THE REPUBLIC OF UGANDA

APPLICATION FORM FOR RESERVATION OF NAME

(Under Section 36 of the Companies Act No.1 of 2012 & Section 4(b)(1b) of NGO

Registration Amendment Act, 2006)

TO : The Registrar of Companies P O Box 6848 KAMPALA

FROM : Muranga Carson .

Tel. No/s : 0772661363 .

Email/s : mugumeadvocates@gmail.com .

Signature/s :
……………………………………………………………………………………………………………
Being promoters of an Entity : (please tick and indicate if it is a change of name.)

Company limited by Shares 

Company limited by Guarantee
Non-Governmental Organisation

Apply for the reservation of a name(Indicate in order of priority choice)

NAME PROPOSED NAME
CHOICE
1st Choice
The National Transformation Agents Co. Ltd

2nd Choice

Transformation Agents Co. Ltd.

3rd Choice

Energy Transformers Co. Ltd

Date 20th November 2022

+NB: The Reservation Is Valid For Only 30 Days from Date Of Approval
 THE REPUBLIC OF UGANDA

THE COMPANIES ACT NO.1 OF 2012

MEMORANDUM
AND
ARTICLES OF ASSOCIATION

OF

THE TRANSFORMATION AGENTS COMPANY LTD

A PRIVATE COMPANY LIMITED BY SHARES

Incorporated on this………day of………, 2022

DRAWN & PREPARED BY:

M/S MUGUME & CO. ADVOCATES
JINJA ROAD
KAMPALA,UGANDA
 THE REPUBLIC OF UGANDA
THE COMPANIES ACT 2012

MEMORANDUM OF ASSOCIATION
OF
THE TRANSFORMATION AGENTS COMPANY LTD

1. The name of the Company is “THE TRANSFORMATION AGENTS COMPANY

LTD” (“the company”).

2. The registered office of the Company shall be situated in the Republic of Uganda.

3. The objects for which the company is incorporated are:

a) To carry on the business of manufacturers, sellers, suppliers, dealers,

importers and exporters of energy equipment in Uganda.

b) To apply for and obtain letters patent, trademarks, copyrights or privileges of

monopoly, either in Uganda or elsewhere for any kind of invention acquired
by the Company or in which the Company is interested.

c) To promote, form, subsidise, and establish any company or companies or

corporations.

d) To invest any moneys of the Company and to hold, sell or otherwise deal with
such investments and to receive moneys for investment.

e) To do all such things as are incidental or conducive to the above objects or any
of them.

4. The liability of the members is limited

5. The share capital of the company is Six hundred million Uganda shillings (Ugx
600,000,000/=) divided into 600,000 ordinary shares of 1000/= each, with the power
nevertheless to increase such capital and to divide the shares in the capital for the time
being into further classes, and to attach thereto any preferential, deferred, qualified or
special rights, privileges or conditions.

We, the several persons whose names, addresses and descriptions are hereunto subscribed are
desirous of being formed into accompany in pursuance of this Memorandum of Association
and we respectively agree to take the number of shares in the capital set opposite our
respective names.

Names and Addresses of Subscribers Number of shares Signature of Subscribers

taken by each
 subscriber
YANG SHICHANG

Guangzhou, China 500,000

+86 753239456
MURANGA CARSON

Kampala, Uganda 50,000

+256 759533409
NKOYOYO RASHID

Kampala, Uganda 50,000

+256 787825124

Dated at Kampala this day of 2022.

WITNESS TO THE ABOVE SIGNATURES:

Name: _________________________________

Signature: _________________________________

Address: _________________________________

Occupation: _____________________________

THE REPUBLIC OF UGANDA

THE COMPANIES ACT 2012
 ARTICLES OF ASSOCIATION
OF
THE TRANSFORMATION AGENTS COMPANY LTD

The company is a PRIVATE Company and accordingly: -

a) The right to transfer shares is restricted in the manner hereinafter prescribed.
b) Words importing the singular number only shall include the plural number, and vice
versa.
c) The company may issue share warrants to bearer subject to section 95 of the Act.

PRELIMINARY
1. The regulations contained in Table “A” of the first schedule to the Companies Act,
shall apply to the Company in so far as they are applicable to a private Company
subject to the modifications and special provisions herein contained.

2. The regulations contained in Table F (Code of Corporate Governance) in the First

Schedule to the Companies Act 2012 shall apply to the Company in so far as they are
applicable to a private Company subject to the modifications and special provisions
herein contained.

3. In these Articles unless there be something in the subject or context inconsistent

therewith: -

“Act” means the Companies Act, 2012 and regulations thereto or any other
modification or amendment thereof for the time being in force.

“Articles” means these Articles of Association as originally framed or as from time to

time altered by Special Resolution.

“Board” means the Board of Directors of the Company.

“Company” means and refers to The Transformation Agents Company Limited.

“Director” means a member of the Board of the Company

“Executive Director” shall mean a member of the Board who also serves as a manager
of the Company.

“General Meeting” means a meeting of the Members of the Company with the right to
attend and vote, and “Annual General Meeting” and “Extra-Ordinary General
Meeting” shall be construed accordingly.

“Managing Director/Chief Executive” shall mean any Director who has day to day
responsibility for managing the affairs of the Company, irrespective of the title by
which the Director is known.
 “Member” shall mean a holder of shares in the issued share capital of the Company
(by either subscription, allotment, transfer or transmission) whose name has been
entered on the Register of Members.

“Register of Members” means the register of members to be kept pursuant to Section

119 of the Act.

“Seal” means the Common Seal of the Company.

“Secretary” includes an assistant or deputy Secretary and any person appointed by the
Directors to perform any of the duties of the Secretary.

Reference in these Articles to any provision of the Act shall, where the context so
admits, be construed as a reference to such provision as modified or re-enacted by any
statute for the time being in force.

Save as aforesaid, any words or expressions defined in the Act shall, if not
inconsistent with the subject or context, bear the same meaning in these Articles.

4. The office shall be at such places in Uganda as the Directors shall from time to time
appoint.

DIRECTORS
5. Unless and until otherwise determined by an ordinary resolution of the Company, the
number of Directors shall not be subject to any maximum limit but shall not be less
than two.

6. A Director shall not be required to hold any shares in the Company unless and until a
share qualification requirement is fixed by the company in a general meeting. A
Director who is not a member of the Company shall nevertheless be entitled to attend
and speak at general meetings of the Company and of any class of members of the
Company.

MANAGING DIRECTOR AND DEPUTY MANAGING DIRECTOR

7. There shall be a Managing Director who will be responsible for the direct
management of the business of the Company. The Managing Director shall for the
time being be Mr. Yang Schichang.

8. There shall also be a Deputy Managing Director who shall manage the business of the
company in the absence of the managing director. The Deputy managing director
shall for the time being be Mr. Muranga Carson.

9. Nothing under these articles shall prevent the shareholders of the Company from
appointing a new managing director or new deputy managing director through special
resolution of the company at a general meeting.

BORROWING POWERS
10. Article 79 of Table A will apply to the borrowing powers of the Directors.
 POWERS OF DIRECTORS
11. The business of the Company shall be managed by the Directors who may pay all
expenses incurred in promoting and registering the Company, and may exercise all
such powers of the Company as are not, by the Act, or by these Articles, required to
be exercised by the Company in General Meeting subject, nevertheless, to any of
these Articles, to the provisions of the Act, and to such regulations being not
inconsistent with the aforesaid Articles or provisions, as may be prescribed by the
Company in General Meeting; but no regulation made by the Company in General
Meeting shall invalidate any prior act of the Directors which would have been valid if
that regulation had not been made.

12. The Directors may from time to time and at any time by powers of Attorney appoint
any company, firm or person or body of persons whether nominated directly or
indirectly to be the attorney or Attorneys of the company for such discretion (not
exceeding those vested in or exercisable by the Directors under these conditions as
they think it any such powers of Attorney may contains such provision for the
protection and convenience of persons dealing with such Attorney and may also
authorize any such authorities and discretion vested in him or her.
13. The Directors shall be bound by the duties under Section 198 of the Act and each
director shall also have a duty to disclose any direct or indirect interest in a contract or
proposed contract with the company and shall declare the nature of his or her interest
at a meeting of the directors of the company in accordance with section 218 of the
Act.

REMUNERATION OF DIRECTORS AND BOARD ADVISORS

14. Each director shall not be entitled to remuneration unless and until the remuneration is
determined at a general meeting of the company. The directors shall however be
entitled to be reimbursed their reasonable travelling, hotel and incidental expenses of
attending and returning from meeting of the Board, committee of company or
otherwise incurred while engaged in the business of the company.
15. A director may hold any other office or place or profit under the company except that
of auditor in conjunction with his office of director upon such terms as the board may
be determined and may receive such remuneration therefore as the board may think fit
in addition to any other remuneration.

DISQUALIFICATION OF DIRECTORS
16. The office of directors shall be vacated if the holder;
a) becomes bankrupt or insolvent or makes any arrangement or composition with
any creditor.
b) becomes prohibited from being a director under the Section 200 of the Act; or.
c) becomes of unsound mind; or
d) Resigns his office by notice in writing to the company; or
e) Shall have been absent without permission of the board from six consecutive
meetings of the board.
17. Unless otherwise determined by the company in general meeting a person under the
age of twenty-one years may not be appointed to the office of director or to act as
alternate director and a director shall be deemed to retire at the annual general
meeting next following his attaining the age of seventy years.

SECRETARY
18. The secretary shall be appointed by the Directors for such term at such remuneration
and upon such conditions as they may deem fit and any secretary so appointed may be
removed by them.

GENERAL MEETINGS
19. (1) The company shall in each year hold a general meeting of all members entitled to
vote as its annual general meeting in addition to any other meetings in that year, and
shall specify the meeting as an annual general meeting in the notices calling it.
(2) Not more than fifteen months shall elapse between the date of one annual general
meeting of the company and that of the next.
(3) So long as the company holds its first annual general meeting within eighteen
months of its incorporation, it need not hold it in the year of its incorporation or in the
following year.
(4) The annual general meeting shall be held at such time and place as the directors
shall appoint.
20. All general meetings other than annual general meetings shall be called extraordinary
general meetings.

21. (1) The directors may, whenever they think fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on such
requisition by members entitled to vote, or, in default, may be convened by such
requisitionists, as provided by section 141 of the Act.

(2) If at any time there are not within Uganda sufficient directors capable of acting to
form a quorum, any director or any two members of the company may convene an
extraordinary general meeting in the same manner as nearly as possible as that in
which meetings may be convened by the directors.
22. All General meetings of the Company may be conducted by electronic means
including but not limited to zoom, google meet, cisco webex, or any other video
conferencing tools provided that all members entitled to attend and vote at the general
meeting are given adequate notice of the means through which the meeting shall be
conducted and that full participation of the voting members is guaranteed.

NOTICE OF GENERAL MEETING

23. (1) Every general meeting shall be called by at least twenty-one days' notice in
writing.

(2) The notice shall be exclusive of the day on which it is served or taken to be served
and of the day for which it is given, and shall specify the place, the day and the hour
 of meeting and, in case of special business, the general nature of that business, and
shall be given, in a manner described in subregulation (3) or in such other manner, if
any, as may be prescribed by the company in general meeting, to such persons as are,
under the regulations of the company, entitled to receive such notices from the
company.

(3) A meeting of the company shall, notwithstanding that it is called by shorter notice
than that specified in sub- regulation 1, be taken to have been duly called if it is so
agreed –
(a) in the case of a meeting called as the annual general meeting, by all the
members entitled to attend and vote at the meeting; and
(b) in the case of any other meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together
holding not less than 95% in nominal value of the shares giving that right.

24. The accidental omission to give notice of a meeting to, or the non-receipt of notice of
a meeting by, any person entitled to receive notice shall not invalidate the proceedings
at that meeting.

25. The notice for the General meeting may be by e-mail, text message, telegram,
WhatsApp message, advert in a newspaper of wide circulation or any other means that
may be expedient as determined by the Board of Directors.

PROCEEDINGS AT GENERAL MEETINGS

26. All business that is transacted at an extra ordinary general meeting and at an annual
general meeting, with the exception of declaring a dividend, the consideration of the
accounts, balance sheets, and the reports of the directors and auditors, the election of
directors in the place of those retiring and the appointment of, and the fixing of the
remuneration of, the auditors shall be taken to be special.
27. (1) Business shall not be transacted at a general meeting unless a quorum of members
with a right to attend and vote at the meeting is present at the time when the meeting
proceeds to business.
(2) Except as otherwise provided in these Articles, three members with a right to
attend and vote and present in person shall be a quorum.
28. (1) If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be dissolved;
in any other case, it shall stand adjourned to the same day in the next week, at the
same time and place or to such other day and at such other time and place as the
directors may determine.

(2) If at the adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the members present shall be a quorum.

29. (1) The chairperson of the board of directors shall preside at every general meeting of
the company.
 (2) If there is no chairperson, or if he or she is not present within fifteen minutes after
the time appointed for the holding of the meeting or is unwilling to act, the directors
present shall elect one of their member to be chairperson of the meeting.

30. If at any meeting no director is willing to act as chairperson or if no director is present

within fifteen minutes after the time appointed for holding the meeting, the members
present shall choose one of their member to be chairperson of the meeting.

31. (1) The chairperson may, with the consent of any meeting at which a quorum is
present and shall, if directed by the meeting, adjourn the meeting from time to time
and from place to place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the adjournment
took place.

(2) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.

(3) Except as provided in this regulation, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.

32. (1) At any general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands unless a poll is before or on the declaration of the result of the
show of hands demanded –
(a) by the chairperson;
(b) by at least three members present in person or by proxy;
(c) by any member or members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all members having the right to vote at
the meeting; or
(d) by a member or members holding shares in the company conferring a right to vote
at the meeting being shares on which an aggregate sum has been paid up equal to not
less than one tenth of the total sum paid up on all the shares conferring that right.

(2) Unless a poll is demanded under subregulation (1), a declaration by the

chairperson that a resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost and an entry to that effect in the book
containing the minutes of the proceedings of the company shall be conclusive
evidence of the fact without proof of the number or proportion of the votes recorded
in favour of or against the resolution.

(3) A demand for a poll may be withdrawn.

33. Except as provided in regulation 52, if a poll is duly demanded it shall be taken in a
manner directed by the chairperson, and the result of the poll shall be taken to be the
resolution of the meeting at which the poll is demanded.

34. Where the votes are equal, whether on a show of hands or on a poll the chairperson
of the meeting at which the show of hands takes place or at which the poll is
demanded, is entitled to a second or casting vote.
35. (1) A poll demanded on the election of a chairperson or on a question of adjournment
shall be taken immediately.

(2) A poll demanded on any other question shall be taken at such time as the
chairperson of the meeting directs, and any business other than that upon which a poll
is demanded may be proceeded with pending the taking of the poll.

36. A Board Advisor under these Articles or any number of them, not being a
shareholder/shareholders with voting shares in the Company, may be invited to attend
a General meeting in his/her special capacity as a strategic advisor of the Company to
render advice and recommendations.

VOTES OF MEMBERS
37. On a show of hands every member present in person shall have one vote save in
respect of shares that are designated as Non-voting shares.

38. On a poll every shareholder present in person or by proxy shall be entitled to one
vote per share, save in respect of shares that are designated as Non-voting shares, in
respect of each share held by him/her.

39. A member is not entitled to vote at a general meeting unless all calls or other sums
immediately payable by him or her in respect of shares in the company have been
paid.

40. On a poll votes may be given either personally or by proxy.

41. The instrument appointing a proxy shall be in writing signed by the appointer or his or
her attorney duly authorised in writing, or, if the appointer is a corporation, either
under seal, or signed by an officer or attorney duly authorised.

42. A proxy need not be a member of the company.

43. The instrument appointing a proxy and the power of attorney or other authority, if
any, under which it is signed or a notarially certified copy of that power or authority
shall be deposited at the registered office of the company or at such other place within
Uganda as is specified for that purpose in the notice convening the meeting, not being
less than forty-eight hours before the time for holding the meeting or adjourned
meeting, at which the person named in the instrument proposes to vote, or, in the case
of a poll, not being less than twenty-four hours before the time appointed for the
taking of the poll, and in default the instrument of proxy shall not be treated as valid.

44. The form of a proxy instrument under Article 70 of Table A shall be adopted

45. The instrument appointing a proxy shall be taken to confer authority to demand or
join in demanding a poll.

46. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the
proxy or of the authority under which the proxy was executed, or the transfer of the
 share in respect of which the proxy is given, if no intimation in writing of the death,
insanity, revocation or transfer has been received by the company at the office before
the commencement of the meeting or adjourned meeting at which the proxy is used.

DIVIDENDS AND RESERVE

47. The company in general meeting may declare dividends, but no dividend shall exceed
the amount recommended by the directors.
48. The directors may pay to the members such interim dividends as appear to the
directors to be justified by the profits of the company.
49. A dividend shall not be paid otherwise than out of profits.
50. (1) The directors may, before recommending a dividend, set aside out of the profits of
the company such sums as they think proper as a reserve or reserves which shall, at
the discretion of the directors, be applicable for any purpose to which the profits of
the company may be properly applied, and pending that application may, at the
discretion of the directors, either be employed in the business of the company, or be
invested in such investments, other than shares of the company as the directors may
from time to time think fit.
(2) The directors may also without placing it to reserve carry forward any profits
which they may think prudent not to divide.
51. (1) Subject to the rights of persons, entitled to shares with special rights as to
dividend, all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect of which the dividend is paid, but no amount
paid or credited as paid on a share in advance of calls shall be treated for the purposes
of this regulation as paid on the share.
(2) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in respect of
which the dividend is paid; but if any share is issued on terms providing that it shall
rank for dividend as from a particular date that share shall rank for dividend
accordingly.
52. The directors may deduct from any dividend payable to any member all sums of
money, if any, immediately payable by him to the company on account of calls or
otherwise in relation to the shares of the company.
53. (1) A general meeting declaring a dividend or bonus may by resolution direct
payment of the dividend or bonus wholly or partly by the distribution of specific
assets and in particular of paid up shares, debentures or debenture stock of any other
company or in any one or more of those ways.
(2) The directors shall give effect to the resolution under subregulation (1).
(3) Where a difficulty arises in regard to that distribution, the directors may settle it as
they think expedient, and in particular may issue fractional certificates and fix the
value for distribution of those specific assets or any part of it and may determine that
cash payments shall be made to any members upon the basis of the value so fixed in
order to adjust the rights of all parties, and may vest any of those specific assets in
trustees as the directors may consider expedient.
54. (1) Any dividend, interest or other moneys payable in cash in respect of shares may be
paid by cheque or warrant sent through the post directed to the registered address of
the holder or, in the case of joint holders, the registered address of that one of the joint
holders who is first named on the register of members or to such person and to such
address as the holder or joint holders may in writing direct.
(2) Every cheque or warrant referred to in subregulation (1) shall be made payable to
the order of the person to whom it is sent.
(3) Any one of two or more joint holders may give effectual receipts for any
dividends, bonuses or other moneys payable in respect of the shares held by them as
joint holders.
55. A dividend shall not bear interest against the company.
ACCOUNTS
56. The board shall cause proper books of accounts to be kept with respect to-
a) All sums of money received and expended by the company and the matter in
respect of which the receipt and expenditure take place;
b) All sales and purchase of goods by the company, and
c) The asset and liabilities of the company
Proper books shall be deemed to be kept if such books of account are kept as are
necessary to give a true and fair view of the state of the company’s affairs and to
explain its transactions.

57. The books of account shall be kept at the office subject to Section 154(3) of the Act,
at such other places as the board may deem fit and shall always be open and
accessible to the directors for inspection.
AUDIT
58. Auditors shall be appointed and their duties regulated in accordance with Sections 167
to 170 of the Companies Act.
THE SEAL
59. The Directors shall provide for safe custody of the seal which shall only be used by
the authority of Directors or a committee of the Directors authorized by the Directors
in that behalf and every instruments to which the seal shall be affixed shall be signed
by a Director and shall be countersigned by the secretary or by second Director or by
some other person appointed by the Directors for that purpose.
60. All deeds executed on behalf of the company may be in such form and contain in such
powers, provisions, conditions, covenants, clauses and agreements as the Directors
may think fit and in addition to being sealed with the seal shall be designed by a
Director and countersigned by the Secretary or a second Director.
NOTICES
61. A notice may be given by the company to any member whether personally or by
sending it by post, e-mail, telegram or WhatsApp message to him or her at his
registered address or e-mail address, telephone number, WhatsApp contact supplied
by him/her or to the address if any, within Uganda supplied by him or her to the
company for the giving of notice.
62. When a notice is sent by post, services of the notice shall be deemed to be affected by
properly addressing, stamping and posting a letter containing the notice by air mail if
addressed to a destination outside Uganda and to have been affected in the case of a
notice or a meeting at the expiration of 48 hours after the letter containing the same is
posted and in any other case at the time at which the letter would be delivered in the
ordinary course of post.
63. Notice of every general meeting shall be given in a manner herein before authorized
to-
a. Every member except those members who (having no registered address
within east Africa) have not supplied to the company an address with in East
Africa for the giving of notice to them;
b. Every person upon the ownership of a share develops by reason of his or her
being a legal personal representative or a trustee in bankruptcy of a member
where the member but for his or her death or bankruptcy be entitled to receive
notice of the meeting; and

c. The auditor for the time being of the company.

INDEMNITY
64. Every Director, Manager, Secretary and other officer or servant of the company shall
be indemnified by the company against all the costs, losses and expenses which he or
she may incur by reason or any contract entered in, or act done by him or her as such
officer or servant or in any way in the discharge of his or her duties.
WINDING UP
65. If the company shall be winding up whether voluntarily or otherwise the liquidator
may within the sanction of an extraordinary resolution, divide among the contributors
in specific or in kind the whole or any part of the assets of the company and such
division may if so decided by special resolution be otherwise than in accordance with
the right of the members subject to the provisions of the Companies Act.
ARBITRATION
66. If whenever any dispute arises between the company and any of the members, their
respective representative, or between any members, regarding the construction of
these Articles or any act done or arising out of the relation existing between the
parties by reason of their association under these Articles shall be referred to an
arbitrator to be appointed by Ordinary resolution of the shareholders at a general
meeting and such dispute before the arbitration tribunal shall be conducted within the
provisions of the laws for the time being in force in Uganda.
 WE, the several persons whose names, addresses and descriptions are hereunto
subscribed are desirous of being formed into a company in pursuance of this Articles
of Association.

Names and Addresses of Subscribers Number of shares Signature of Subscribers

taken by each
subscriber
YANG SHICHANG

Guangzhou, China 500,000

+86 753239456
MURANGA CARSON

Kampala, Uganda 50,000

+256 759533409
NKOYOYO RASHID

Kampala, Uganda 50,000

+256 787825124

Dated at Kampala this day of 2022.

WITNESS TO THE ABOVE SIGNATURES:

Name: _________________________________

Signature: _________________________________

Address: _________________________________

Occupation: _____________________________