of profit estimate for the completion of CP204 or CP204A Form

(i) Obtain the historical financial information, discuss with the management on individual financial information for the purpose of profit estimate; and

(ii) Prepare draft profit estimate and discuss and finalise the profit estimate for the Directors’ approval.

5.5 CP207 monthly tax payment handling

(i) Sending reminder email for the tax payment; (ii) Prepare Form CP207 together with the tax instalment to IRB; (iii) Payment of tax instalment at IRB counter; and (iv) Email acknowledgement copy and official receipt from IRB for the

Company’s record.

5.6 Annual Corporate Income Tax Filing Assistance

Preparation of corporate income tax computation and completion of corporate income tax filing forms, arrange for the filing to the tax authorities together with the tax payment in cheque/bankers cheque obtained from management.

6. LEGAL ADVISORY SERVICES

(i) Our legal advisory services under PCAlaw, a member of PCA, provides clients with legal advice on the matters relating to debt capital market including advisory on various type of asset-backed securitization and administration of SPV.

(ii) In addition, we provide clients with a unique style of integrated legal advice on

complex commercial projects requiring a range of complementary specialists. Our focus is to help the clients find the right solution and to add value to the Client’s business.

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7. SPV ADMINISTRATION SERVICES

PCA carry on the day to day administration and supervision of the business, including without limitation the following:

(iii) To procure, co-ordinate, liaise and arrange with the Company Secretary of the

Company for all meetings of the Company and to procure the preparation of minutes of such meetings as and when required, and to provide facilities for holding such meeting.

(iv) To liaise with the tax agents of the Company for the timely completion and

submission of tax returns for the Company. (v) To liaise with the auditors of the Company for audit of annual statutory financial

statements of the Company. (vi) To deal with correspondence relating to the Company’s business as authorized

by the directors of the Company. (vii) As and when requested under the terms of any agreements to which the

Company is a party or when required under the Memorandum and Articles, all applicable laws, regulations, guidelines and directives, the delivery to any person entitled to it under such terms of such information or documents such as provided for under such agreements and in the possession of PCA or is reasonably obtainable by it.

(viii) To provide or procure the services of replacement of the two professional and

independent Directors of the Company in Malaysia or their replacement thereof.

(ix) To provide or procure the provision replacement of independent shareholder or

the replacement shareholder thereof. (x) Giving all the necessary notices to the respective party as provided under the

Trust Deed. (xi) If required by the Issuer, to deliver such documents, reports and information to

the directors of the Issuer or its professional advisers.

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8. TRANSACTION ADMINISTRATOR

(i) Receive servicer reports indicating scheduled collections, actual collections, delinquencies, defaults, etc.

(ii) Review certain confirmation on the servicer reports and complete cash and

account reconciliation. (iii) Complete “waterfall” payment calculations of issuer such as calculations of

principal, interest, reserve account and other waterfall payments and disbursements prepared by the Lead Arranger as necessary.

(iv) Operate the Designated Accounts as sole signatory. (v) Make regular payments and disbursements per “waterfall” calculations, as

appropriate, to trustee, investors, servicers, back-up servicer, credit enhancers, other various fees and expenses recipients and disburse excess funds to the seller/originator and maintain records relating to such calculations, payments and disbursements as prepared by the Lead Arranger.

(vi) Prepare and provide regular reports indicating waterfall payments and

disbursements and any other information as required. (vii) Monitor the collateral, reserve accounts. (viii) Make authorized investments according to the terms of transaction documents. (ix) Notify the Trustee to enforce the priority of payment before and after the event

of default.

9. OFFSHORE SERVICES

Managing and protecting your international assets and business could be costly from tax compliance perspective. At PCA, we could assist you in the following:

(i) Labuan entities setting up and subsequent administration and compliance

- Labuan Trading Company - Labuan Investment Company - Labuan Foundation - Labuan Trust

(ii) Singapore entities setting up and subsequent administration and compliance

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TRACK RECORDS PCA has acted in the asset-backed securitization exercise for the following companies: A. Corporate Administrator and Corporate Secretary

1. CBO One Berhad in respect of RM385.0 million nominal value Redeemable Secured Bonds Of Collaterisation of Bonds Obligation by CIMB Investment Bank Bhd

2. Auto ABS One Bhd in respect of RM 500.0 million nominal value Redeemable

Secured Bonds of hire purchase receivable by CIMB Bank Bhd. 3. Sovereign Capital Berhad in respect of RM 800.0 million nominal value Bonds

for purchase of 1st Silicon Sdn Bhd by the Sarawak State Government. 4. Aegis One Berhad in respect of RM1.0 billion Collaterisation of Loan Obligation

(CLO) by Affin Bank Bhd. 5. Special Port Vehicle Berhad in respect of RM1.31 billion nominal value Bonds

for Port Klang Authority (PKA). 6. Astute Assets Berhad in respect of RM650 Million bond issue by AmFinance

Berhad to Danamodal Berhad of loan receivable. 7. Tekad Mercu Berhad in respect of RM2,000,000,000 in Nominal Value

Redeemable Unsecured Bonds by Telekom Malaysia. 8. Rebung Utama Sdn. Bhd. in respect of RM1,987 & RM1,000 Non-Cumulative

Redeemable Preference Shares by Telekom Malaysia. 9. Domayne Asset Corporation Berhad in respect of RM132 Million in Nominal

Value Commercial Paper/Medium Term Notes by Diners Club. 10. Aragorn ABS Berhad in respect of RM115.0 Million in Nominal Value

Commercial Paper/Medium Term Notes of rental receivable for Capitaland Ltd, Singapore.

11. Menara ABS Berhad in respect of issuance of RM1.1 billion Islamic Asset-Backed

Sukuk Ijarah by Telekom Malaysia. 12. Landasan Ria Sdn Bhd in respect of issuance of RM545.0 Million Nominal Value

of Sukuk Musharakah by Boustead Holdings Berhad.

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B. Accounting and Bookkeeping services

1. Sovereign Capital Berhad in respect of issuance of RM1.11 billion nominal value zero coupon redeemable secured bonds by the State Government of Sarawak.

2. Aegis One Berhad in respect of RM1.0 billion Asset-Backed Senior Secured Fixed

Rate Bonds and Asset-Backed Subordinated Secured Variable Rate Bonds by Affin Bank Berhad.

3. Astute Assets Berhad in respect of RM698.5 million nominal value redeemable

secured bonds. 4. Tekad Mercu Berhad in respect of RM2,000,000,000 in Nominal Value

Redeemable Unsecured Bonds by Telekom Malaysia. 5. Rebung Utama Sdn Bhd in respect of RM1,987 & RM1,000 Non-Cumulative

Redeemable Preference Shares by Telekom Malaysia. 6. Menara ABS Berhad in respect of issuance of RM1.1 billion Islamic Asset-Backed

Sukuk Ijarah by Telekom Malaysia.