Foreign Companies Regulations, 2018

Page 1 of 20 Government of Pakistan SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.-.- Islamabad, the 5 th October, 2018 NOTIFICATION S.R.O. 1224 (I)/2018.- In exercise of the powers conferred under sub-section (1) of section 512 of the Companies Act, 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan is pleased to make the following regulations, the same having been previously published vide S.R.O. 1209 (I)/2017 dated 22nd November, 2017 as required by proviso to sub-section (1) of section 512, namely:- PRELIMINARY

1. Short title, commencement and applicability.— (1) These Regulations shall be called the Foreign Companies Regulations, 2018. (2) They shall come into force at once. (3) These regulations shall apply to foreign companies except not for profit organizations (NPOs) .
2. Definitions.— (1) In these regulations, unless there is anything repugnant in the subject or context,— (i) “Act” means the Companies Act, 2017 (XIX of 2017); (ii) “annexure” means an annexure appended to these regulations; (iii) “authorized intermediary” shall have the same meaning as assigned to it in the Intermediaries (Registration) Regulations, 2017; (iv) “Commission” means the Securities and Exchange Commission of Pakistan established under section 3 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997); (v) “e-service” means e-service as defined in the Act; (vi) “fee” means fee as specified in seventh schedule of the Act; (vii) “Form” means form appended to these regulations; and (viii) “foreign company” shall have the same meaning as assigned to it under the Act. (2) Words and expressions used but not defined in these regulations shall have the same meaning as assigned to it in the Act, Securities and Exchange Commission of Pakistan Act, 1997(XLII of 1997), Securities Act, 2015 (III of 2015) and rules made thereunder. RESERVATION OF NAME
3. Reservation of Name.— (1) Subject to the requirements of section 435, a foreign company desirous of establishing a place of business in Pakistan shall apply to Registrar for reservation of name in terms of sub-section (4) of section 10 read with section 442 of the Act as per Fnc. Form-I of these regulations along with non-refundable application fee and copy of certificate of incorporation or registration or any other document issued by a

Page 2 of 20 public authority which is sufficient to prove that it is a recognized corporate entity and competent to use the name it has applied for in accordance with laws of the country of origin. (2) The registrar, while considering the application may require it to furnish additional information or document as deemed appropriate and necessary. (3) In case the requisite information or document is not provided within the time as allowed by the registrar, the application shall be disposed of on the basis of available information. (4) The registrar may accept the application as per Fnc. Annexure-I for a period of sixty days if he is satisfied that the name applied for registration by the foreign company is identical to its name in the country of origin and does not fall within the prohibitions provided in Section 10 of the Act. (5) If the applicant fails to file documents for registration under regulation 5 along￾with evidence of payment of fee within sixty days period, the name shall not remain available. (6) Subsequent to reservation of name, a foreign company shall be bound to obtain all necessary approvals from relevant authorities as per applicable policy of the Federal Government of Pakistan. 4. Refusal of Name.— In case of refusal of the proposed name, the registrar shall issue the order of refusal as per Fnc. Annexure-II. ESTABLISHMENT OF PLACE OF BUSINESS OR LIAISON OFFICE IN PAKISTAN 5. Establishment of place of business or liaison office in Pakistan by a Foreign Company.— (1) Subject to the provisions of section 434 and 435 of the Act and regulation 3, every foreign company shall deliver the information and documents as mentioned in section 435 of the Act to the registrar as per Fnc. Form-II along with payment of fee. (2) Copies of documents required to be filed with the registrar shall be certified in the manner as provided in regulation 13 and the translation of any document in English or Urdu shall be certified in a manner as provided in regulation 14. 6. Issuance of Certificate of registration.— (1) On registration of documents of a foreign company as filed under regulation 5, the registrar shall issue a certificate of registration of documents as per Fnc. Annexure-III . Provided that the registrar may refuse to register the documents for its registration in case it fails to fulfil the requirements of the Act or these regulations and the registrar after giving opportunity of hearing to the applicant shall issue refusal order. (3) Subsequent to registration of documents, a foreign company shall be bound to obtain all necessary approvals from relevant authorities as per applicable laws. 7. Change of name.— (1) In case a foreign company changes its name in the country of origin, it may file an application to the registrar on Fnc. Form-IV to change its registered name subject to compliance with the requirements of section 12 of the Act as far as applicable and regulation 3 of these regulations. (2) The registrar after satisfying himself that the requirement under the Act and these regulations are fully met shall register the new name in place of the former name and shall issue a certificate as per Fnc. Annexure-IV to meet the circumstances of the case.

Page 3 of 20 8. Registration of alteration in documents or details of a foreign company other than change of name.— (1) Pursuant to the provisions of section 436 of the Act, a return for any alteration in any documents and other details of a foreign company as per Fnc. Form-III containing the specified particulars of the alteration shall be delivered along with payment of specified fee within thirty days of the alteration to the registrar for registration. (2) In case of change in persons authorised to accept service of process, notices and other documents on behalf of the company, the consent of such person shall also be attached to Fnc. Form-III. ACCOUNTS 9. Filing of accounts.— Every foreign company shall, in every year within the time period as mentioned in sub-section (2) of section 437 of the Act, file the following accounts as per Fnc. Form-V with the registrar, together with a list of Pakistani members and debenture-holders and of the places of business of the company in Pakistan,— (i) three copies of accounts in respect of the company’s operations in Pakistan, pursuant to clause (a) of sub-section (1) of section 437 of the Act; and (ii) three copies of the accounts and documents as referred to in clause (b) of sub￾section (1) of section 437, together with such additional documents, if not already attached, as are required to be annexed with the accounts referred to in clause (a) of sub-section (1) of section 437; or (iii) three copies of the accounts together with the documents as referred to in clause (c) of sub-section (1) of section 437. NOTICE OF CEASING TO HAVE PLACE OF BUSINESS 10. Notice to the registrar.- A foreign company shall at least thirty days before it intends to cease to have any place of business in Pakistan give notice to the registrar on Fnc. Form-VI along with payment of fee. MODE AND MANNER OF FILING OF APPLICATIONS AND DOCUMENTS 11. Electronic Documents.— (1) The Commission may provide e-service for the electronic filing or lodging of the application, document or report to be filed under any provision of the Act in respect of foreign companies or under these regulations. (2) A copy of or an extract from any document electronically filed or lodged with the Commission or the registrar under these regulations or supplied or issued by the Commission or the registrar and certified to be a true copy thereof or extract therefrom under the hand and seal of an officer of the Commission or the registrar, shall be admissible in evidence in any proceedings as of equal validity as the original document. (3) Where a document is electronically filed or lodged with the Commission or the registrar, the Commission or the registrar shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature arising or appearing in any document obtained by any person under the e-service referred under these regulations, if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Commission or the registrar or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provisions of the e-service.

Page 4 of 20 12. Filing Procedure.— (1) Any application, document or report required to be filed or lodged by the foreign company under any provision of the Act or these regulations shall be so filed or lodged online through e-service or in physical form in the following manner to the Commission or the Registrar, as the case may be: (i) through authorized intermediary or authorized officer ; (ii) accompanied by the fee payment as per Seventh Schedule; (iii) signed and verified by the authorized intermediary or authorized officer; (iv) in case of manual application, it shall be in printed form setting out precisely the facts, grounds and specifying the relevant provisions of the Act under which action is applied for along with documents referred to in the application; (v) in case of an appeal, it shall be accompanied by a certified copy of such order or decision. 13. Certification of documents required to be filed by a foreign company under Part XII of the Act.— (1) A copy of any charter, statute, memorandum, articles or other instrument, constituting or defining the constitution of a foreign company required to be filed with the registrar under clause (a) of sub-section (1) of section 435 and 436 and any other document required to be filed under Part XII of the Act and these regulations, shall be duly certified to be a true copy by – (i) the public officer in the country where the company is incorporated to whose custody the original is committed; or (ii) a Notary public of the country where the company is incorporated; or (iii) an affidavit of an authorized officer of the company duly authorized in the country where the company isincorporated. (2) The signature and seal of the official referred to in clause (i) or the certificate of the Notary Public referred to in clause (ii) of sub-regulation (1) shall be authenticated by a Pakistan diplomatic consular or consulate officer. (3) The affidavit of the officer of the company referred to in clause (iii) of sub￾regulation (1) shall be singed before a Pakistan diplomatic consular or consulate officer. The document regarding his authorization by the company for making such affidavit, shall be accompanied therewith and shall likewise be authenticated by a Pakistan diplomatic consular or consulate officer. 14. Certification of translation of documents required to be filed under Part XII of the Act and these regulations.— (1) The translation into English or Urdu of documents required to be filed with the registrar in pursuance of section 435, 436 or 437 or any other document required to be filed under Part XII of the Act and these regulations, shall be certified to be correct translation of the original in the manner provided in sub-regulation (2) or sub- regulation (3), as the case may require. (2) Where any such translation is made outside Pakistan, it shall be authenticated by the signature and seal, if any, of --- (i) the public officer in the country where the company is incorporated to whose custody the original is committed; or

Page 5 of 20 (ii) a Notary Public of the country where the company isincorporated: Provided that signature or seal of the person so certifying shall be authenticated by a Pakistan diplomatic consular or consulate officer. (3) Where such translation is made within Pakistan, it shall be authenticated by an affidavit of any person having, in the opinion of the registrar, an adequate knowledge of the language of the original and of English or Urdu, as the case may be. 15. Modes of payment of fee.— (1) The fee as per Seventh Schedule of the Act for the filing of applications, documents or reports may be paid through- (i) credit card; or (ii) debit card; or (iii) other mode of online payment made available by the Commission; or (iv) challan in the designated branch of the bank. (2) Except as otherwise provided in the Act, all fees and other sums payable, paid or realized under the Act or any rules or regulations made or notification issued there under or under any order of the Federal Government, the Commission or the registrar under the Act or the regulations shall be accounted for to the Commission and deposited with a designated bank branch specified by the Commission for the purpose and the original receipt thereof shall be furnished to the Commission or the registrar concerned, as the case may be, along with the document or application for which the same is payable or the other communication intimating payment. 16. Penalty for contravention of these regulations.— Whoever fails or refuses to comply with, or contravenes any provision of these regulations, or authorises or permits such failure, refusal or contravention shall, in addition to any other liability under the Act, be also punishable with penalty and, in the case of continuing failure, to a further penalty, as provided in sub-section (2) of section 512 of the Act. 17. Repeal.— (1) The following provisions of Companies (General Provisions and Forms) Rules, 1985 are hereby repealed to the extent as provided herein – (i) Rules 22 and 23 to the extent of foreign companies; and (ii) Forms 38 to 46. (2) Anything done, actions taken, orders passed, registration granted, notifications issued, proceedings initiated and instituted, prosecutions filed, processes or communications issued, fee charged and powers conferred, assumed or exercised by the Commission under the repealed instruments, shall, on the coming into operation of these regulations, be deemed to have been validly done, taken, passed, granted, charged, issued, initiated or instituted, filed, conferred, assumed and exercised and every action, prosecution or proceeding instituted and every order, directive, notification, circular etc. issued by the Commission shall be deemed to have been initiated, instituted or issued under these regulations and shall be proceeded with to completion and be enforced and have effect accordingly.

Page 6 of 20 Fnc. Form-I THE COMPANIES ACT, 2017 The Foreign Companies Regulations, 2018 [Section 442 and Regulation 3] APPLICATION FOR RESERVATION OF NAME (To be completed by applicant in block letters.)

1. Fee Payment Details 1.1 Challan Number 1.2 Challan Amount (Rs.)
2. Incorporated in: (state name of the country of origin) dd mm yyyy
3. Date of incorporation: (in the country of origin)
4. Kind of the company (in the country of origin)
5. name of foreign company in the country of origin as proposed to be reserved
6. Meaning / Significance of name to be reserved
7. Declaration I do hereby solemnly and sincerely declare that the information provided in the form is true and correct and nothing is concealed and that the name applied for reservation, if reserved, shall be used only for the purpose of registration of documents of foreign Company.
8. Name of Authorized Officer/ Authorized Intermediary
9. Signatures

Registration Number of Authorized Intermediary, if applicable 11. Contact details of the applicant, i.e. address, email and cell No. etc. Address: Email: Cell No. Day Month Year 12. Date Enclosures:

1. Original paid bank challan or other evidence of payment of fee
2. Valid approval letter from Board of Investment, Government of Pakistan
3. Copy of certificate of incorporation or any other document as an evidence of the registration of Foreign Company.
4. Any other document deemed necessary.

Page 7 of 20 Fnc. Form-II THE COMPANIES ACT, 2017 The Foreign Companies Regulations, 2018 [Section 435 and regulation 5] REGISTRATION OF DOCUMENTS OF A FOREIGN COMPANY PART-I (Please complete in typescript or in bold block capitals.) 1.1 Name of the Foreign Company in the country of origin as already reserved 1.2 Fee Payment Details 1.2.1 Challan Number 1.2.2 Challan Amount (Rs.) PART-II 2.1 Incorporated in: (state name of the country of origin) dd mm yyyy 2.2 Date of incorporation: (in the country of origin) 2.3 Name of parent / holding company, if any PART-III STATUS OF FOREIGN COMPANY IN PAKISTAN AND KIND OF A FOREIGN COMPANY IN THE COUNTRY OF ORIGIN 3.1 Status of the foreign company in Pakistan Liaison Office Branch office (Mark the appropriate box) PART-IV CHARTER, STATUTE ETC. OF A FOREIGN COMPANY 4.1 Presented for filing of: Memorandum &Article of Association Charter Statute OR Other instrument constituting or defining the constitution of the company (to be specified) (Copy of instrument duly certified by public officer / notary public of country of origin and signed by Pakistani diplomat posted in that country as required under these Regulations shall be filed herewith.) 4.2 Language in which the above documents filed in the country of origin. 4.3 Certified translation thereof in English or Urdu language: Enclosed Not required (Not required if original document are in Urdu or English) 4.4 Brief description of the main object of the company

Page 8 of 20 PART-V ADDRESS OF THE REGISTERED OR PRINCIPAL OFFICE IN THE COUNTRY OF ORIGIN 5.1 Registered or Principal office address:- (in the country of origin) Landline Number Email Website Address, if any PART-VI ADDRESS OF THE PRINCIPAL PLACE(S) OF BUSINESS/ LIAISON OFFICE(S) IN PAKISTAN 6.1 Principal place(s) of business / Liaison offices (s): Place 1 Place 2 Place 3 Address City District Province Landline Number Mobile Number of Principal Officer Email Address Website, if any (Here state full address of all places of business in Pakistan, Add further pages if required) PART-VII PARTICULARS OF DIRECTORS, CHIEF EXECUTIVE, SECRETARY/JOINT SECRETARIES, PRINCIPAL OFFICER AND PERSON(S) AUTHORIZED TO ACCEPT DOCUMENTS/ PROCESSES ON BEHALF OF COMPANY OF A FOREIGN COMPANY 7.1 Particulars of Directors, Chief Executive, Secretary/ Joint Secretaries, Principal officer or Person(s) authorized to accept documents/processes on behalf of Company (in case of individuals only): Present and surname in full Former & surname (if any) *Father / Husband’s Name Usual residential address Nationality Nationality of origin (if other than the present nationality) Business, Occupation Other directorship. if any Status / Designation (Director / Chief Executive, Principal officer, Authorized person resident in Pakistan N.I.C Number or Passport Number (Whichever is applicable) Date of appointment/ Cessation/ change in particulars Remarks, if any (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)

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• In the case of a married woman or widow, the name of her husband or deceased husband is to be stated. Note: In case of Secretary, particulars as per (a) & (d) may be stated. 7.2 Particulars of Directors and Secretary/ Joint Secretaries (In case of body corporate): Particulars of each corporate body which is director/secretary of the foreign company Particulars of each director/partner of corporate body which is director/secretary of the foreign company Corporate Name Registered or Principal Office address Status / Designation (Director /Secretary) Date of appointme nt/ Cessation/ change in particulars Remarks Full Name

Address* Nationality Nationality of origin (if other than the present nationality) (a) (b) (c) (e) (f) (g) (h) (i) (j)

• Where a body corporate is a secretary and all the partners of the firm are joint secretaries of the foreign company, then the name and principal office of the firm may be stated instead of particulars of each such joint secretary. PART-VIII 8.1 Signature 8.2 Name of Authorized Officer/Authorized Intermediary 8.3 Contact number of Authorized Officer/Authorized Intermediary Landline Cell Number. 8.4 Registration Number of Authorized Intermediary, where applicable dd mm yyyy 8.5 Date Enclosures:

1. Original paid bank challan or other evidence of payment of fee
2. Certified copy of instrument constituting the foreign company
3. Certified translation of instrument constituting the foreign company, if applicable
4. Consent of persons authorized to accept on behalf of the company service of process / any notice / document
5. Valid approval letter from Board of Investment, Government of Pakistan, if not already provided.
6. Any other document deemed necessary

Page 10 of 20 Fnc. FORM-III THE COMPANIES ACT, 2017 The Foreign Companies Regulations, 2018 [Section 436 and Regulation 8] REGISTRATION OF ALTERATIONS IN DOCUMENTS OR DETAILS OF FOREIGN COMPANY PART-I (Please complete in typescript or in bold block capitals.) 1.1 CUIN (Incorporation Number) 1.2 Name of the Foreign Company 1.3 Fee Payment Details 1.3.1 Challan Number 1.3.2 Challan Amount (Rs.) PART-II 2.1 Incorporated in: (state name of the country of origin) dd mm yyyy 2.2 Date of incorporation: (in the country of origin) 2.3 Name of parent / holding company, if any PART-III ALTERATION IN STATUS OF FOREIGN COMPANY IN PAKISTAN AND KIND OF A FOREIGN COMPANY IN THE COUNTRY OF ORIGIN 3.1 Change in the Status of the foreign company in Pakistan Liaison Office Branch office (Mark the appropriate box) dd mm yyyy 3.2 Date of change PART-IV ALTERATION IN CHARTER, STATUTE ETC. OF A FOREIGN COMPANY OTHER THAN CHANGE OF NAME 4.1 Alteration made in: Memorandum &Article of Association Charter Statute OR Other instrument constituting or defining the constitution of the company (to be specified)

Page 11 of 20 (Copy of instrument duly certified by public officer / notary public of country of origin and signed by Pakistani diplomat posted in that country as required under these Regulations shall be filed herewith.) 4.2 Language in which the above documents filed in the country of origin. 4.3 Certified translation thereof in English or Urdu language: Enclosed Not required (Not required if original document are in Urdu or English) 4.4 Brief description of the alteration (Attach copies of the resolution and amended document duly certified by public office or notary public of country of origin and attested by Pakistani diplomat in that country.) dd mm yyyy 4.5 Date of alteration PART-V ALTERATION IN ADDRESS OF REGISTERED OR PRINCIPAL OFFICE IN COUNTRY OF ORIGIN 5.1 Previous registered or Principal office address:- (in the country of origin) 5.2 Altered registered or Principal office address:- (in the country of origin) Landline Number Email Website Address, if any dd mm yyyy 5.3 Address alteration/ change date PART-VI ALTERATION IN ADDRESS OF THE PRINCIPAL PLACE(S) OF BUSINESS/ LIAISON OFFICE(S) IN PAKISTAN 6.1 Principal place(s) of business / Liaison offices (s): Place 1 Place 2 Place 3 Address City District Province Landline Number Mobile Number of Principal Officer

Page 12 of 20 Email Address Website, if any (Here state full address of all places of business in Pakistan, Add further pages if required) dd mm yyyy 6.2 date of change PART-VII ALTERATION OF PARTICULARS OF DIRECTORS, CHIEF EXECUTIVE, SECRETARY/JOINT SECRETARIES, PRINCIPAL OFFICER OR PERSON(S) AUTHORIZED TO ACCEPT DOCUMENTS/ PROCESSES ON BEHALF OF COMPANY OF A FOREIGN COMPANY 7.1 Alteration in Particulars of Directors, Chief Executive, Secretary/ Joint Secretaries, Principal officer or Person(s) authorized to accept documents/ processes on behalf of Company (in case of individuals only): Present and surname in full Former & surname (if any) *Father/ Husband’s Name Usual residential address Nationality Nationality of origin (if other than the present nationality) Business, Occupation Other directorship. if any Status / Designation (Director / Chief Executive, Principal officer, Authorized person resident in Pakistan N.I.C Number or Passport Number (Whichever is applicable) Date of appointment/ Cessation/ change in particulars Remarks, if any (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)

• In the case of a married woman or widow, the name of her husband or deceased husband is to be stated. Note: In case of Secretary, particulars as per (a) & (d) may be stated. 7.2 Alteration in Particulars of Directors and Secretary/ Joint Secretaries (In case of body corporate): Particulars of each corporate body which is director/secretary of the foreign company Particulars of each director/partner of corporate body which is director/secretary of the foreign company Corporate Name Registered or Principal Office address Status / Designatio n (Director /Secretary) Date of appointmen t/ Cessation/ change in particulars Remarks Full Name

Address* Nationality Nationality of origin (if other than the present nationality) (a) (b) (c) (e) (f) (g) (h) (i) (j)

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• Where a body corporate is a secretary and all the partners of the firm are joint secretaries of the foreign company, then the name and principal office of the firm may be stated instead of particulars of each such joint secretary. PART-VIII 8.1 Signature 8.2 Name of Authorized Officer/Authorized Intermediary 8.3 Contact number of Authorized Officer/Authorized Intermediary Landline Cell No. 8.4 Registration Number of Authorized Intermediary, where applicable dd mm yyyy 8.5 Date Note 1 — When alteration on various dates are reported through this form, the actual dates of all such alteration shall be entered in the relevant part and the form shall be filed within thirty days of the earliest alteration. Enclosures:

1. Original paid bank challan or other evidence of payment of fee
2. Certified copy of altered instrument constituting the foreign company, if applicable
3. Certified translation of altered instrument constituting the foreign company, if applicable
4. Consent of persons authorized to accept on behalf of the company service of process / any notice / document, if applicable
5. Any other document deemed necessary Fnc. Form -IV THE COMPANIES ACT, 2017 The Foreign Companies Regulations, 2018 [Section 442 and Regulation 7] APPLICATION FOR CHANGE OF NAME PART-I (Please complete in typescript or in bold block capitals.) 1.1 CUIN (Incorporation Number) 1.2 Name of the Foreign Company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Challan Amount (Rs.)

Page 14 of 20 PART-II 2.1 New name of foreign company in the country of origin as proposed to be reserved 2.2 Precise reasons for Change 2.3 Declaration by the Applicant I do hereby solemnly and sincerely declare that the information provided in the form is true and correct and nothing is concealed and that the name applied for reservation, if reserved, shall be used only for the purpose of change of name of foreign company. PART-III 3.1 Name of Authorized Officer/ Authorized Intermediary 3.2 Signatures 3.3 Registration Number of Authorized Intermediary, if applicable 3.4 Contact details of the applicant, i.e. address, email and cell No. etc. Address: Email: Cell No. Day Month Year 3.5 Date Enclosures:

1. Original paid bank challan or other evidence of payment of fee
2. Valid approval letter from Board of Investment, Government of Pakistan
3. Change of name certificate issued or any other document containing new name of company, issued by public authority in the country of origin.
4. Copy of statute/instrument duly certified as per these Regulations.
5. Any other documents deemed necessary. Fnc. Form-V THE COMPANIES ACT, 2017 The Foreign Companies Regulations, 2018 [Section 437 and Regulation 9] FILING OF ACCOUNTS AND RELATED INFORMATION PART-I (Please complete in typescript or in bold block capitals.) 1.1 CUIN (Incorporation Number) 1.2 Name of the Foreign Company

Page 15 of 20 1.3 Fee Payment Details 1.3.1 Challan Number 1.3.2 Challan Amount (Rs.) PART-II Accounts in respect of company’s operation in Pakistan pursuant to section 437(1)(a) & regulation 10(1)(a). dd mm yyyy 2.1 Date up to which the financial statement are made 2.2 Three copies of financial statement are:- Enclosed Not enclosed PART-III Accounts pursuant to section 437(1)(b) or (c) & regulation 10(1)(b) or (c). dd mm yyyy 3.1 Date up to which the financial statement are made 3.2 (i) Three copies of financial statement pursuant to 437(1)(b) & regulation 10(1)(b) (c) are:- Enclosed Not enclosed OR (ii) Three copies of financial statement pursuant to 437(1)(b) & regulation 10(1)(b) (c) are:- Enclosed Not enclosed 3.3 Translated copy in English is, if applicable:- Enclosed Not enclosed (If the original are in some other than English language) PART-IV 4.1 List of Pakistani members and debenture-holders is:- Enclosed Not enclosed 4.2 Place(s) of business in Pakistan 1. (State principal place of business as registered pursuant to section 435 of the Companies Act, 2017) 2. 3. (Here state full addresses of all places of business in Pakistan) PART-V 5.1 Signature 5.2 Name of Authorized Officer/Authorized Intermediary 5.3 Registration Number of Authorized Intermediary, if applicable dd mm yyyy 5.4 Date

Page 16 of 20 Enclosures:

1. Original copy of paid bank challan evidencing payment of fee
2. Copy of Accounts
3. Copy of translated financial statements, if applicable
4. List of Pakistani members and debenture holders Fnc. Form-VI THE COMPANIES ACT, 2017 The Foreign Companies Regulations, 2018 [Section 443 and Regulation 10] NOTICE BY A FOREIGN COMPANY ON CEASING TO HAVE ANY PLACE OF BUSINESS IN PAKISTAN PART-I (Please complete in typescript or in bold block capitals.) 1.1 CUIN (Incorporation Number) 1.2 Name of the Foreign Company 1.3 Fee Payment Details 1.3.1 Challan Number 1.3.2 Challan Amount (Rs.) PART-II 2.1 The above named company hereby gives you notice, in pursuance of section 443 of the Act, that it intends to cease to have the following place(s) of business in Pakistan 2.2 Principal place of business / Liaison offices (s): Address of the Place Status of the place (Principal/Liaison office or other place of business Date of cessation* *(Notice is given at least 30 days before the company intends to cease to have its place of business in Pakistan) 2.3 Advertisement made in 1.

(At least in two daily newspapers circulating in the Province or Provinces in which such place or places of business are situate) dd mm yyyy 2.4 Date of advertisement PART-III 3.1 Signature 3.2 Name of Authorized Officer/ Authorized Intermediary

Page 17 of 20 3.3 Registration Number of Authorized Intermediary, if applicable dd mm yyyy 3.4 Date Enclosures:

1. Original paid bank challan evidencing payment of fee
2. Copy of advertisement as published in two newspapers (one in Urdu and one in English language). Fnc. Annexure-I Securities and Exchange Commission of Pakistan Company Registration Office <City Name) No. CRO- / <date> <Applicant Name>

Applicant Address> AVAILABILITY OF NAME Dear Sir /Madam, This is with reference to your name reservation request dated <date> on the above subject. 2. The above proposed name appears to be available for registration under the provisions of the Companies Act, 2017. The proposed name shall be reserved for a period of sixty days only and the foreign company shall be registered with the said name if the documents for registration along with evidence of payment of fee specified in Seventh Schedule of the Act, are presented within this period. However, after the lapse of the period, this office shall not take any responsibility if the name does not remain available for registration. <Registrar*> *Name & designation of the officer signing it

Page 18 of 20 Fnc. Annexure-II Securities and Exchange Commission of Pakistan Company Registration Office <City Name)> No. CRO- / <date> <Applicant Name> Applicant Address> REFUSAL OF NAME Dear Sir / Madam, This is with reference to your name reservation request dated <date> on the above subject. 2. We regret to inform you that the proposed name is not available for registration due to the below mentioned reasons: <Pre-checked reasons as selected / checked from the examination page of application> 3. However, you may wish to adopt some other suitable name of your preference or file an appeal with the Commission, if desired. <Registrar*> *Name & designation of the officer signing it.

Page 19 of 20 Fnc. Annexure-III SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN COMPANY REGISTRATION OFFICE CERTIFICATE OF REGISTRATION OF DOCUMENTS FILED BY A FOREIGN COMPANY [Under section 435 of the Companies Act, 2017] Corporate Unique Identification No. < CUIN # > I hereby certify that__________________, a company incorporated in __________________ has complied with all the requirements of section 435 of the Companies Act, 2017 for establishing a place of business/liaison office/branch office in Pakistan. The documents provided by the (Company Name) are registered under the Companies Act, 2017. Given at (LOCATION) this (DAY) day of (MONTH), Two Thousand and YEAR. (Official Seal) Fee Paid: Process ID:

<REGISTRAR*> *Name & designation of the officer signing it.

Page 20 of 20 Fnc. Annexure-IV SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN COMPANY REGISTRATION OFFICE CERTIFICATE OF REGISTRATION ON CHANGE OF NAME OF FOREIGN COMPANY [Under section 13 read with 442 of the Companies Act, 2017] Corporate Unique Identification No. < CUIN # > I hereby certify that pursuant to the provisions of section 13 read with 442 of the Companies Act, 2017, (XIX of 2017) the name of <Previous name of Foreign Company> has been changed to <New name of Foreign Company> and that the said foreign company has been duly registered as a Foreign Company under the provisions of the said Act. This change is subject to the condition that for period of ninety days from the date of issue of this certificate, the foreign company shall continue to mention its former name along with its new name on the outside of every office or place in which its business is carried on and in every document or notice referred to in Section 438. [Not applicable in case of rectification of Name] Given at (LOCATION) this (DAY) day of (MONTH), Two Thousand and YEAR. Fee Paid: Process ID: <Registrar*> *Name & designation of the officer signing the certificate CLD/CCD/PR(18)/2017