The Companies Act, 1913

(PUBLIC COMPANY LIMITED BY SHARES)

MEMORANDUM

AND

ARTICLES OF
ASSOCIATION

OF

Chum Wellness
 The Companies Act, 1913
PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
Chum Wellness

I. The name of the company is “Chum Wellness”

II. The Registered Office of the Company shall be situated in Bangladesh.
III. The objects for which the company is established are:
IV. The Art Of Aesthetic Dermatology!

At Chum, our goal is to ensure that individuals dealing with life’s challenges have
easy, affordable, and convenient access to mental health services. We provide on-
demand access to a diverse team of licensed, certified, experienced, and accredited
professionals, including psychologists with M.Phil and PhD degrees, marriage and
family therapists, clinical psychologists, and professional counselors.

We offer a comprehensive range of psychological services tailored to your specific

needs. Whether you’re seeking support for depression, relationship issues, anxiety and
stress, parenting concerns, chronic illness, eating disorders, anger management,
childhood abuse, mood disorders, OCD, trauma and grief, substance abuse, family
conflicts, or any other mental health issue, we are here to help.
1. To enter into partnership or into any arrangement for sharing profits, union of interest,
cooperation, joint venture, reciprocal concession, or otherwise, with any person or
persons or Company carrying on or engaged in, or about to carry on or engaged in any
business or transaction which the Company is authorised to carry on or engage in or in
any business or transaction capable of being conducted so as directly or indirectly to
benefit this Company, and to acquire or join in acquiring any such business.
2. To enter into any arrangement with any authority, government, railway, municipal, local or
otherwise, that may seem conducive to the objects of the Company or any of them and to
obtain from any such authority, any rights, privileges and concessions which the
Company may think it desirable to obtain, and to carry out, exercise and comply with any
such arrangements, rights, privileges and concessions.
3. To take, or otherwise acquire, and hold shares, in any other Company having objects
altogether or in part similar to those of this Company, or carrying on any business capable
of being conducted so as directly or indirectly to benefit this Company.
4. To establish and support or aid in the establishment and support of associations,
institutions, provident or other funds, trusts and conveniences calculated to benefit the
employees or ex-employees of the Company or their dependants of such persons or for any
other purpose as may be decided by the Company and to grant pensions, allowances,
gratuities or bonuses, and to make payments towards insurance, and to subscribe or
guarantee moneys for charitable or benevolent objects or institutions or for any exhibition or
for any public, general or useful object.
5. To carry on any other trade or business, whether manufacturing or otherwise, which may
seem to the Company capable of being conveniently carried on in connection with any of the
business herein mentioned or calculated directly or indirectly to enhance the value of or
render profitable any of the Company’s property or rights.
6. To act as agents, brokers or representatives of corporation, firms, and individuals and
generally to undertake, transact and execute all kinds of agency business.
7. To assist, promote, establish, or contribute to manage, control or support sick funds, and
any associations or institutions for providing, upon any terms or conditions, medicines, drugs,
medical and surgical preparations and apparatus, and restoratives or food as aforesaid during
sickness or illness.
8. To promote any company or companies for the purpose of acquiring all or any of the
property, rights and liabilities of this Company, or for any other purpose which may seem
directly or indirectly calculated to benefit this Company.
9. To purchase, take on lease, or in exchange, hire or otherwise acquire and to hold and
deal with any lands (whether freehold, leasehold or otherwise) with or without buildings
or any interest or therein situated in Bangladesh, or elsewhere and any machinery, plant,
apparatus, substances, products, articles and things and any trade marks, trade-names,
trade-designs, rights or privileges or other property and rights of any kind or description
whatsoever, which the Company may think necessary or convenient for the purpose of its
business.
10. To build, erect, construct, maintain, and/or alter on any lands held by the Company, any
factories, godowns, offices, works, or other buildings, structures or erections whatsoever,
necessary or convenient for the purposes of the Company and to insure and to keep insured
the same.
11. To sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to
account or otherwise deal with all or any part of the lands and buildings, or other
property and rights of the Company whatsoever.
12. To invest and deal with the moneys of the Company not immediately required in
such manner as may from time to time to be determined.
13. To lend money to such persons or companies and on such terms as deem expedient and
in particular to customers and others having dealings with the Company; and to
guarantee the performance of contracts by any such persons or companies.
14. To borrow or raise loan and money from any Bank and/or other financial institutions
(including Bangladesh Shilpa Rin Sangstha) in such manner as the Company shall think fit,
with or without securities or by any other means as may be deemed expedient, and secure
the repayment thereof by mortgaging, hypothecating, pledging or otherwise charging the
whole or any part of the property or assets of the Company, both moveable and immovable,
and also to raise loan by issue of debentures or debenture stocks, perpetual or otherwise,
charged on all or any of the Company’s properties, including its uncalled capital and/or by
any other legal means.
15. To pay for any business, property or rights acquired or agreed to be acquired by this
Company, and generally to satisfy any obligations of the Company, by the issue or transfer
of shares of this or any other company credited as fully or partly paid up or debentures
or other securities of this or any other company.
16. To remunerate or make donations to any person, trust, or company for services rendered
or to be rendered in placing or assisting to place or guaranteeing the placing of any of the
shares in the capital of the Company or any debentures, debenture-stock or other securities of
the Company or in or about the promotion of the Company or in or about the formation or
promotion of the Company or the conduct of its business.
17. To draw, make, accept, endorse, negotiate, discount, execute and issue promissory-
notes, bills of exchange, hundies, bills of lading, warrants, debentures and other
negotiable or transferable or mercantile instruments and documents of title to goods
or property.
18. To open an account with any bank or banks and to draw and endorse cheques and
to withdraw moneys from such accounts.
19. To sell or dispose of or deal with the business, property and undertakings of the
Company or any part or parts thereof for such consideration as the Company may think fit,
and in particular for shares, debentures, or securities of any other company having objects
altogether or in part similar to those of this Company.
20. To adopt such means of making known the products of the Company or goods and
articles dealt in by the Company as may seem expedient and in particular by advertising, by
circulars, catalogues, show-cards, posters and free samples and exhibiting and granting
rewards, presents, prizes and donations.
21. To appoint brokers, canvassers, agents and other persons and to establish and maintain
any agencies and branches in any parts of Bangladesh or elsewhere for the sale of any
materials or things for the time being at the disposal of the Company for sale or other
purposes, and to discharge and to discontinue the same.
22. To amalgamate with any other Company having objects altogether or in part similar
to those of this Company.
23. To distribute any of the properties of the Company amongst the members in specie.
24. To do all or any of the above things as principals, agents, contractors, trustees or
otherwise, and by or though trustees, agents or otherwise and either along or in
conjunction with others.

25. Generally to do all such other things as are incidental or conducive to the attainment of
the above objects. And it is hereby declared that the objects specified in each paragraph
of this clause except where otherwise expressed in such paragraph shall be separate
and independent objects of the Company and shall be in no way limited, or restricted by
reference to or inference from the terms of any other paragraph or the name of the
Company.

V. The liability of the members is limited,

We, the undersigned persons whose names and addresses are subscribed below, are desirous of being
formed into a Public Limited Company, in pursuance of this Memorandum of Association and we
respectively agree to take up the number of shares in the capital of the Company set opposite to our
respective names :

Name, Address, description and Number of shares Signature of Name, Address and
Nationality of the subscribers taken Subscriber Descriptions
of witness

1.Momota Begum 2300 (MD.RAHMAN AHMED)

Moubon-16, subhanighat, kotwali (Two Thousand Barrister-at-law
Sylhet sadar - 3100, sylhet Three Hundred) Advocate,
Supreme Court of
Bangladesh, Dhaka

TOTAL : 2300 Shares

Dated 23 ,Nov, 2016