As filed with the U.S. Securities and Exchange Commission on December 26, 2024.
Registration No. 333-[•]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAGTEC GLOBAL LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
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British Virgin Islands
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6209
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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No 43-2, Jalan Besar Kepong,
Pekan Kepong, 52100 Kuala Lumpur
+603-3310 0089
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)
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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Yarona Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Telephone: (212) 588 0022
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Stephen Older, Esq.
Carly Ginley, Esq.
McGuireWoods LLP
1251 Avenue of the Americas, 20th Floor
New York, NY 10020
Telephone: (212) 548 2100
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________________________________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
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PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION, DATED DECEMBER 26, 2024
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Sagtec Global Limited
[•] Ordinary Shares
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This is an initial public offering of our ordinary shares of no-par value (the “Ordinary Shares”). We are offering, on a firm commitment basis, [•] Ordinary Shares. We anticipate that the initial public offering price of the Ordinary Shares will be between US$[•] and US$[•] per Ordinary Share.
Prior to this offering, there has been no public market for our Ordinary Shares. We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “SAGT”. This offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market and there can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market. We will not close this offering unless such Ordinary Shares are listed on the Nasdaq Capital Market at the completion of this offering.
Throughout this prospectus, unless the context indicates otherwise, any references to “we”, “us”, “our”, “Sagtec (BVI),” “the Company,” or “our Company” are to Sagtec Global Limited, a British Virgin Islands holding company.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 13 to read about factors you should consider before buying our Ordinary Shares.
We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Our Being an Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” beginning on page 7 of this prospectus for more information.
We are a business company that is incorporated in the British Virgin Islands pursuant to the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands. As a holding company with no operations, we conduct all of our operations through our majority owned subsidiaries in Malaysia. The Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the British Virgin Islands. You may never directly hold any equity interests in our operating subsidiaries.
Upon completion of this offering, our issued and outstanding shares will consist of [•] Ordinary Shares, assuming that the underwriter does not exercise any portion of its over-allotment option. We expect to be a controlled company as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering, Mr. Ng Chen Lok, our Executive Director, Chairman and Chief Executive Officer, will own approximately [•]% of our total issued and outstanding Ordinary Shares, representing approximately [•]% of the total voting power, assuming that the underwriter does not exercise any portion of its over-allotment option.
As a result, this concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval. In addition, this may have anti-takeover effects and may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our
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shareholders. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. See “Implications of Our Being a “Controlled Company” beginning on page 7 of this prospectus for more information.
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Per Share
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Total(4)
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Initial public offering price(1)
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US$
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US$
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Underwriting discounts and commissions(2)
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US$
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US$
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Proceeds to the Company before expenses(3)
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US$
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US$
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We have granted the underwriter an option, exercisable from time to time in whole or in part, to purchase up to [•] additional Ordinary Shares, representing 15% of the Ordinary Shares sold in the offering, from us at the initial public offering price, less underwriting discounts and commissions, during the 30-day period after the closing date of this offering solely to cover over-allotments, if any. If the underwriter exercises the option in full, the total underwriting discounts payable will be US$[•] and the total proceeds to us, before expenses, will be US$[•].
The underwriter expects to deliver the Ordinary Shares to the purchasers against payment in U.S. dollars in New York, New York on or about [•], 2025.
You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registration statement of which this prospectus forms a part.
No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
Sole Book-Running Manager
The Benchmark Company, LLC
The date of this prospectus is [•], 2025.
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Until ______, 2025 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.
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ABOUT THIS PROSPECTUS
Neither we nor the underwriter has authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we nor the underwriter takes responsibility for, and provide no assurance about the reliability of, any information that others may give you. Please read this prospectus carefully. It describes our business, our financial condition and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the United States: Neither we nor the underwriter has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.
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PRESENTATION OF FINANCIAL INFORMATION
Basis of Presentation
Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain differences exist between IFRS and generally accepted accounting principles in the United States (“U.S. GAAP”) which might be material to the financial information herein. We have not prepared a reconciliation of our consolidated financial statements and related footnote disclosures between IFRS and U.S. GAAP. Potential investors should consult their own professional advisers for an understanding of the differences between IFRS and U.S. GAAP and how these differences might affect the financial information herein.
Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
Our financial year ends on December 31 of each year. References in this prospectus to a financial year, such as “financial year 2023,” relate to our financial year ended December 31 of that calendar year.
Financial Information in U.S. Dollars
Translations of amounts in the audited consolidated statement of financial position, audited consolidated statements of profit or loss and other comprehensive income/(loss), and audited consolidated statement of cash flows from RM into USD as of and for the year ended December 31, 2023 are solely for the convenience of the reader. Unless otherwise noted, all translations from RM into USD for the fiscal year ended December 31, 2023 were calculated at of USD1 = RM4.5892 or an average rate of USD1 = RM4.5679.
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MARKET AND INDUSTRY DATA
Certain market data and forecasts used throughout this prospectus were obtained from market research, reports of governmental and international agencies and industry publications, gathered by the Company. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:
• our business and operating strategies and our various measures to implement such strategies;
• our operations and business prospects, including development and capital expenditure plans for our existing business;
• changes in policies, legislation, regulations or practices in the industry and those countries or territories in which we operate that may affect our business operations;
• our financial condition, results of operations and dividend policy;
• changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;
• the regulatory environment and industry outlook in general;
• future developments in the market for the development of software solutions and the actions of our competitors;
• catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;
• the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;
• the overall economic environment and general market and economic conditions in the jurisdictions in which we operate;
• our ability to execute our strategies;
• changes in the need for capital and the availability of financing and capital to fund those needs;
• our ability to anticipate and respond to changes in the markets in which we operate, and in client demands, trends and preferences;
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• exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business;
• changes in interest rates or rates of inflation; and
• legal, regulatory and other proceedings arising out of our operations.
The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.
This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The markets for the development of software solutions may not grow at the rate projected by such market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.
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DEFINITIONS
“Memorandum and Articles of Association” means the memorandum and articles of association of our Company adopted on our incorporation, as amended from time to time.
“Business Day” means a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.
“BVI” means the British Virgin Islands.
“CAGR” means compound annual growth rate.
“CL Technologies” means CL Technologies (International) Sdn Bhd, a company incorporated in Malaysia on February 14, 2019, and a majority-owned subsidiary of our Company.
“Company,” “our Company,” or “Sagtec (BVI)” means Sagtec Global Limited (BVI Company No. 2135152), an exempted company incorporated in the British Virgin Islands with limited liability on October 31, 2023.
“Companies Act” means the means the BVI Business Companies Act, 2004 (as amended) of the BVI.
“COVID-19” means the Coronavirus Disease 2019.
“Directors” means the directors of our Company as at the date of this prospectus, unless otherwise stated.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
“Executive Directors” means the executive Directors of our Company as at the date of this prospectus, unless otherwise stated.
“Executive Officers” means the executive officers of our Company as at the date of this prospectus, unless otherwise stated.
“Group,” “our Group,” “we,” “us,” or “our” means our Company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors.
“Independent Director Nominees” means the independent non-executive director nominees of our Company as at the date of this prospectus, unless otherwise stated.
“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company.
“MOM” means the Ministry of Manpower of Malaysia.
“PRC” means the People’s Republic of China.
“RM” or “MYR” or “Malaysian Ringgit” means Malaysian Ringgit(s), the lawful currency of Malaysia.
“Sagtec” means Sagtec Group Sdn Bhd, a company incorporated in Malaysia on June 11, 2018, and a majority-owned subsidiary of our Company. On May 27, 2019, Sagtec changed its name from Signage Alliance Group Sdn Bhd to Sagtec Group Sdn Bhd
“SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Malaysia Companies Act” means the Companies Act 2016 of Malaysia, as amended, supplemented or modified from time to time.
“US$,” or “USD” or “United States Dollars” means United States dollar(s), the lawful currency of the United States of America.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Ordinary Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements,”
Overview
Our business was originally incorporated in Malaysia in 2018, and is principally involved in the provision of customizable software solutions encompassing several types of software such as a smart ordering system, Speed +, which is a smart solutions application software for the food and beverage industry. The Speed+ software is installed onto our existing Point of Sale (POS) machines, which are sourced from third-party suppliers. These POS machines, equipped with Speed+, are then leased to clients, providing a seamless and integrated solution for efficient order management and transaction processing. We also offer customizable software and application development for table ordering, QR ordering and self-service kiosk ordering. For the years ended December 31, 2022 and December 31, 2023, the provision of the Speed+ smart ordering system, QR Ordering system subscription (both under subscription services) contributed 10.22% and 12.31% of our revenue, respectively, while the provision of software development services contributed to 19.10% and 9.79% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, the provision of the Speed+ smart ordering system, QR Ordering system subscription (both under subscription services) contributed 19.89% and 33.03% of our revenue, respectively, while the provision of software development services contributed to 13.75% and 16.43% of our revenue, respectively.
Our products and services such as our smart ordering system, Speed +, as well as any software and application development for table ordering, QR ordering and self-service kiosk ordering, are marketed to the bulk of our customers in Malaysia, who belong to the food and beverage (“F&B”) industry. However, the customizable nature of our software and application development services which further extends to customer relationship management and invoicing software is offered to businesses across different industries, with a focus on F&B but also extending to other industries such as Geotechnology, beauty products and property consulting.
Apart from our product, Speed+, we also sell food ordering kiosk machines designed to improve the dining experience for both customers and businesses. These kiosk solutions combine innovative technology with user-friendly interfaces, allowing patrons to effortlessly browse menus, customize orders, and make secure payments. They are designed to improve efficiency, reduce labor costs, and gather valuable data on customer preferences and ordering patterns. For the years ended December 31, 2022 and December 31, 2023, the sale of food ordering kiosk machines contributed 16.12% and 25.29% of our revenue, respectively. For the six months period ended June 30, 2024, the sale of food ordering kiosk machines contributed 14.92% of our revenue.
Beyond the F&B industry, we serve a broader clientele as a trusted partner. Our software development services showcase our commitment to understanding and addressing the unique needs of our clients. Our experienced software development team creates tailored solutions, often starting with a comprehensive software development blueprint in the form of a white paper. Whether it involves developing applications or addressing complex software development projects, our in-house programmers bring over a combined 14 years of experience and expertise. For specialized or complex projects, we collaborate with trusted outsourcing partners to ensure our clients have access to the right skills and resources.
In a digital age where social media plays a crucial role in brand presence, we offer social media management services. Responsible for overseeing the social media accounts of Key Opinion Leaders (KOLs) and influencers, we attempt to ensure that these digital influencers maintain a current and engaging online presence. By leveraging data analysis, including demographic data, comments, post likes, and other metrics, we fine-tune content strategies in order to obtain the maximum impact. For the years ended December 31, 2022 and December 31, 2023, our social media management services contributed 11.98% and 9.50% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, our social media management services contributed 21.25% and 9.54% of our revenue, respectively. We further provide additional products and services through the sale of power-bank charging stations through our majority owned subsidiary, CL Technologies. Recognizing the trend in demand for portable power-bank charging for mobile devices, we have developed additional expertise in providing power-bank charging stations across 300 locations in Malaysia, working with shopping malls, parks and other public areas. For the years ended December 31, 2022 and December 31, 2023, the
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sale of power-bank charging stations through its majority owned subsidiary, CL Technologies, contributed 12.45% and 23.44% of our revenue, respectively. For the six months period ended June 30, 2024, the sale of power-bank charging stations through its majority owned subsidiary, CL Technologies, contributed 13.34% of our revenue.
Our expertise extends beyond software development. We also offer a comprehensive data management service. By efficiently handling clients’ incoming raw data, including tasks like sorting, filtering, and reorganizing data within servers, we help clients easily access the information they need, streamlining their operations and decision-making. For the years ended December 31, 2022 and December 31, 2023, our data management services contributed 20.98% and 15.62% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, our data management services contributed 28.47% and 12.74% of our revenue, respectively.
For the year ended December 31, 2023, business in Malaysia contributed to 100% of our Group’s revenue. We also believe that our financial results reflect our strong market position. For the year ended December 31, 2022, our revenue was RM13,000,026 (USD2,832,744), and our net profit was RM2,363,584 (USD515,032). For the year ended December 31, 2023, our revenue was RM29,280,649 (USD6,380,339), and our net profit was RM4,656,301 (USD1,014,622). This is a growth of 125.24% in revenue and 97.00% in net profit respectively. The cost of sales increased from RM7,959,225 (USD1,734,036) in the year ended December 31, 2022 to RM21,112,777 (USD4,600,536) in year ended December 31, 2023. For the six months period ended June 30, 2023, our revenue was RM7,104,161 (USD1,506,012), and our net loss was RM917,279 (USD194,454). For the six months period ended June 30, 2024, our revenue was RM19,655,442 (USD4,166,761), and our net profit was RM1,922,099 (USD407,466). This is a growth of 176.68% in revenue and 309.54% in net profit respectively. The cost of sales increased from RM6,875,096 (USD1,457,452) in the six months period ended June 30, 2023 to RM16,167,137 (USD3,427,273) in the six months period ended June 30, 2024.
Competitive Strengths
We have strong and stable relationships with our suppliers and customers.
Since the inception of our business in 2018, we have developed stable relationships with our key suppliers and customers in each region we serve. We have strived to maintain stable business relationships with our major customers. For the years ended December 31, 2022 and 2023, our top five customers accounted for 75.82% and 66.30% of total revenue respectively and three of our top five customers have done business with us for more than three years.
We have an experienced management team.
We have an experienced management team, led by Mr. Ng Chen Lok, our Executive Director, Chairman and Chief Executive Officer, who has been instrumental in spearheading the growth of our Group. Mr. Ng Chen Lok has over 10 years of experience in the software development industry in Malaysia and is primarily responsible for the planning and execution of our Group’s business strategies and managing our Group’s customer relationships. Our Group is also supported by an experienced management team with over 10 years of experience in the software development industry. For more information, please see the section titled “Management — Executive Directors and Officers.”
Our product, Speed +, provides comprehensive and customizable solutions for our customers
As a software company, we eschew the traditional cons associated with software sales, such as expensive software purchases, high upfront costs for hardware, a lack of updates for purchased software, and limited flexibility to cater to business needs. Instead, our product, Speed+, offers a comprehensive all-in-one solution for our customers, through our subscription-based model, which is both affordable and simple to install and operate. Benefits include cloud-based software with regular updates provided to our customers, bundling hardware devices pre-installed with our software into our subscription package, as well as customizable features which allow our customers to choose and pay for the features which they require, reducing costs. Further, we offer a flexible and cost-effective payment option via our subscription-based model, allowing our customers to pay either monthly or yearly, limiting upfront costs incurred by our customers and reducing the barrier to entry to utilize our services.
We also offer related services, making our company a one-stop solution for their information technology requirements.
Recognizing our customers’ requirements, we also provide auxiliary services such as customizable software development solutions ranging from web to mobile applications, data analytics services which are designed to process and analyze data effectively, catering to various needs, with a specialty in topographic data feature extraction services.
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We also offer social media management and server management services, which focus on enhancing our customers’ brand visibility and the seamless operation of our customers’ IT infrastructure respectively. We also offer related services such as sales of food ordering kiosk machines and QR code ordering system subscriptions.
Growth Strategies
Strengthening our local presence
We plan to strengthen our local presence by increasing awareness of the benefits associated with leveraging technology in the F&B industry to replace conventional methods of sales management, while simultaneously enhancing customer engagement and support through initiatives such as 24/7 help desks, on-site training, dedicated account managers, and multilingual support; we will also implement customer success programs, loyalty and referral initiatives, flexible subscription models, and pricing tiers, all aimed at maximizing the value clients receive from our POS systems and software solutions, building a strong user community, and ultimately solidifying our position as a trusted provider of reliable software technology solutions.
Increasing the features our product range
We plan to expand the technological features found in our software services by broadening our product range to include new software products that address emerging market needs, such as AI, machine learning, blockchain, and cybersecurity, while continuously updating existing products with new features and improvements based on customer feedback and technological advancements; additionally, we will allocate significant resources to research and development to stay ahead of technological trends, drive innovation within the company, and strengthen our market presence, thereby solidifying our position as a provider of reliable software technology solutions.
Strategic Partnerships:
We also plan to form alliances with hardware manufacturers, payment processors, and other complementary service providers to offer bundled solutions that provide added value to customers. This would also include identifying new verticals that can benefit from specialized POS solutions, such as fitness centers, spas, or automotive services.
Summary of Risk Factors
Investing in our Ordinary Shares involves risks. The risks summarized below are qualified by reference to “Risk Factors” beginning on page 13 of this prospectus, which you should carefully consider before making a decision to purchase Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Ordinary Shares would likely decline, and you may lose all or part of your investment.
We face numerous risks that could materially affect our business, results of operations or financial condition. These risks include but are not limited to the following:
Risks Related to Doing Business in Malaysia:
• Our operations are subject to various laws and regulations in Malaysia.
• We are subject to foreign exchange control policies in Malaysia.
Risks Related to Our Business and Industry:
• We may not be able to successfully implement our business strategies and future plans.
• We have derived a substantial portion of our revenue from sales to a limited number of customers, which may expose us to risks relating to customer concentration.
• We have derived a substantial portion of our balance of accounts from a limited number of suppliers, which may expose us to risks relating to supplier concentration.
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• We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in.
• We are dependent on the need to continually maintain a wide range of software technological solutions which are relevant to our customers’ needs.
• Our continued success is dependent on our key management personnel and our experienced and skilled personnel, and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements.
• Our reputation and profitability may be adversely affected if there are major malfunctions in our software solutions sold to our customers.
• A significant failure or deterioration in our quality control systems could have a material adverse effect on our business and operating results.
• Increased competition in the sale of software solutions in Malaysia and the region may affect our ability to maintain our market share and growth.
• Our business is subject to supply chain interruptions.
• Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.
• We may be affected by an outbreak of other infectious diseases.
• We are exposed to risks arising from fluctuations of foreign currency exchange rates.
• We and/or our customers may not be able to obtain the necessary approvals or certifications for the use of our software solutions in Malaysia.
• We are subject to environmental, health and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations.
• Our insurance policies may be inadequate to cover our assets, operations and any loss arising from business interruptions.
• We may be harmed by negative publicity.
• We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events.
Risks Related to our Securities and This Offering:
• An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.
• We may not maintain the listing of our Ordinary Shares on Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.
• The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.
• Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
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• If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.
• Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.
• Short selling may drive down the market price of our Ordinary Shares.
• Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.
• The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.
• You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.
• If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
• Our controlling shareholder, Mr. Ng Chen Lok, has substantial influence over the Company. His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other transactions.
• As a “controlled company” under the rules of Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.
• As a company incorporated in the BVI, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
• You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British Virgin Islands law.
• Certain judgments obtained against us or our auditor by our shareholders may not be enforceable.
• We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements applicable to other public companies that are not emerging growth companies.
• We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
• We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.
• We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on Nasdaq Capital Market.
Corporate Information
Sagtec Global Limited was incorporated in the British Virgin Islands as a British Virgin Islands business company on October 31, 2023, with BVI company number 2135152. Our registered office in the British Virgin Islands is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Our principal executive office is at No 43-2, Jalan Besar Kepong, Pekan Kepong, 52100 Kuala Lumpur. Our telephone number at this location is +603-3310 0089. Our principal website address is https://www.sagtec-global.com/. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168.
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Corporate Structure
The chart below sets forth our corporate structure as of the date of this prospectus.
Recent Developments
We are in the process of finalizing our results for the year ended December 31, 2024. Set forth below are certain preliminary estimates of our results of operations for the year ended December 31, 2024 as compared to our historical results of operations for the corresponding period ended December 31, 2023. The preliminary estimates set forth below are based only on currently available information and do not present all necessary information for an understanding of our financial condition as of December 31, 2024 or our results of operations for the year ended December 31, 2024. We have provided a range, rather than a specific amount, for the preliminary estimates for this unaudited financial data primarily because our financial closing procedures for the year ended December 31, 2024 are not yet complete and, as a result, our final results upon completion of our closing procedures may vary from the preliminary estimates. All of the preliminary estimated financial information set forth below has been prepared by and is the responsibility of management. Onestop Assurance PAC has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimated financial information set forth below. Accordingly, Onestop Assurance PAC does not express an opinion or any other form of assurance with respect thereto. We expect to complete our financial statements for the year ended December 31, 2024 subsequent to the completion of this offering. While we are currently unaware of any items that would require us to make adjustments to the financial information set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our financial statements and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary estimates. These preliminary estimates are not necessarily indicative of any future period and should be read together with “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and our financial statements and related notes included in this Registration Statement.
We estimate that for the year ended December 31, 2024:
• our Total revenues, net will be between $9.50 million and $10.00 million, as compared to $6.38 million for the year ended December 31, 2023;
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• our Total operating expenses will be between $0.90 million and $1.00 million, as compared to $0.45 million for the year ended December 31, 2023; and
• our Net income will be between $1.50 million and $2.00 million, as compared to $1.01 million for the year ended December 31, 2023.
Implications of Our Being a “Controlled Company”
Upon the completion of this offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Listing Rules as Mr. Ng Chen Lok, our Chairman of the Board, Executive Director and Chief Executive Officer, will hold [•]% of our total issued and outstanding Ordinary Shares and will be able to exercise [•]% of the total voting power of our authorized and issued shares, assuming that the underwriter does not exercise any portion of its over-allotment option. For so long as we remain a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. While we presently plan to comply voluntarily with the corporate governance listing standards of the Nasdaq, we may choose to rely on the exemptions in the future.
Implications of Our Being an Emerging Growth Company
As a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:
• being permitted to provide only two financial years of selected financial information (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; and
• an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act, on the effectiveness of our internal control over financial reporting.
We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs, (2) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion, (3) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31, and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of any of the available exemptions. We have included two years of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.
Implications of Our Being a Foreign Private Issuer
Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
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• the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.
In addition, as a company incorporated in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq. Following this offering, we can rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq, namely (i) a majority of the Directors on our Board are not required to be independent Directors; (ii) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (iii) there will be no requirement for the Company to obtain shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings. While we presently plan to comply voluntarily with the corporate governance listing standards of the Nasdaq, we may choose to rely on the exemptions in the future.
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The Offering
|
Ordinary Shares offered by us
|
|
[•] Ordinary Shares
|
|
Offering Price
|
|
The initial public offering price will be between US$[•] to US$[•] per Ordinary Share.
|
|
Over-allotment option
|
|
We have granted the underwriter an option, exercisable from time to time in whole or in part, to purchase up to [•] additional Ordinary Shares, representing 15% of the Ordinary Shares sold in the offering, from us at the initial public offering price, less underwriting discounts and commissions, during the 30-day period after the closing date of this offering solely to cover over-allotments, if any
|
|
Warrants
|
|
We have also granted the underwriter warrants equal to five percent (5.0%) of the number of Ordinary Shares sold in this offering (including any Ordinary Shares sold pursuant to the exercise of the over-allotment option), which shall carry a term of five (5) years, shall not be exercisable for a period of six months from the closing of this offering and shall be exercisable on a cashless basis at a price equal to 100% of the public offering price.
|
|
Ordinary Shares issued and outstanding prior to this offering
|
|
[•] Ordinary Shares assuming the underwriter does not exercise any portion if its over-allotment option and [•] Ordinary Shares assuming the underwriter fully exercises its over-allotment option
|
|
Ordinary Shares to be issued and outstanding immediately after this offering
|
|
[•] Ordinary Shares
|
|
Use of proceeds
|
|
We currently intend to use the net proceeds from this offering to expand our business operations in Malaysia, for marketing and promotion campaigns, for product research and development efforts, and to create a fixed asset reserve for procurement of Point of Sale systems, with the balance being used for working capital purposes. See “Use of Proceeds.”
|
|
Dividend policy
|
|
We do not intend to pay any dividends on our Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See “Dividends and Dividend Policy” for more information.
|
|
Lock-up
|
|
We and each of our Directors and Executive Officers and 5% or greater shareholders have agreed, for a period of six (6) months from the closing of this offering, and the remainder of our shareholders have agreed, for a period of ninety (90) days from the closing of this offering, subject to certain exceptions, not to not to directly or indirectly (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company. See “Shares Eligible for Future Sale” and “Underwriting — Lock-Up Agreements.”
|
|
Risk factors
|
|
Investing in our Ordinary Shares involves risks. See “Risk Factors” beginning on page 13 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares.
|
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|
Listing
|
|
We have applied to list the Ordinary Shares on the Nasdaq Capital Market. This offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market. There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market. We will not close this offering unless such Ordinary Shares will be listed on the Nasdaq Capital Market at the completion of this offering.
|
|
Proposed trading symbol
|
|
SAGT
|
|
Transfer agent
|
|
VStock Transfer LLC
|
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Summary Financial Data
The following tables present our summary financial data. We have derived the summary statements of operations data for the fiscal years ended December 31, 2022 and 2023 and the summary balance sheet data as of December 31, 2022 and 2023 from our audited financial statements included elsewhere in this prospectus. We have derived the summary statements of operations data for the six months ended June 30, 2023 and 2024 and the summary balance sheet data as of June 30, 2024 from our unaudited financial statements included elsewhere in this prospectus. You should read this data together with our financial statements and related notes included elsewhere in this prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results for any prior period are not necessarily indicative of our future results. The summary financial data in this section are not intended to replace our financial statements and related notes included elsewhere in this prospectus.
|
Statement of Operations Data:
|
|
Year ended
December 31,
|
|
Six months ended
June 30,
|
|
2022
$
|
|
2023
$
|
|
2023
$
|
|
2024
$
|
|
Revenue
|
|
1,949,351
|
|
|
5,293,337
|
|
|
1,384,277
|
|
|
4,166,761
|
|
|
Revenue from related parties
|
|
883,393
|
|
|
1,087,002
|
|
|
121,735
|
|
|
—
|
|
|
Total revenue
|
|
2,832,744
|
|
|
6,380,339
|
|
|
1,506,012
|
|
|
4,166,761
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
(1,734,011
|
)
|
|
(4,600,536
|
)
|
|
(1,457,452
|
)
|
|
(3,427,273
|
)
|
|
Cost of sales from related parties
|
|
(327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total cost of sales
|
|
(1,734,338
|
)
|
|
(4,600,536
|
)
|
|
(1,457,452
|
)
|
|
(3,427,273
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
1,098,406
|
|
|
1,779,803
|
|
|
48,560
|
|
|
739,488
|
|
|
Selling and administrative expenses
|
|
(253,711
|
)
|
|
(470,005
|
)
|
|
(296,590
|
)
|
|
(138,726
|
)
|
|
Selling and administrative expenses from related parties
|
|
(140,241
|
)
|
|
(124,476
|
)
|
|
(75,844
|
)
|
|
(83,312
|
)
|
|
Disposal gain
|
|
—
|
|
|
144,405
|
|
|
140,486
|
|
|
—
|
|
|
(Loss)/Income from operations before income tax
|
|
704,454
|
|
|
1,329,727
|
|
|
(183,388
|
)
|
|
517,450
|
|
|
Other income
|
|
2,691
|
|
|
18,565
|
|
|
5,763
|
|
|
34,140
|
|
|
Finance costs
|
|
(7,932
|
)
|
|
(35,843
|
)
|
|
(13,860
|
)
|
|
(25,723
|
)
|
|
(Loss)/Profit before income tax
|
|
699,213
|
|
|
1,312,449
|
|
|
(191,485
|
)
|
|
525,867
|
|
|
Income tax expenses
|
|
(184,181
|
)
|
|
(297,827
|
)
|
|
(2,969
|
)
|
|
(118,401
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss)/Profit for the period, representing total comprehensive income for the period
|
|
515,032
|
|
|
1,014,622
|
|
|
(194,454
|
)
|
|
407,466
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity owners of the Company
|
|
538,338
|
|
|
975,390
|
|
|
(193,235
|
)
|
|
395,274
|
|
|
Non-controlling interests
|
|
(23,306
|
)
|
|
39,232
|
|
|
(1,219
|
)
|
|
12,192
|
|
|
Total
|
|
515,032
|
|
|
1,014,622
|
|
|
(194,454
|
)
|
|
407,466
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding – Basic and Diluted
|
|
10,800,000
|
|
|
10,800,000
|
|
|
10,800,000
|
|
|
10,800,000
|
|
|
Basic and Diluted Net Income per
Share
|
|
0.0498
|
|
|
0.0903
|
|
|
(0.0179
|
)
|
|
0.0366
|
|
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Table of Contents
|
Balance Sheet Data:
|
|
As of June 30, 2024
|
|
Actual
$
|
|
As
adjusted(3)
$
|
|
Non-current assets
|
|
2,776,794
|
|
|
|
Trade receivables, net
|
|
1,051,639
|
|
|
|
Other receivables(1)
|
|
249,881
|
|
|
|
Cash and short term deposits(2)
|
|
425,518
|
|
|
|
Total assets
|
|
4,503,832
|
|
|
| |
|
|
|
|
|
Amount due to shareholder
|
|
15
|
|
|
|
Other payables
|
|
107,725
|
|
|
|
Deferred revenue
|
|
162,083
|
|
|
|
Provisions
|
|
101,573
|
|
|
|
Tax payable
|
|
468,250
|
|
|
|
Lease liabilities
|
|
10,387
|
|
|
|
Bank overdraft
|
|
114,816
|
|
|
|
Bank borrowings
|
|
150,240
|
|
|
|
Non-current liabilities
|
|
815,015
|
|
|
|
Total liabilities
|
|
1,930,104
|
|
|
|
Total equity
|
|
2,573,728
|
|
|
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RISK FACTORS
Investing in our shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.
This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.
Risks Related to Doing Business in Malaysia
Our operations are subject to various laws and regulations in Malaysia.
Our operations in Malaysia are subject to a variety of laws and regulations, including those pertaining to business licenses, intellectual property rights, employment, personal data and privacy, dividends, unmanned aircraft, distribution trade services, and cybersecurity. For more information, please consult the “Regulatory Environment” section in this prospectus. Compliance with these laws necessitates certain registrations, certificates, and/or licenses.
Based on our experience, some of the laws and regulations of the place where we operate our business are subject to amendments, uncertainty in interpretation and administrative actions from time to time. Consequently, we cannot guarantee that we will be able to secure all necessary registrations, certificates, and/or licenses for the execution of our business plans or the launch of new services or products. Non-compliance with these laws and regulations could result in fines, administrative penalties, and/or legal action against us, potentially damaging our reputation and impacting our financial status or operational results.
We are subject to foreign exchange control policies in Malaysia.
The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of the Bank Negara Malaysia (the Central Bank of Malaysia) (“BNM”). The foreign exchange policies monitor and regulate both residents and non-residents of Malaysia. Under the current Foreign Exchange Administration rules issued by BNM, nonresidents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries may be affected. Since we are a BVI holding company and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.
Risks Related to Our Business and Industry
We may not be able to successfully implement our business strategies and future plans.
As part of our business strategies and future plans, we intend to expand our software technology portfolio and increase our storage facilities and capabilities as well as consider potential business opportunities through mergers and acquisitions and joint ventures. While we have planned such expansion based on our outlook regarding our business prospects, there is no assurance that such expansion plans will be commercially successful or that the actual outcome of those expansion plans will match our expectations. The success and viability of our expansion plans are dependent upon our ability to successfully predict the types of software technology which are in demand amongst our customers,
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hire and retain skilled employees to carry out our business strategies and future plans and implement strategic business development and marketing plans effectively and upon an increase in demand for our products and services by existing and new customers in the future.
Further, the implementation of our business strategies and future plans may require substantial capital expenditure and additional financial resources and commitments. There is no assurance that these business strategies and future plans will achieve the expected results or outcome such as an increase in revenue that will be commensurate with our investment costs or the ability to generate any costs savings, increased operational efficiency and/or productivity improvements to our operations. There is also no assurance that we will be able to obtain financing on terms that are favorable, if at all. If the results or outcome of our future plans do not meet our expectations, if we fail to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we may not be able to recover our investment costs and our business, financial condition, results of operations and prospects may be adversely affected.
Our controlling shareholder, Mr. Ng Chen Lok, has substantial influence over the Company. His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other transactions.
Immediately prior to the completion of this offering, Mr. Ng Chen Lok will own an aggregate of approximately [•]% of our issued and outstanding Ordinary Shares, assuming the underwriter does not exercise any portion of its over-allotment option. Upon completion of this offering, Mr. Ng Chen Lok will own [•]% of our issued and outstanding Ordinary Shares, assuming the underwriter does not exercise any portion of its over-allotment option.
Accordingly, our controlling shareholder could have considerable influence or control over the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including (i) mergers, consolidations, (ii) the election or removal of Directors, (iii) the sale of all or substantially all of our assets, (iv) making amendments to our Memorandum and Articles of Association, (v) whether to issue additional shares, including to him, (vi) employment, including compensation arrangements, and (vii) the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”
We have derived a substantial portion of our revenue from sales to a limited number of customers, which may expose us to risks relating to customer concentration.
Our customers include both enterprises and individuals. We have derived a substantial portion of our revenue from sales to a limited number of customers. For the years ended December 31 2022 and 2023, our top five customers accounted for 75.82% and 66.30% of our total revenue, respectively. Although we continually seek to diversify our customer base, we cannot assure you that the proportion of revenue contribution from our major customers to our total revenue will decrease in the future. Dependence on a limited number of major customers to our total revenue exposes us to risks of substantial losses if any of them reduces or ceases business collaboration with us. Specifically, any one of the following events, among others, may cause material fluctuations or declines in our revenue, and have a material and adverse effect on our business, results of operations, financial condition and prospects:
• a decline in the business of one or more of our major customers;
• the decision by one or more of the major customers to shift to our competitors;
• the reduction in the price of our services and products agreed by one or more of our major customers;
• the failure or inability of any of the major customers to make timely payment to us; or
• regulatory development that may negatively affect the business of one or more of our major customers or digital asset mining activities in general.
It may not be possible for us to accurately predict the future demand from our major customers, and it may fail to maintain relationships with these major customers or to do business with them at the same or increased levels. If any of the foregoing were to occur, and we are unable to expand our business with other existing customers or attract new customers in a timely manner or at all, our business, financial condition, results of operations and prospects may be materially and adversely affected.
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We have derived a substantial portion of our balance of accounts from a limited number of suppliers, which may expose us to risks relating to supplier concentration.
During the years ended December 31, 2022 and 2023, two vendors accounted for 25.84% and 34.69% of our cost of sales. Although we continually seek to diversify our supplier base, we cannot assure you that we will be able to continue doing business with the same suppliers, given that our dependence on a limited number of suppliers exposes us to risks of substantial losses should our suppliers reduce or cease business collaboration with us. It may not be possible for us to accurately predict the future supply from our suppliers, and it may fail to maintain relationships with our major suppliers or to do business with them at the same or increased levels. If any of the foregoing were to occur, and we are unable to attract new suppliers in a timely manner or at all, our business, financial condition, results of operations and prospects may be materially and adversely affected.
We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in.
We and our customers and suppliers are governed by the laws, regulations, and government policies in each of the various jurisdictions in which we and our customers and suppliers operate or into which we intend to expand our business and operations. Our business and future growth are dependent on the political, regulatory, social and economic conditions in these jurisdictions, which are beyond our control. Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.
Generally, we fund the development of our software technology via our internal resources and short and long-term financing from banks and other financial institutions. Any disruption, uncertainty and volatility in the global credit markets may limit our ability to obtain the required working capital and financing for our business at reasonable terms and finance costs. If all or a substantial portion of our credit facilities are withdrawn and we are unable to secure alternative funding on acceptable commercial terms, our operations and financial position will be adversely affected. The interest rates for most of our credit facilities are subject to review from time to time by the relevant financial institutions. Given that we rely on these credit facilities to finance our development of our software technology, and other associated costs, and that interest expenses represent a significant percentage of our expenses, any increase in the interest rates of the credit facilities extended to us may have a material adverse impact on our profitability.
In addition, such fluctuations and volatility in the global credit markets could limit credit lines of our current and potential customers from banks or financial institutions. Accordingly, such customers may not be able to obtain sufficient financing to purchase our software technology solutions, or we may be required to lower our rates in order to cater to our customers’ current situation. This may have an adverse impact on our revenue and financial performance.
We are dependent on the need to continually maintain a wide range of software technological solutions which are relevant to our customers’ needs.
The needs and preferences of our customers in terms of features and specifications of software technology solutions may change as a result of evolving laws, regulations, standards and requirements and new developments in technology. Our future success depends on our ability to obtain and provide software technology solutions that meet the evolving market demands of our customers. The preferences, requirements and purchasing patterns of our customers can change rapidly due to technological developments in their respective industries. There is no assurance that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability to adapt our software solutions to the requirements and specifications of our customers. There is also no assurance that we will be able to respond to changes sufficiently and promptly in customer preferences to make corresponding adjustments to our products or services, and failing to do so may have a material and adverse effect on our business, financial condition, results of operations and prospects.
Our revenue relies on customer demand for our software technology solutions. Depending on the progress of technological development of the current programs and systems we use for development of our software solutions, our existing software may become prematurely obsolete or phased out. Any change in customer demand for our products may have an adverse impact on our product sales, which may in turn lead to technological obsolescence. In that case, our business, financial condition, results of operations and prospects may be materially and adversely affected.
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Our continued success is dependent on our key management personnel and our experienced and skilled personnel, and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements.
Since the commencement of our business, our Executive Director, Chairman and Chief Executive Officer, Mr. Ng Chen Lok has been instrumental in expanding our business from a three-person operation specializing in software development (Speed+ Point of Sales System) for the F&B industry in June 2018 to providing our current wide range of software solutions today. We rely on the wide network and contacts of Mr. Ng Chen Lok, which was built over the past decade, in particular, sourcing for new customers through his existing contacts.
Our performance depends on the continued service and performance of Mr. Ng Chen Lok because he plays an important role in guiding the implementation of our business strategies and future plans. The working and business relationships that Mr. Ng Chen Lok has developed with our main suppliers and customers over the years is important for the future development of our business. If Mr. Ng Chen Lok were to terminate his employment, there is no assurance that we would be able to find suitable replacements with such a vast network of contacts in a timely manner. The loss of services of Mr. Ng Chen Lok and/or the inability to identify, hire, train and retain other qualified technical and operations personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects.
In addition, although we are dependent on certain key personnel, we do not have any key man life insurance policies on any such individual with the exception of Mr. Ng Chen Lok. Therefore, if any of our key management personnel dies or become disabled, we will not receive any compensation to assist with such individual’s absence. The loss of such a person could materially and adversely affect our business, financial condition, results of operations and growth prospects.
Our reputation and profitability may be adversely affected if there are major malfunctions in our software solutions sold to our customers.
Our operations are exposed to the risk of software failure, bugs and malware, which may arise due to poor maintenance, hardware and software bugs, power outages, and the risk of failure by our customers to follow procedures and protocols, possibly resulting in pauses in our customers operations. In the event of any malfunction, we may be forced to cease all, or part of our operations and we may be subject to legal and regulatory liabilities and actions such as directives, penalties, sanctions, or significant costs and expenses in any dispute as a result of such software failure. This may have an adverse impact on our operations and financial performance.
Since our establishment, we believe that we have built goodwill in our brands and thus customer loyalty. Hence, if there are any major lapses in our sales of software solutions and/or due to circumstances beyond our control resulting in negative publicity, our reputation may be adversely affected, and our customers may lose confidence in our software solutions. In such an event, our business and hence our profitability and financial performance may be adversely affected.
A significant failure or deterioration in our quality control systems could have a material adverse effect on our business and operating results.
The quality of our products and services are critical to the success of our business and operations. As such, it is imperative that our quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems and the quality training programs. Although we strive to ensure that all of our customers are taught how to use our software solutions and integrated hardware, and have implemented and adhere to high-quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on our business and operating results.
Increased competition in the sale of software solutions in Malaysia and the region may affect our ability to maintain our market share and growth.
We operate in the software technology sales business, which is highly competitive. Our competitors may possess greater financial resources and more up-to-date software with better specifications and features. They may also have a larger customer base and offer a wider range of software features and specifications coupled with greater marketing resources.
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Entry of new competitors in the market or market consolidation could also increase the degree of competition within the industry. Our continued success depends on our ability to compete with our competitors as well as to be able to compete successfully in the future against existing or potential competitors or to adapt to changes in market conditions and demands. In the event we are unable to compete successfully against existing or potential competitors or to adapt to changes in market conditions and demands, our business and financial performance may be adversely affected.
We maintain good working relationships with our suppliers and customers and have a wide range of software features targeted for our customers’ needs. However, there is no assurance that our existing suppliers and customers will renew their agreements or continue to work with us. In the event our suppliers and customers choose to work with our competitors and/or our experienced and skilled employees choose to join our competitors, we may not be able to maintain our competitive position, and our business, financial condition, results of operations, and prospects may be materially and adversely affected.
Our business is subject to supply chain interruptions.
We work with third-party logistic providers for the import, export, and transportation of our technological hardware. We rely on such third-party service providers’ abilities to deliver our technological hardware as part of the supply chain logistics. The factors that can adversely affect our operations include, but are not limited to:
• interruptions to our delivery capabilities;
• failure of third-party service providers to meet our standards or their commitments to us; and
• increasing transportation costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which may or may not be readily available.
Our results of operations and capital resources have not been materially impacted by supply chain interruptions during the financial years ended December 31, 2022 and 2023, and there have not been any material impact for the financial years ended December 31, 2022 and 2023 because our business mainly relies on software development developed internally. However, any increased costs from delays, cancellations, and insurance, or disruption to, or inefficiency in, the supply chain network of our third-party service providers, whether due to geopolitical conflicts, COVID-19, outbreaks, or other factors, could affect our revenue and profitability. Please refer to the risk factors “Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19” set out below in this prospectus, for details on how these recent events have caused interruptions to our supply chain and impacted our operations. If we fail to manage these risks effectively, we could experience a material adverse impact on our reputation, revenue, and profitability.
Our business model does not heavily rely on third-party software or services, particularly those that are directly integrated into our products or operations. This reduces our dependency on external technology and lessens the potential impact of cybersecurity breaches or disruptions originating from these third-party entities. Currently, we only receive a small number of inquiries via our website at https://www.sagtec-global.com/. Despite our perception of the lower risk of cybersecurity related incidents materially affecting our operations, we plan to prioritize the implementation of cybersecurity measures to maintain a secure and reliable business environment. For example, we plan to (i) conduct more rigorous assessments of potential suppliers’ cybersecurity practices, including penetration testing and vulnerability assessments; (ii) incorporate cybersecurity clauses into our business contracts;; (iii) educate our employees on cybersecurity threats by providing training for employees to recognize and report phishing attempts, social engineering tactics, and other cyber threats; and (iv) implement cybersecurity awareness tools and simulations to test employees’ knowledge and response to potential threats. By implementing these measures, we hope that our ability to respond to and recover from any eventual cybersecurity incidents will be enhanced.
Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.
The global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has disrupted our operations, and the operations of our customers, suppliers, and/or sub-contractors. If the development of the COVID-19 outbreak becomes more severe and/or new variants of COVID-19 evolve to be more transmissible and virulent than the existing strains, this may result in a tightening of restrictions and regulations on businesses. If we or our customers, suppliers, and sub-contractors are forced to close their businesses with prolonged disruptions to their operations, we may experience a delay or shortage of supplies and/or services by our suppliers and sub-contractors, or
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termination of our orders and contracts by our customers. In addition, if any of our employees are suspected of having contracted COVID-19, some or all of our employees may be quarantined thus causing a shortage of labor and we will be required to disinfect our workplace and our production and processing facilities. In such event, our operations may be severely disrupted, which may have a material and adverse effect on our business, financial condition, and results of operations.
In addition, we have also faced difficulties in hiring suitable manpower from overseas jurisdictions due to travel restrictions imposed by the Malaysian Government as a result of the COVID-19 pandemic during financial years 2022 and 2023. This has led to a stagnation in our workforce strength, thereby affecting our potential growth as we rely heavily on manual labor. We have also taken measures to mitigate the impact of potential shortages in the future by introducing robots to our operations.
We may be affected by an outbreak of other infectious diseases.
An outbreak of infectious diseases such as severe acute respiratory syndrome and avian influenza or new forms of infectious diseases in the future may potentially affect our operations as well as the operations of our customers and suppliers. In the event that any of the employees in any of our offices or worksites or those of our customers and suppliers are affected by any infectious disease, we or our customers and suppliers may be required to temporarily shut down our or their offices or worksites to prevent the spread of the diseases. This may have an adverse impact on our revenue and financial performance.
We are exposed to risks arising from fluctuations in foreign currency exchange rates.
Our reporting currency is Malaysian Ringgit. Our overseas sales are denominated in Malaysian Ringgit and procurement from our overseas suppliers are also denominated in Malaysian Ringgit. We may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency.
We and/or our customers may not be able to obtain the necessary approvals or certifications for the use of our software solutions in Malaysia.
Various jurisdictions may require different licenses, approvals and certifications for the use and operation of certain software solutions, such as in Malaysia.
As we offer software solutions to our customers within Malaysia, we will need to maintain such approvals and certifications in order to carry out such services. In addition, we are guided by a set of regulations imposed on us as described in the “Regulatory Environment” section on page 74 below. We are subject to monetary fines other penalties if there is an infringement of any of the applicable safety regulations. Our business operations are regulated by various governmental bodies and authorities in Malaysia disclosed in the “Regulatory Environment” section of this prospectus on page 74. Any such new regulations or any imposition of new licensing requirements that may be applicable to our business operations and/or the products that we supply may have an adverse impact on our operations and financial performance.
In addition, compliance with changes in government legislation, regulations, or policies may increase our costs and any significant increase in compliance costs arising from such changes may adversely affect our financial performance. In such event, our business and profitability would be materially and adversely affected.
We are subject to environmental, health, and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations.
We are subject to laws, regulations, and policies relating to the protection of the environment and to workplace health and safety. We are required to adopt measures to implement such measures that ensure the safety and health of our employees. Changes to current laws, regulations, or policies or the imposition of new laws, regulations, and policies in the software technology industry could impose new restrictions or prohibitions on our current practices. We may incur significant costs and expenses and need to budget additional resources to comply with any such requirements, which may have a material and adverse effect on our business, financial condition, results of operations, and prospects.
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Our insurance policies may be inadequate to cover our assets, operations, and any loss arising from business interruptions.
We face the risk of loss or damage to our equipment due to fire, theft, or other natural disasters in Malaysia. Such events may also cause a disruption or cessation in our business operations, and thus may adversely affect our financial results. Our insurance coverage may not be sufficient to cover all of our potential losses. If there are losses that exceed the insurance coverage or are not covered by our insurance policies, we will remain liable for any liability, debt, or other financial obligation related to such losses. We do not have any insurance coverage for business interruptions. In the event that any claims arise in respect of such occurrences and liability for such claims are attributed to us or that our insurance coverage is insufficient, we may be exposed to losses which may adversely affect our profitability and financial position.
We may be harmed by negative publicity.
We operate in highly competitive industries and there are other companies in the market that offer similar products for sales and rental and complementary services which we offer. We derive most of our customers through word of mouth and we rely on the positive feedback of our customers. Thus, customer satisfaction with our software technology products is critical to the success of our business as this will also result in potential referrals to new customers from our existing customers. If we fail to meet our customers’ expectations, there may be negative feedback regarding our products and/or services, which may have an adverse impact on our business and reputation. In the event we are unable to maintain a high level of customer satisfaction, or any customer dissatisfaction is inadequately addressed, our business, financial condition, results of operations and prospects may also be adversely affected.
Our reputation may also be adversely affected by negative publicity in reports, publications such as major newspapers and forums, or any other negative publicity or rumors. There is no assurance that our Group will not experience negative publicity in the future or that such negative publicity will not have a material and adverse effect on our reputation or prospects. This may result in our inability to attract new customers or retain existing customers and may in turn adversely affect our business and the results of operations.
We are exposed to risks with respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions, and other uncontrollable events.
Unforeseeable circumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics, or outbreaks may disrupt our operations and cause loss and damage to our storage facilities, workshop, and office, and acts of war, terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and consumer confidence. Our business may also be affected by macroeconomic factors in the countries in which we operate, such as general economic conditions, market sentiment, social and political unrest, and regulatory, fiscal, and other governmental policies, all of which are beyond our control. Any such events may cause damage or disruption to our business, markets, customers, and suppliers, any of which may materially and adversely affect our business, financial condition, results of operations, and prospects.
Risks Related to Our Securities and This Offering
An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.
We cannot assure you that a liquid public market for our Ordinary Shares will be established. If an active public market for our Ordinary Shares does not occur following the completion of this offering, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public offering price for our Ordinary Shares in this offering was determined by negotiation between us and the underwriter based upon several factors, and we can provide no assurance that the trading price of our shares after this offering will not decline below the public offering price. As a result, investors in our shares may experience a significant decrease in the value of their shares.
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We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.
We intend to list our Ordinary Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing our Ordinary Shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our Ordinary Shares will continue to be listed on the Nasdaq Capital Market in the future.
If the Nasdaq Capital Market delists our Ordinary Shares and we are unable to list our Ordinary Shares on another national securities exchange, we expect our Ordinary Shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:
(a) a limited availability of market quotations for our Ordinary Shares;
(b) reduced liquidity for our Ordinary Shares;
(c) a determination that our Ordinary Shares are “penny stock,” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;
(d) a limited amount of news and analyst coverage; and
(e) a decreased ability to issue additional securities or obtain additional financing in the future.
As long as our Ordinary Shares are listed on the Nasdaq Capital Market, U.S. federal law prevents or pre-empts individual states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq Capital Market, we would be subject to regulations in each state in which we offer our Ordinary Shares.
The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.
The trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Malaysia that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:
• fluctuations in our revenues, earnings and cash flow;
• changes in financial estimates by securities analysts;
• additions or departures of key personnel;
• release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and
• potential litigation or regulatory investigations.
Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
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Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional shares of Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.
The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.
We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our Board has complete discretion as to whether to distribute dividends, subject to certain requirements of British Virgin Islands and Malaysia law. Even if our Board decides to declare and pay dividends (by way of a simple majority decision of our Directors), the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our Board. This will also be subject to the Companies Act and our Memorandum and Articles of Association. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.
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Short selling may drive down the market price of our Ordinary Shares.
Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant number of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.
Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.
If you purchase Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$[•] per Ordinary Share, representing the difference between our as adjusted net tangible book value per Ordinary Share of US$[•] as of [•], 2025, after giving effect to the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$[•] per Ordinary Share (being the mid-point of the initial public offering price range). See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.
The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.
The initial public offering price for our Ordinary Shares will be determined by negotiations between us and the underwriter, and does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.
You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.
We intend to use the net proceeds of this offering as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.
If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either:
• At least 75% of our gross income for the year is passive income; or
• The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.
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Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.
While we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.
For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”
As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.
Our directors and officers beneficially own a majority of the voting power of our issued and outstanding Ordinary Shares. Under the Rule 4350(c) of the Nasdaq Capital Market, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:
• an exemption from the rule that a majority of our Board must be independent directors;
• an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and
• An exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
While we presently plan to comply voluntarily with the corporate governing listing standards of Nasdaq, we may choose to rely on the exemptions in the future. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
As a company incorporated in the BVI, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under Nasdaq corporate governance listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As a company incorporated in the BVI, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of Nasdaq. Some of these practices include being exempted from certain of the corporate governance requirements of Nasdaq, namely (i) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the Company to obtain Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; and (c) a change of control. These practices may afford less protection to Shareholders than they would enjoy if we complied fully with corporate governance listing requirements of Nasdaq. While we presently plan to comply voluntarily with the corporate governance listing standards of the Nasdaq, we may choose to rely on the exemptions in the future
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British Virgin Islands law
We are a BVI business company limited by shares incorporated under the laws of the BVI. Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act and the common law of the BVI.
We have been advised by Mourant Ozannes as BVI counsel to the Company that the United States and the BVI do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, is unlikely to be directly enforceable in the BVI. We have also been advised by Mourant Ozannes that a final and conclusive judgment obtained in a U.S. federal or state court under which a sum of money is payable as compensatory damages (not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be recognized by the High Court of the BVI as a cause of action for a debt.
The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under British Virgin Islands law are governed by the Companies Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the BVI. The rights of our shareholders and the fiduciary duties of our directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some states in the United States. In particular, the BVI has a less developed body of securities laws than the United States. Some U.S. states have more fully developed and judicially interpreted bodies of corporate law than the BVI. In addition, BVI companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.
Our shareholders are entitled, by giving written notice to the Company, to inspect the Company’s Memorandum and Articles of Association, register of members, register of directors and minutes of meetings and resolutions of shareholders. However, pursuant to the Companies Act, our directors may, if they are satisfied that it would be contrary to the Company’s interests to allow a shareholder to inspect the register of members, register of directors, minutes of meetings, resolutions of members, or any part of such document refuse to permit the shareholder to inspect that document or limit the inspection of that document, including limiting the making of copies or the taking of extracts from the records. This may make is more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the British Virgin Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or our controlling shareholder than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain British Virgin Islands Company Considerations — Differences in Corporate Law.”
Certain judgments obtained against us or our auditor by our shareholders may not be enforceable.
We are a British Virgin Islands company. Our operating subsidiaries were incorporated and are located in Malaysia. Substantially all of our assets are located outside of the United States. In addition, all of our current Directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us, our Directors and officers, or our auditor judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the British Virgin Islands and Malaysia may render you unable to enforce a judgment against our assets or the assets of our Directors and officers. For more information regarding the relevant laws of the British
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Virgin Islands and Malaysia, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, Directors, or major shareholders, than would shareholders of a corporation incorporated in a jurisdiction in the United States.
We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements applicable to other public companies that are not emerging growth companies.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.
The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition guidance permitted under such standards earlier. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.
We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
• the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
• the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;
• the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
• the selective disclosure rules by issuers of material non-public information under Regulation FD.
We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.
As discussed above, we are a foreign private issuer under the Exchange Act, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on December 31, 2024. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our Directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
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We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer.
We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq Capital Market.
We will incur additional legal, accounting, and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us, and our business may be adversely affected.
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ENFORCEABILITY OF CIVIL LIABILITIES
Our Company is a company incorporated with limited liability under the laws of the British Virgin Islands. We are incorporated in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, British Virgin Islands companies may not have standing to sue before the U.S. federal courts.
All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Malaysia. All of the Directors and Executive Officers of our Company and the auditor of our Company resides outside the United States and substantially all of their assets are located outside the United States.
As a result, it may not be possible for you to:
• effect service of process within the United States upon our non-U.S. resident directors or on us;
• enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws; and
• enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws.
We have appointed [Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168] as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.
British Virgin Islands
Mourant Ozannes (BVI), our counsel as to British Virgin Islands law, has advised us that there is uncertainty as to whether the courts of the British Virgin Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the British Virgin Islands against us or our Directors or Executive Officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.
We have been advised by our BVI legal counsel, Mourant Ozannes (BVI), that the courts of the BVI are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the BVI, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any State, insofar as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the BVI of judgments obtained in the United States, the courts of the BVI will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the BVI , such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a BVI judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the BVI (awards of punitive or multiple damages may well be held to be contrary to public policy). A BVI Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the BVI Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the BVI Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held
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that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the courts’ discretion. We understand that there isn’t any BVI Court judgment or statute that conclusively resolves these conflicting approaches and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.
Malaysia
HL Tan Lim & Partners, our counsel as to Malaysian law, has further advised us that there are currently no statutes, treaties, or other forms of reciprocity between the United States and Malaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment cannot be directly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian laws or in accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition of a foreign judgment, the foreign country where the judgment is made must be a reciprocating country expressly specified and listed in the Reciprocal Enforcement of Judgments Act 1958. As the United States is not one of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced in Malaysia, a judgment obtained in the United States must be enforced by commencing fresh proceedings in a Malaysian court. The requirements for a foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign court must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgment must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to natural justice, and (vi) the judgment must be final and conclusive.
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USE OF PROCEEDS
We expect to receive approximately US$[•] of net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses of approximately US$[•] payable by us.
We currently intend to use proceeds from this offering in the following ways:
Business Expansion — We intend to use 25% of the proceeds from the offering to expand our existing operations in Malaysia.
Marketing and Promotion Campaigns — We intend to use 20% of the proceeds from the offering for marketing and promotion campaigns. This allocation reflects our commitment to expanding brand awareness, reaching new customers, and driving revenue growth through targeted marketing initiatives.
Product Research and Development — We intend to use 20% of the proceeds from the offering for product research and development efforts, especially targeted toward improving our customer’s experience when using our existing software solutions. We understand that ongoing innovation and enhancement are essential for maintaining competitiveness in the ever-evolving digital environment and delivering an engaging user experience.
Fixed Asset Reserve — We intend to use 10% of the proceeds from the offering for the purposes of creating a fixed asset reserve for the bulk procurement of Point of Sale (POS) systems, in which we install our proprietary software to rent to our customers well as for other hardware assets such as kitchen printers for ordering, kiosks for self-ordering, and server machines for data centers.
Working Capital — The balance amount will be used for general working capital and corporate purposes.
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CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2024:
• on an actual basis; and
• on an as adjusted basis to give effect to the issuance and sale of [•] Ordinary Shares in this offering at an initial public offering price of US$[•] per Ordinary Share (being the mid-point of the initial public offering price range), after deducting underwriting discounts and estimated offering expenses payable by us, assuming the underwriter does not exercise any portion of its over-allotment option.
The as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
|
Shareholders’ Equity
|
|
Actual
$
|
|
As
adjusted(1)
$
|
|
10,800,000 Ordinary Shares issued outstanding on an actual basis, [•] Ordinary Shares issued and outstanding on an as adjusted basis
|
|
242,894
|
|
|
|
Reserves
|
|
695,410
|
|
|
|
(Accumulated losses)/Retained earnings
|
|
1,548,405
|
|
|
|
Total Sagtec Global Limited Shareholders’ Equity
|
|
2,486,709
|
|
|
|
Non-controlling interest
|
|
87,019
|
|
|
|
Total Shareholders’ Equity
|
|
2,573,728
|
|
|
| |
|
|
|
|
|
Indebtedness
|
|
|
|
|
|
Bank overdraft
|
|
114,816
|
|
|
|
Bank borrowings
|
|
765,299
|
|
|
|
Total Indebtedness
|
|
880,115
|
|
|
|
Total Capitalization
|
|
3,453,843
|
|
|
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DILUTION
Investors purchasing our Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Ordinary Shares immediately after the offering.
Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets) less total liabilities, divided by the number of outstanding Ordinary Shares. After giving effect to the sale of Ordinary Shares in this offering by the Company, assuming the underwriter does not exercise any portion of its over-allotment option, at an initial public offering price of US$[•] per share, after deducting US$[•] in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$[•], the pro forma as adjusted net tangible book value as of June 30, 2024 would have been approximately US$[•] or US$[•] per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[•] per share to our existing stockholders and an immediate dilution of US$[•] per share to new investors purchasing Ordinary Shares in this offering.
The following table illustrates this dilution on a per share basis to new investors.
|
|
|
US$
|
|
Assumed initial public offering price per share
|
|
|
|
Historical net tangible book value per share as of June 30, 2024
|
|
|
|
Increase in as adjusted net tangible book value per share attributable to the investors in this offering
|
|
|
|
Pro forma net tangible book value per share after giving effect to this offering
|
|
|
|
Dilution per share to new investors participating in this offering
|
|
|
A US$1.0 increase (decrease) in the assumed initial public offering price of US$[•] per Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted net tangible book value per share by US$ US$[•], and increase (decrease) dilution to new investors by US$[•] per share, in each case assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and estimated offering expenses payable by us.
If the underwriter exercises its over-allotment option in full, the as adjusted net tangible book value after the offering would be US$[•] per share, the increase in net tangible book value to existing shareholders would be US$[•] per share, and the dilution to new investors would be US$[•] per share, in each case assuming an initial public offering price of US$[•] per share, which is the midpoint of the price range set forth on the cover page of this prospectus.
The following table summarizes, on a pro forma as adjusted basis as of June 30, 2024, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, assuming the underwriter does not exercise any portion of its over-allotment option, the total consideration paid and the average price per ordinary share before deducting the estimated commissions to the underwriter and the estimated offering expenses payable by us.
|
|
|
Ordinary Shares
purchased
|
|
Total
consideration
|
|
Average
price per
Ordinary
Share
|
| |
|
Number
|
|
Percent
|
|
Amount
|
|
Percent
|
|
| |
|
($ in thousands)
|
|
Existing shareholders
|
|
10,800,000
|
|
%
|
|
|
$
|
|
|
%
|
|
|
$
|
|
|
New investors
|
|
|
|
%
|
|
|
$
|
|
|
%
|
|
|
$
|
|
|
Total
|
|
|
|
100
|
%
|
|
$
|
|
|
100
|
%
|
|
$
|
|
The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Ordinary Shares and other terms of this offering determined at the pricing.
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DIVIDENDS AND DIVIDEND POLICY
While we currently have no plans to distribute dividends in the foreseeable future, in the event we consider distributing a dividend in the future, our Board shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant.
Our board of directors has discretion regarding whether to declare or pay dividends. All dividends are subject to certain restrictions under BVI law and the Company’s Memorandum and Articles of Association, namely that: (a) all dividends must be authorized by board resolutions, by which our board of directors may authorise a distribution at any time and in any amount they think fit and set a record date (which may be before or after the date on which the board resolutions are passed) for determining the shareholders to be paid; (b) our board of directors may only authorize payment of a dividend if they are satisfied (on reasonable grounds) that the value of the Company’s assets exceeds its liabilities and the Company is able to pay its debts as they fall due (the “Solvency Test”) immediately paying the dividend; and (c) if, after a dividend is authorized (but before it is paid), our board of directors cease to be satisfied (on reasonable grounds) that the Company will be able to satisfy the Solvency Test after the dividend is paid, then such dividend is deemed not to have been authorized.
Our board of directors will notify each shareholder of any dividend authorized by them and no interest accrues on any dividend. If a shareholder fails to claim any dividend for three years after the date on which it was authorized by the directors, the directors may decide by a resolution of directors that the dividend is forfeited for the benefit of the Company.
Even if our Board decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.
Cash dividends on our shares, if any, will be paid in U.S. dollars.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Overview
Our business was originally incorporated in Malaysia in 2018, and is principally involved in the provision of customizable software solutions encompassing several types of software such as a smart ordering system, Speed +, which is a smart solutions application software for the food and beverage industry. The Speed+ software is installed onto our existing Point of Sale (POS) machines, which are sourced from third-party suppliers. These POS machines, equipped with Speed+, are then leased to clients, providing a seamless and integrated solution for efficient order management and transaction processing. We also offer customizable software and application development for table ordering, QR ordering and self-service kiosk ordering. For the years ended December 31, 2022 and December 31, 2023, the provision of the Speed+ smart ordering system, QR Ordering system subscription (both under subscription services) contributed 10.22% and 12.31% of our revenue, respectively, while the provision of software development services contributed to 19.10% and 9.79% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, the provision of the Speed+ smart ordering system, QR Ordering system subscription (both under subscription services) contributed 19.89% and 33.03% of our revenue, respectively, while the provision of software development services contributed to 13.75% and 16.43% of our revenue, respectively.
Our products and services such as our smart ordering system, Speed +, as well as any software and application development for table ordering, QR ordering and self-service kiosk ordering, are marketed to the bulk of our customers in Malaysia, who belong to the food and beverage (“F&B”) industry. However, the customizable nature of our software and application development services which further extends to customer relationship management and invoicing software is offered to businesses across different industries, with a focus on F&B but also extending to other industries such as Geotechnology, beauty products and property consulting.
Apart from our product, Speed+, we also sell food ordering kiosk machines designed to improve the dining experience for both customers and businesses. These kiosk solutions combine innovative technology with user-friendly interfaces, allowing patrons to effortlessly browse menus, customize orders, and make secure payments. They are designed to improve efficiency, reduce labor costs, and gather valuable data on customer preferences and ordering patterns. For the years ended December 31, 2022 and December 31, 2023, the sale of food ordering kiosk machines contributed 16.12% and 25.29% of our revenue, respectively. For the six months period ended June 30, 2024, the sale of food ordering kiosk machines contributed 14.92% of our revenue.
Beyond the F&B industry, we serve a broader clientele as a trusted partner. Our software development services showcase our commitment to understanding and addressing the unique needs of our clients. Our experienced software development team creates tailored solutions, often starting with a comprehensive software development blueprint in the form of a white paper. Whether it involves developing applications or addressing complex software development projects, our in-house programmers bring over a combined 14 years of experience and expertise. For specialized or complex projects, we collaborate with trusted outsourcing partners to ensure our clients have access to the right skills and resources.
In a digital age where social media plays a crucial role in brand presence, we offer social media management services. Responsible for overseeing the social media accounts of Key Opinion Leaders (KOLs) and influencers, we attempt to ensure that these digital influencers maintain a current and engaging online presence. By leveraging data analysis, including demographic data, comments, post likes, and other metrics, we fine-tune content strategies in order to obtain the maximum impact. For the years ended December 31, 2022 and December 31, 2023, our social media management services contributed 11.98% and 9.50% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, our social media management services contributed 21.25% and 9.54% of our revenue, respectively.
33
Table of Contents
We further provide additional products and services through the sale of power-bank charging stations through our majority owned subsidiary, CL Technologies. Recognizing the trend in demand for portable power-bank charging for mobile devices, we have developed additional expertise in providing power-bank charging stations across 300 locations in Malaysia, working with shopping malls, parks and other public areas. For the years ended December 31, 2022 and December 31, 2023, the sale of power-bank charging stations through its majority owned subsidiary, CL Technologies, contributed 12.45% and 23.44% of our revenue, respectively. For the six months period ended June 30, 2024, the sale of power-bank charging stations through its majority owned subsidiary, CL Technologies, contributed 13.34% of our revenue.
Our expertise extends beyond software development. We also offer a comprehensive data management service. By efficiently handling clients’ incoming raw data, including tasks like sorting, filtering, and reorganizing data within servers, we help clients easily access the information they need, streamlining their operations and decision-making. For the years ended December 31, 2022 and December 31, 2023, our data management services contributed 20.98% and 15.62% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, our data management services contributed 28.47% and 12.74% of our revenue, respectively.
For the year ended December 31, 2023, business in Malaysia contributed to 100% of our Group’s revenue. We also believe that our financial results reflect our strong market position. For the year ended December 31, 2022, our revenue was RM13,000,026 (USD2,832,744), and our net profit was RM2,363,584 (USD515,032). For the year ended December 31, 2023, our revenue was RM29,280,649 (USD6,380,339), and our net profit was RM4,656,301 (USD1,014,622). This is a growth of 125.24% in revenue and 97.00% in net profit respectively. The cost of sales increased from RM7,959,225 (USD1,734,036) in the year ended December 31, 2022 to RM21,112,777 (USD4,600,536) in year ended December 31, 2023. For the six months period ended June 30, 2023, our revenue was RM7,104,161 (USD1,506,012), and our net loss was RM917,279 (USD194,454). For the six months period ended June 30, 2024, our revenue was RM19,655,442 (USD4,166,761), and our net profit was RM1,922,099 (USD407,466). This is a growth of 176.68% in revenue and 309.54% in net profit respectively. The cost of sales increased from RM6,875,096 (USD1,457,452) in the six months period ended June 30, 2023 to RM16,167,137 (USD3,427,273) in the six months period ended June 30, 2024.
Results of Operations
Comparison of the Results for the Fiscal Years Ended December 31, 2022 and 2023
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
%
|
|
RM
|
|
%
|
|
Convenience
Translation
USD
|
|
Revenue from services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance obligation satisfied over time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription services
|
|
1,328,798
|
|
10.22
|
%
|
|
3,605,525
|
|
12.31
|
%
|
|
785,654
|
|
Software consultation and development
services
|
|
2,483,001
|
|
19.10
|
%
|
|
2,865,215
|
|
9.79
|
%
|
|
624,339
|
|
Social media management services
|
|
1,557,620
|
|
11.98
|
%
|
|
2,782,963
|
|
9.50
|
%
|
|
606,416
|
|
Data management & analysis services
|
|
2,727,133
|
|
20.98
|
%
|
|
4,574,481
|
|
15.62
|
%
|
|
996,793
|
| |
|
8,096,552
|
|
62.28
|
%
|
|
13,828,184
|
|
47.22
|
%
|
|
3,013,202
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from tangible products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud printer
|
|
450
|
|
0.01
|
%
|
|
—
|
|
0.00
|
%
|
|
—
|
|
Food ordering kiosk with screen
|
|
2,096,025
|
|
16.12
|
%
|
|
7,405,006
|
|
25.29
|
%
|
|
1,613,572
|
|
Power bank charging station
|
|
1,618,730
|
|
12.45
|
%
|
|
6,864,566
|
|
23.44
|
%
|
|
1,495,809
|
| |
|
3,715,205
|
|
28.58
|
%
|
|
14,269,572
|
|
48.73
|
%
|
|
3,109,381
|
34
Table of Contents
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
%
|
|
RM
|
|
%
|
|
Convenience
Translation
USD
|
|
Revenue from rental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental of power bank machine
|
|
130,299
|
|
1.00
|
%
|
|
654
|
|
0.01
|
%
|
|
143
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food catering, restaurant and sale of foods
|
|
1,057,970
|
|
8.14
|
%
|
|
1,182,239
|
|
4.04
|
%
|
|
257,613
|
|
Total revenue
|
|
13,000,026
|
|
100.00
|
%
|
|
29,280,649
|
|
100.00
|
%
|
|
6,380,339
|
In the fiscal years 2022 and 2023, our company experienced substantial growth in total revenue, driven by increases in both our services and tangible products. Total revenue increased from RM13,000,026 or $2,832,744 in 2022 to RM29,280,649 or $6,380,339 in 2023, marking a significant year-over-year growth of 125%.
Revenue from Services
Revenue from services showed robust growth, rising from RM8,096,552 in 2022 to RM13,828,184 in 2023, an increase of 71%. This increase is attributed to the following:
1. Subscription Services: Revenue from subscription services increased from RM1,328,798 in 2022 to RM3,605,525 in 2023, representing a growth of 171%. Increase in revenue contributed by investment in marketing and enhancements to product features has yielded positive outcomes. We have observed a notable increase in referrals from existing subscribers, contributing to both the retention of current subscribers and the acquisition of new ones.
2. Software Consultation and Development Services: Revenue grew from RM2,483,001 in 2022 to RM2,865,215 in 2023, an increase of 15%. Sustained growth in this revenue channel indicates a gradual increase in market demand. We are observing a rising trend among individuals and small to medium-sized enterprises seeking outsourced development and IT consultation services.
3. Social Media Management Services: Revenue shown a significant increase, with revenue rising from RM1,557,620 in 2022 to RM2,782,963 in 2023, a growth of 79%. Increase in revenue from this channel underscores the success of our strategic expansion into Social Media Management services. As social media continues to grow in prominence, demand for these solutions is rising, validating our decision to invest in this area.
4. Data Management & Analysis Services: Revenue increased from RM2,727,133 in 2022 to RM4,574,481 in 2023, marking a growth of 68%. Increase in revenue is reflected in our other revenue channels. Data from our Speed+ POS and social media management clients show growing demand for data management and analysis services, indicating a rise in need for these solutions.
Revenue from Tangible Products
Revenue from tangible products shown an impressive increase, jumping from RM3,715,205 in 2022 to RM14,269,572 in 2023, an increase of 284%. Key contributors include:
1. Food Ordering Kiosk with Screen: Revenue grew from RM2,096,025 in 2022 to RM7,405,006 in 2023, a growth of 253%. Increase in revenue is attributed to changing market behaviors and the significant manpower shortages in the F&B industry. The shortage of staff has led F&B owners to adopt self-ordering machines, which are in growing demand due to their ability to reduce labor costs and enhance the food ordering experience.
35
Table of Contents
2. Power Bank Charging Station: Revenue grow substantially, with revenue increasing from RM1,618,730 in 2022 to RM6,864,566 in 2023, a growth of 324%. Increase in revenue reflects the effectiveness of our marketing efforts and resource allocation. Our strategy of expanding through dealers and resellers has successfully contributed to the growth in this revenue channel.
Revenue from Rental
Revenue from rental of power bank machines decreased significantly from RM130,299 in 2022 to RM654 in 2023, representing a decline of 99%. Decline in this revenue attributed to considerations around resource investment and time. The rental service model required a long return on investment and substantial manpower. Consequently, we decided to shift from offering rental services to selling machines and managing maintenance through other operators. This transition allows us to reduce manpower costs and eliminate unnecessary expenses.
Revenue from Other Sources
Revenue from other sources, specifically food catering, restaurant and sale of foods, which contributed RM1,057,970 in 2022 and RM1,182,239 in 2023.
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cost of sales from services
|
|
4,566,201
|
|
11,074,957
|
|
2,413,265
|
|
Cost of sales from tangible products
|
|
2,498,021
|
|
9,472,173
|
|
2,064,015
|
|
Cost of sales from rental
|
|
324,444
|
|
326,348
|
|
71,112
|
|
Cost of sales from others
|
|
570,559
|
|
239,299
|
|
52,144
|
|
Total cost of sales
|
|
7,959,225
|
|
21,112,777
|
|
4,600,536
|
Total cost of sales increased significantly, from RM7,959,225 in 2022 to RM 21,112,777 in 2023, a growth of 165%.
Cost of Sales from Services
The cost of sales from services rose from RM4,566,201 in 2022 to RM11,074,957 in 2023, an increase of 143%. As service revenue has grown, the associated costs, such as marketing, operational expenses, and server maintenance fees have also risen proportionally.
Cost of Sales from Tangible Products
The cost of sales from tangible products increased from RM2,498,021 in 2022 to RM9,472,173 in 2023, an increase of 279%. Increase in tangible product costs attributed to the rise in sales of food kiosk machines.
Cost of Sales from Rental
The cost of sales from rental slightly increased from RM324,444 in 2022 to RM326,348 in 2023, a marginal increase of 1%. Increase in rental cost attributed to the rise in employee benefit expenses.
Cost of Sales from Other Sources
The cost of sales from other sources was RM570,559 in 2022 and RM239,299 in 2023.
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Gross profit from services
|
|
3,530,352
|
|
|
2,753,227
|
|
|
599,937
|
|
|
Gross profit from tangible products
|
|
1,217,184
|
|
|
4,797,399
|
|
|
1,045,366
|
|
|
Gross loss from rental
|
|
(194,145
|
)
|
|
(325,694
|
)
|
|
(70,969
|
)
|
|
Gross profit from others
|
|
487,410
|
|
|
942,940
|
|
|
205,469
|
|
|
Total gross profit
|
|
5,040,801
|
|
|
8,167,872
|
|
|
1,779,803
|
|
36
Table of Contents
Gross profit increased from RM5,040,801 in 2022 to RM8,167,872 in 2023, representing an increase of 62%. This growth in gross profit was driven by substantial increases in revenue from tangible products.
Services
The gross profit from services declined from RM 3,530,352 in 2022 to RM 2,753,227 in 2023, decrease of 22%. Despite a substantial increase in service revenue, the gross profit decline due to a significant rise in the cost of sales from services, which grew by 143%. The gross profit margin for services dropped from 44% in 2022 to 20% in 2023. This decline was due to the substantial increase in the cost of sales from services, which grew by 143%, outpacing the 71% increase in service revenue.
Tangible Products
The gross profit from tangible products increased from RM1,217,184 in 2022 to RM4,797,399 in 2023, an impressive growth of 294%. This was driven by the substantial rise in revenue from tangible products, despite a corresponding increase in the cost of sales. The gross profit margin for tangible products increased from 33% in 2022 to 34% in 2023. Revenue increase significantly by 284%, outpace the increase in cost of sales for tangible products of 279%, leading to a margin improvement.
Rental
The gross loss from rental of power bank machines increases from RM194,145 in 2022 to RM325,694 in 2023, due to sharp decline in revenue while increase in cost of sale.
Other Sources
Gross profit for 2022 were RM487,410 and for 2023 were RM942,940.
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
USD
|
|
Selling and administrative
|
|
(1,129,475
|
)
|
|
(1,620,544
|
)
|
|
(353,121
|
)
|
|
Employee benefit expenses
|
|
(157,350
|
)
|
|
(570,876
|
)
|
|
(124,396
|
)
|
|
Director emoluments
|
|
(521,099
|
)
|
|
(536,770
|
)
|
|
(116,964
|
)
|
|
Disposal gain
|
|
—
|
|
|
662,701
|
|
|
144,405
|
|
|
Total operating expenses
|
|
(1,807,924
|
)
|
|
(2,065,489
|
)
|
|
(450,076
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
3,232,877
|
|
|
6,102,383
|
|
|
1,329,727
|
|
Total operating expenses increase marginally from RM1,807,924 in 2022 to RM2,065,489 in 2023, representing increase of 14%.
Selling and Administrative Expenses
These expenses increased from RM1,129,475 in 2022 to RM1,620,544 in 2023, reflecting a slight increase of 43%. This category includes costs related to marketing, administration, and other overheads necessary for daily operations.
Employee Benefit Expenses
Employee benefit expenses rose from RM157,350 in 2022 to RM570,876 in 2023, an increase of 263%. This substantial rise was due to increased staffing levels and higher compensation costs to attract and retain talent necessary for supporting our growing business operations.
Director Emoluments
The expenses for director emoluments increased by RM15,671 approximately 3% from RM521,099 in 2022 to RM536,770 in 2023. The increment aligns with the company’s commitment to rewarding management leadership for driving growth and enhancing overall performance.
37
Table of Contents
Disposal Gain
In 2023, there was a disposal gain of RM662,701 due to the sale of Sagfood (Malaysia) Sdn Bhd. This gain is a one-time occurrence and contributed positively to the overall financial performance in 2023.
Operating Income
Operating income increased significantly from RM3,232,877 in 2022 to RM6,102,383 in 2023, representing an increase of 89%. This substantial growth in operating income highlights the company’s improved efficiency and effective cost management despite the rising operating expenses. The major factors contributing to this increase include:
1. Revenue Growth: Significant increases in revenue from both services and tangible products.
2. Cost Management: Strategic control over selling, administrative, and employee-related expenses despite the overall increase.
3. The disposal gain in 2023 also played a role in boosting the operating income for the year, contributing RM662,701 to the overall figure.
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
USD
|
|
Other income
|
|
12,351
|
|
|
85,198
|
|
|
18,565
|
|
|
Finance costs
|
|
(36,399
|
)
|
|
(164,491
|
)
|
|
(35,843
|
)
|
|
Non-operating expenses
|
|
(24,048
|
)
|
|
(79,293
|
)
|
|
(17,278
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
3,208,829
|
|
|
6,023,090
|
|
|
1,312,449
|
|
|
Tax Expenses
|
|
(845,245
|
)
|
|
(1,366,789
|
)
|
|
(297,827
|
)
|
|
Net profit
|
|
2,363,584
|
|
|
4,656,301
|
|
|
1,014,622
|
|
Other Income
Other income increased significantly from RM12,351 in 2022 to RM85,198 in 2023, representing an increase of 590%. This substantial rise was primarily due to reversal in provision of warranty.
Finance Costs
Finance costs rose from RM36,399 in 2022 to RM164,491 in 2023, an increase of 352%. The substantial increase in finance costs is mainly attributed to higher interest expenses, due to increased borrowings and higher interest rates.
Non-Operating Expenses
Non-operating expenses increased from RM24,048 in 2022 to RM79,293 in 2023, an increase of 230%. This rise reflects higher expenses incurred outside the company’s core operations, possibly related to one-time charges or extraordinary items.
Profit Before Tax
Profit before tax increased from RM3,208,829 in 2022 to RM6,023,090 in 2023, representing an impressive growth of 88%. This substantial increase was driven by higher revenues, increased other income, and effective management of operating costs, despite the rise in finance and non-operating expenses.
Tax Expenses
Tax expenses increased from RM845,245 in 2022 to RM1,366,789 in 2023, reflecting a rise of 62%. The increase in tax expenses corresponds with the higher profit before tax, maintaining the company’s effective tax rate.
38
Table of Contents
Net Profit
Net profit increased significantly from RM2,363,584 in 2022 to RM4,656,301 in 2023, an increase of 97%. This substantial growth in net profit highlights the company’s improved operational efficiency, effective cost management, and successful strategies in enhancing revenue streams.
Comparison of the Results for Six Months Periods Ended June 30, 2023 and 2024
|
|
|
For the six months ended June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
%
|
|
RM
|
|
%
|
|
Convenience
Translation
USD
|
|
Revenue from services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance obligation satisfied over time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription services
|
|
1,412,634
|
|
19.89
|
%
|
|
6,492,876
|
|
33.03
|
%
|
|
1,376,426
|
|
Software consultation and development services
|
|
976,963
|
|
13.75
|
%
|
|
3,228,802
|
|
16.43
|
%
|
|
684,475
|
|
Social media management services
|
|
1,509,844
|
|
21.25
|
%
|
|
1,876,013
|
|
9.54
|
%
|
|
397,696
|
|
Data management & analysis services
|
|
2,022,481
|
|
28.47
|
%
|
|
2,502,991
|
|
12.74
|
%
|
|
530,609
|
| |
|
5,921,922
|
|
83.36
|
%
|
|
14,100,682
|
|
71.74
|
%
|
|
2,989,206
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from tangible products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance obligation satisfied at
point in time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food ordering kiosk with screen
|
|
—
|
|
0.00
|
%
|
|
2,932,245
|
|
14.92
|
%
|
|
621,607
|
|
Power bank charging station
|
|
—
|
|
0.00
|
%
|
|
2,622,515
|
|
13.34
|
%
|
|
555,948
|
| |
|
—
|
|
0.00
|
%
|
|
5,554,760
|
|
28.26
|
%
|
|
1,177,555
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance obligation satisfied at
point in time
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food catering, restaurant and sale of foods
|
|
1,182,239
|
|
16.64
|
%
|
|
—
|
|
0.00
|
%
|
|
—
|
|
Total revenue
|
|
7,104,161
|
|
100.00
|
%
|
|
19,655,442
|
|
100.00
|
%
|
|
4,166,761
|
Total revenue increased by RM12,551,281 or $2,660,749 approximately 177% from RM7,104,161 or $1,506,012 for the six months ended June 30, 2023 to RM19,655,442 or $4,166,761 for the six months ended June 30, 2024.
Revenue from Services
Revenue from services increased by RM8,178,760 or $1,733,817 approximately 138% from RM5,921,922 or $1,255,389 for the six months ended June 30, 2023 to RM14,100,682 or $2,989,206 for the six months ended June 30, 2024. This increase is attributed to the following:
1. Subscription Services: Revenue from subscription services increased by RM5,080,242 or $1,076,962 approximately 360% from RM1,412,634 or $299,464 for the six months ended June 30, 2023 to RM6,492,876 or $1,376,426 for the six months ended June 30, 2024. The revenue growth is primarily attributed to the renewal of 2023 subscriptions by existing customers, reflecting strong retention, alongside the acquisition of new subscribers in the first and second quarters of 2024, which together have bolstered recurring revenue and expanded the overall subscription base.
2. Software Consultation and Development Services: Revenue increased by RM2,251,839 or $477,368 approximately 230% from RM976,963 or $207,107 for the six months ended June 30, 2023 to RM3,228,802 or $684,475 for the six months ended June 30, 2024. Sustained growth in this revenue channel indicates a gradual increase in market demand. We are observing a rising trend among individuals and small to medium-sized enterprises seeking outsourced development and IT consultation services.
39
Table of Contents
3. Social Media Management Services: Revenue increased by RM366,169 or $77,624 approximately 24% from RM1,509,844 or $320,072 for the six months ended June 30, 2023 to RM1,876,013 or $397,696 for the six months ended June 30, 2024. Increase in revenue from this channel underscores the success of our strategic expansion into Social Media Management services. As social media continues to grow in prominence, demand for these solutions is rising, validating our decision to invest in this area.
4. Data Management & Analysis Services: Revenue increased by RM480,510 or $101,863 approximately 24% from RM2,022,481 or $428,746 for the six months ended June 30, 2023 to RM2,502,991 or $530,609 for the six months ended June 30, 2024. Increase in revenue is reflected in our other revenue channels. Data from our Speed+ POS and social media management clients show growing demand for data management and analysis services, indicating a rise in need for these solutions.
Revenue from Tangible Products
Revenue from tangible products shown an impressive increase, jumping from zero for the six months ended June 30, 2023 to RM5,554,760 or $1,177,555 for the six months ended June 30, 2024. Key contributors include:
1. Food Ordering Kiosk with Screen: Revenue contributed RM2,932,245 or $621,607 for the six months ended June 30, 2024. The revenue is attributed to changing market behaviors and the significant manpower shortages in the F&B industry. The shortage of staff has led F&B owners to adopt self-ordering machines, which are in growing demand due to their ability to reduce labor costs and enhance the food ordering experience.
2. Power Bank Charging Station: Revenue contributed RM2,622,515 or $555,948 for the six months ended June 30, 2024. The revenue reflects the effectiveness of our marketing efforts and resource allocation. Our strategy of expanding through dealers and resellers has successfully contributed to the growth in this revenue channel.
Revenue from Other Sources
Revenue from other sources, specifically food catering, restaurant and sale of foods, which contributed RM1,182,239 or $250,623 for the six months ended June 30, 2023.
|
|
|
For the six months ended June 30,
|
|
2023
|
|
2024
|
|
2024
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cost of sales from services
|
|
6,473,215
|
|
12,493,751
|
|
2,648,552
|
|
Cost of sales from tangible products
|
|
360
|
|
3,508,664
|
|
743,802
|
|
Cost of sales from rental
|
|
162,222
|
|
164,722
|
|
34,919
|
|
Cost of sales from others
|
|
239,299
|
|
—
|
|
—
|
|
Total cost of sales
|
|
6,875,096
|
|
16,167,137
|
|
3,427,273
|
Total cost of sales increased by RM9,292,041 or $1,969,821 approximately 135% from RM6,875,096 or $1,457,452 for the six months ended June 30, 2023 to RM16,167,137 or $3,427,273 for the six months ended June 30, 2024.
Cost of Sales from Services
The cost of sales from services increased by RM6,020,536 or $1,276,294 approximately 93% from RM6,473,215 or $1,372,258 for the six months ended June 30, 2023 to RM12,493,751 or $2,648,552 for the six months ended June 30, 2024. With consistent growth in service revenue and an expanding subscriber base, our operational costs have risen accordingly, driven by the need for increased server capacity and proportional maintenance expenses to ensure optimal performance and support for the growing demand.
40
Table of Contents
Cost of Sales from Tangible Products
The cost of sales from tangible products increased by RM3,508,304 or $743,726 approximately 974,529% from RM360 or $76 for the six months ended June 30, 2023 to RM3,508,664 or $743,802 for the six months ended June 30, 2024. The increase in tangible product costs is attributed to the introduction of new revenue streams from the sales of food kiosk machines and power bank charging station.
Cost of Sales from Rental
The cost of sales from rental increased by RM2,500 or $530 approximately 2% from RM162,222 or $34,389 for the six months ended June 30, 2023 to RM164,722 or $34,919 for the six months ended June 30, 2024. This reflects that our current operational space, including rented server farm space, adequately supports our operations and accommodates increasing customer volumes.
Cost of Sales from Other Sources
The cost of sales from other sources was RM239,299 or $50,729 for the six months ended June 30, 2023.
|
|
|
For the six months ended June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Gross (loss)/profit from services
|
|
(551,293
|
)
|
|
1,606,931
|
|
|
340,654
|
|
|
Gross (loss)/profit from tangible products
|
|
(360
|
)
|
|
2,046,096
|
|
|
433,753
|
|
|
Gross loss from rental
|
|
(162,222
|
)
|
|
(164,722
|
)
|
|
(34,919
|
)
|
|
Gross profit from others
|
|
942,940
|
|
|
—
|
|
|
—
|
|
|
Total gross profit
|
|
229,065
|
|
|
3,488,305
|
|
|
739,488
|
|
Gross profit increased by RM3,259,240 or $690,928 approximately 1,423% from RM229,065 or $48,560 for the six months ended June 30, 2023 to RM3,488,305 or $739,488 for the six months ended June 30, 2024. This growth in gross profit was driven by substantial increases in revenue from both our services and tangible products.
Services
The gross profit from services increased by RM2,158,224 or $457,524 approximately 391% from loss of RM551,293 or $116,869 for the six months ended June 30, 2023 to profit of RM1,606,931 or $340,654 for the six months ended June 30, 2024. The increase in gross profit was attributed to the implementation of a more efficient sales platform, which boosted revenue by enhancing sales processes, improving customer reach, and streamlining operations
Tangible Products
The gross profit from tangible products increased by RM2,046,456 or $433,829 approximately 568,460% from loss of RM360 or $76 for the six months ended June 30, 2023 to profit of RM2,046,096 or $433,753 for the six months ended June 30, 2024. This was driven by the substantial new revenue from tangible products which are sales of food kiosk machines and power bank charging station.
Rental
The gross loss from rental of power bank machines increased by RM2,500 or $530 approximately 2% from RM162,222 or $34,389 for the six months ended June 30, 2023 to RM164,722 or $34,919 for the six months ended June 30, 2024. This is due to sharp decline in revenue while maintaining relatively stable costs.
41
Table of Contents
Other Sources
Gross profit for six months ended June 30, 2023 were RM942,940 or $199,894.
|
|
|
For the six months ended June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Selling and administrative
|
|
(960,469
|
)
|
|
(426,724
|
)
|
|
(90,462
|
)
|
|
Employee benefit expenses
|
|
(438,604
|
)
|
|
(227,666
|
)
|
|
(48,264
|
)
|
|
Director emoluments
|
|
(357,770
|
)
|
|
(393,000
|
)
|
|
(83,312
|
)
|
|
Disposal gain
|
|
662,701
|
|
|
—
|
|
|
—
|
|
|
Total operating expenses
|
|
(1,094,142
|
)
|
|
(1,047,390
|
)
|
|
(222,038
|
)
|
|
Operating (loss)/income
|
|
(865,077
|
)
|
|
2,440,915
|
|
|
517,450
|
|
Total operating expenses decreased by RM46,752 or $9,910 approximately 4% from RM1,094,142 or $231,948 for the six months ended June 30, 2023 to RM1,047,390 or $222,038 for the six months ended June 30, 2024. This rise in operating expenses was attributed to several key areas:
Selling and Administrative Expenses
These expenses decreased by RM533,745 or $113,148 approximately 56% from RM960,469 or $203,610 for the six months ended June 30, 2023 to RM426,724 or $90,462 for the six months ended June 30, 2024. This category includes costs related to marketing, administration, and other overheads necessary for daily operations.
Employee Benefit Expenses
Employee benefit expenses decreased by RM210,938 or $44,716 approximately 48% from RM438,604 or $92,980 for the six months ended June 30, 2023 to RM227,666 or $48,264 for the six months ended June 30, 2024. This substantial reduction was primarily due to a strategic decision to reduce workforce headcount.
Director Emoluments
The expenses for director emoluments increased by RM35,230 or $7,468 approximately 10% from RM357,770 or $75,844 for the six months ended June 30, 2023 to RM393,000 or $83,312 for the six months ended June 30, 2024. The increment aligns with the company’s commitment to rewarding management leadership for driving growth and enhancing overall performance.
Disposal Gain
There was a disposal gain of RM662,701 or $140,486 due to the sale of Sagfood (Malaysia) Sdn Bhd for the six months ended June 30, 2023. This gain is a one-time occurrence and contributed positively to the overall financial performance.
Operating Income
Operating income increased by RM3,305,992 or $700,838 approximately 382% from loss of RM865,077 or $183,388 for the six months ended June 30, 2023 to profit of RM2,440,915 or $517,450 for the six months ended June 30, 2024. This substantial growth in operating income highlights the company’s improved efficiency and effective cost management despite the rising operating expenses. The major factors contributing to this increase include:
1. Revenue Growth: Significant increases in revenue from both services and tangible products.
42
Table of Contents
2. Cost Management: Strategic control over selling, administrative, and employee-related expenses despite the overall increase.
|
|
|
For the six months ended June 30,
|
|
2023
|
|
2024
|
|
2024
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Other income
|
|
27,186
|
|
|
161,044
|
|
|
34,140
|
|
|
Finance costs
|
|
(65,380
|
)
|
|
(121,340
|
)
|
|
(25,723
|
)
|
|
Non-operating (expenses)/income
|
|
(38,194
|
)
|
|
39,704
|
|
|
8,417
|
|
| |
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit before tax
|
|
(903,271
|
)
|
|
2,480,619
|
|
|
525,867
|
|
|
Tax Expenses
|
|
(14,008
|
)
|
|
(558,520
|
)
|
|
(118,401
|
)
|
|
Net (loss)/profit
|
|
(917,279
|
)
|
|
1,922,099
|
|
|
407,466
|
|
Other Income
Other income increased by RM133,858 or $28,377 approximately 492% from RM27,186 or $5,763 for the six months ended June 30, 2023 to RM161,044 or $34,140 for the six months ended June 30, 2024. This substantial rise was primarily due to increase in unclaimed provision of warranty.
Finance Costs
Finance costs increased by RM55,960 or $11,863 approximately 86% from RM65,380 or $13,860 for the six months ended June 30, 2023 to RM121,340 or $25,723 for the six months ended June 30, 2024. The substantial increase in finance costs is mainly attributed to higher interest expenses, due to increased borrowings and higher interest rates.
Non-Operating Expenses/Income
Non-operating expenses/income increased by RM77,898 or $16,514 approximately 204% from expenses of RM38,194 or $8,097 for the six months ended June 30, 2023 to income of RM39,704 or $8,417 for the six months ended June 30, 2024. This increase is primarily attributable to higher other income, resulting from the reversal of an overprovision for warranty costs.
Loss/Profit Before Tax
Loss/Profit before tax increased by RM3,383,890 or $717,352 approximately 375% from loss of RM903,271 or $191,485 for the six months ended June 30, 2023 to profit of RM2,480,619 or $525,867 for the six months ended June 30, 2024. This substantial increase was driven by higher revenues, increased other income, and effective management of operating costs, despite the rise in finance and non-operating expenses.
Tax Expenses
Tax expenses increased by RM544,512 or $115,432 approximately 3,887% from RM14,008 or $2,969 for the six months ended June 30, 2023 to RM558,520 or $118,401 for the six months ended June 30, 2024. The increase in tax expenses corresponds with the higher profit before tax, maintaining the company’s effective tax rate.
Net Loss/Profit
Net profit increased by RM2,839,378 or $601,920 approximately 310% from loss of RM917,279 or $194,454 for the six months ended June 30, 2023 to profit of RM1,922,099 or $407,466 for the six months ended June 30, 2024. This substantial growth in net profit highlights the company’s improved operational efficiency, effective cost management, and successful strategies in enhancing revenue streams.
43
Table of Contents
Liquidity and Capital Resources
For the year ended December 31, 2022 and 2023
|
|
|
Note
|
|
2022
|
|
2023
|
|
2023
|
| |
|
|
|
RM
|
|
RM
|
|
USD
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the year
|
|
|
|
2,363,584
|
|
|
4,656,301
|
|
|
1,014,622
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net profit to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
1,260,586
|
|
|
1,639,079
|
|
|
357,160
|
|
|
Amortization
|
|
|
|
164,345
|
|
|
102,379
|
|
|
22,309
|
|
|
Provisions
|
|
|
|
92,680
|
|
|
401,600
|
|
|
87,510
|
|
|
Imputed interest of lease liability
|
|
|
|
13,066
|
|
|
13,035
|
|
|
2,840
|
|
|
Finance costs
|
|
|
|
36,399
|
|
|
164,491
|
|
|
35,843
|
|
|
Overdraft charges
|
|
|
|
44,250
|
|
|
59,964
|
|
|
13,066
|
|
|
Gain on disposal of subsidiary
|
|
|
|
—
|
|
|
(662,701
|
)
|
|
(144,405
|
)
|
|
Income tax expenses
|
|
|
|
845,245
|
|
|
1,366,789
|
|
|
297,827
|
|
|
Lease discount
|
|
|
|
(1,913
|
)
|
|
—
|
|
|
—
|
|
|
Gain on termination of lease
|
|
|
|
(1,651
|
)
|
|
(4,001
|
)
|
|
(872
|
)
|
|
Reversal of for expected credit loss
|
|
|
|
(48,523
|
)
|
|
(90,205
|
)
|
|
(19,656
|
)
|
|
Operating cash flows before movements in working capital
|
|
|
|
4,768,068
|
|
|
7,646,731
|
|
|
1,666,244
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
(239,987
|
)
|
|
(1,139,340
|
)
|
|
(248,266
|
)
|
|
Other receivables and prepayment
|
|
|
|
(11,000
|
)
|
|
(6,032,450
|
)
|
|
(1,314,488
|
)
|
|
Other payables and accrued liabilities
|
|
|
|
382,305
|
|
|
225,925
|
|
|
49,230
|
|
|
Trade payables
|
|
|
|
(1,887,984
|
)
|
|
(35,382
|
)
|
|
(7,710
|
)
|
|
Deferred revenue
|
|
|
|
844,599
|
|
|
1,823,535
|
|
|
397,354
|
|
|
Cash generated from operations
|
|
|
|
3,856,001
|
|
|
2,489,019
|
|
|
542,364
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax paid
|
|
|
|
—
|
|
|
(29,843
|
)
|
|
(6,503
|
)
|
|
Net cash provided by operating activities
|
|
|
|
3,856,001
|
|
|
2,459,176
|
|
|
535,861
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of plant and equipment
|
|
|
|
(4,727,382
|
)
|
|
(5,524,353
|
)
|
|
(1,203,772
|
)
|
|
Loss of cash on disposal of subsidiary
|
|
|
|
—
|
|
|
(27,620
|
)
|
|
(6,019
|
)
|
|
Net cash used in investing activities
|
|
|
|
(4,727,382
|
)
|
|
(5,551,973
|
)
|
|
(1,209,791
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of share capital
|
|
|
|
—
|
|
|
645,380
|
|
|
140,630
|
|
|
Repayment of lease liabilities
|
|
|
|
(197,553
|
)
|
|
(104,784
|
)
|
|
(22,833
|
)
|
|
Proceeds from bank loans
|
|
|
|
350,000
|
|
|
2,699,992
|
|
|
588,336
|
|
|
Repayment of bank loans
|
|
|
|
(74,487
|
)
|
|
(330,610
|
)
|
|
(72,041
|
)
|
|
Loan interest paid
|
|
|
|
(36,399
|
)
|
|
(164,491
|
)
|
|
(35,843
|
)
|
|
Overdraft charges paid
|
|
|
|
(44,250
|
)
|
|
(59,964
|
)
|
|
(13,066
|
)
|
|
Increase in fixed deposits
|
|
|
|
(104,163
|
)
|
|
(807,093
|
)
|
|
(175,868
|
)
|
|
(Advance to)/Repayment from related parties
|
|
|
|
(36,249
|
)
|
|
1,063,118
|
|
|
231,657
|
|
|
Repayment from shareholders
|
|
|
|
222,701
|
|
|
30,852
|
|
|
6,723
|
|
|
Repayment from directors
|
|
|
|
563,857
|
|
|
550,351
|
|
|
119,923
|
|
|
Net cash provided by financing activities
|
|
|
|
643,457
|
|
|
3,522,751
|
|
|
767,618
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
|
(227,924
|
)
|
|
429,954
|
|
|
93,688
|
|
|
Cash and cash equivalents at beginning of year
|
|
12
|
|
(443,036
|
)
|
|
(670,960
|
)
|
|
(146,204
|
)
|
|
Cash and cash equivalents at end of year
|
|
12
|
|
(670,960
|
)
|
|
(241,006
|
)
|
|
(52,516
|
)
|
44
Table of Contents
Operating activities
For the year ended December 31, 2022, the Company generated RM3,856,001 from operating activities primarily from profit adding back non-cash expenses, and increase in other payables and accrued liabilities and deferred revenue subtracted by non-cash income, increase in other receivables and trade receivables, decrease in trade payables and income tax payment.
For the year ended December 31, 2023, the Company generated RM2,459,176 from operating activities primarily from profit adding back non-cash expenses, increase in other payables and accrued liabilities and deferred revenue subtracted by non-cash income, increase in trade receivables and other receivables and prepayment, decrease in trade payables and income tax payment.
Investing activities
For the year ended December 31, 2022, the Company invested RM4,727,382 in plant and equipment and right of use assets.
For the year ended December 31, 2023, the Company used RM5,551,973 in investing activities in plant and equipment and loss of cash on disposal of subsidiary.
Financing activities
For the year ended December 31, 2022, the Company generated RM643,457 from financing activities. The primary sources of cash inflows were proceeds from bank loans, and repayment from shareholders and directors. These were offset by repayment of lease liabilities and bank loans, loan interest, overdraft charges and advances made to related parties and increase in fixed deposits.
For the year ended December 31, 2023, the Company generated RM3,522,751 from financing activities. The primary sources of cash inflows were issuance of share capital, proceeds from bank loan, repayment from related parties, shareholders and directors. These were offset by repayment of lease liabilities, bank loan, loan interest, overdraft charges and increase in fixed deposits.
Capital Expenditure
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
USD
|
|
Investment in plant and equipment:
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
4,340,482
|
|
4,704,560
|
|
1,025,137
|
|
Computer & Handphone
|
|
50,000
|
|
—
|
|
—
|
|
License
|
|
—
|
|
775,901
|
|
169,071
|
|
Renovation
|
|
336,900
|
|
43,892
|
|
9,564
|
|
Total
|
|
4,727,382
|
|
5,524,353
|
|
1,203,772
|
For the year ended December 31, 2022, the Company invested RM4,727,382 in plant and equipment.
For the year ended December 31, 2023, the Company invested RM5,524,353 in plant and equipment.
Material Obligation as of December 31, 2023
|
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
USD
|
|
Repayment Obligation
|
|
Leases
|
|
Bank
Borrowings
|
|
Bank
Overdraft
|
|
Trade
payable
|
|
Other
payable
|
|
Tax
payable
|
|
Total
|
|
Total
|
|
Year ending December 31, 2024
|
|
46,994
|
|
583,313
|
|
1,064,530
|
|
423,787
|
|
692,841
|
|
1,632,210
|
|
4,443,675
|
|
968,289
|
|
Year ending December 31, 2025
|
|
52,768
|
|
627,265
|
|
—
|
|
—
|
|
—
|
|
—
|
|
680,033
|
|
148,181
|
|
Year ending December 31, 2026
|
|
57,434
|
|
661,831
|
|
—
|
|
—
|
|
—
|
|
—
|
|
719,265
|
|
156,730
|
|
Year ending December 31, 2027
|
|
25,598
|
|
660,459
|
|
—
|
|
—
|
|
—
|
|
—
|
|
686,057
|
|
149,494
|
|
Year ending December 31, 2028
|
|
7,701
|
|
340,784
|
|
—
|
|
—
|
|
—
|
|
—
|
|
348,485
|
|
75,936
|
|
After December 31, 2028
|
|
19,076
|
|
35,817
|
|
—
|
|
—
|
|
—
|
|
—
|
|
54,893
|
|
11,961
|
| |
|
209,571
|
|
2,909,469
|
|
1,064,530
|
|
423,787
|
|
692,841
|
|
1,632,210
|
|
6,932,408
|
|
1,510,591
|
45
Table of Contents
The Company believes that current working capital is adequate to meet these repayment material obligations for the year ended December 31, 2024.
In addition, the Company expects to generate additional cash flow from operational profit to meet repayment obligation beyond December 31, 2024.
Financing Arrangement
As of December 31, 2023, the Company had RM2,250,000 overdraft facility through subsidiaries from 2 banks, intended for working capital usage, of which the Company utilized RM1,065,530 with undrawn balance of RM1,185,470.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
For the six months ended June 30, 2023 and 2024
|
|
|
|
|
For the six months ended June 30,
|
| |
|
|
|
2023
|
|
2024
|
|
2024
|
| |
|
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss)/Profit for the year
|
|
|
|
(917,279
|
)
|
|
1,922,099
|
|
|
407,466
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net profit to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
980,443
|
|
|
780,563
|
|
|
165,472
|
|
|
Amortization
|
|
|
|
74,750
|
|
|
27,628
|
|
|
5,857
|
|
|
Provisions
|
|
|
|
(11,550
|
)
|
|
(15,140
|
)
|
|
(3,210
|
)
|
|
Imputed interest of lease liability
|
|
|
|
7,061
|
|
|
5,360
|
|
|
1,137
|
|
|
Finance costs
|
|
|
|
65,380
|
|
|
121,340
|
|
|
25,723
|
|
|
Overdraft charges
|
|
|
|
48,542
|
|
|
45,646
|
|
|
9,677
|
|
|
Gain on disposal of subsidiary
|
|
|
|
(662,701
|
)
|
|
—
|
|
|
—
|
|
|
Income tax expenses
|
|
|
|
14,008
|
|
|
558,520
|
|
|
118,401
|
|
|
Gain on termination of lease
|
|
|
|
(4,001
|
)
|
|
—
|
|
|
—
|
|
|
Reversal of for expected credit loss
|
|
|
|
(10,592
|
)
|
|
—
|
|
|
—
|
|
|
Operating cash flows before movements in working capital
|
|
|
|
(415,939
|
)
|
|
3,446,016
|
|
|
730,523
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
737,165
|
|
|
(2,970,374
|
)
|
|
(629,690
|
)
|
|
Other receivables and prepayment
|
|
|
|
(244,469
|
)
|
|
4,897,335
|
|
|
1,038,187
|
|
|
Other payables and accrued liabilities
|
|
|
|
91,230
|
|
|
(184,682
|
)
|
|
(39,151
|
)
|
|
Trade payables
|
|
|
|
(238,638
|
)
|
|
(423,786
|
)
|
|
(89,839
|
)
|
|
Deferred revenue
|
|
|
|
1,158,655
|
|
|
(1,926,663
|
)
|
|
(408,434
|
)
|
|
Cash generated from operations
|
|
|
|
1,088,004
|
|
|
2,837,846
|
|
|
601,596
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax paid
|
|
|
|
(8,065
|
)
|
|
—
|
|
|
—
|
|
|
Net cash provided by operating activities
|
|
|
|
1,079,939
|
|
|
2,837,846
|
|
|
601,596
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of plant and equipment
|
|
|
|
(4,119,232
|
)
|
|
(2,634,523
|
)
|
|
(558,493
|
)
|
|
Loss of cash on disposal of subsidiary
|
|
|
|
(27,620
|
)
|
|
—
|
|
|
—
|
|
|
Net cash used in investing activities
|
|
|
|
(4,146,852
|
)
|
|
(2,634,523
|
)
|
|
(558,493
|
)
|
46
Table of Contents
|
|
|
|
|
For the six months ended June 30,
|
| |
|
|
|
2023
|
|
2024
|
|
2024
|
| |
|
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of share capital
|
|
|
|
645,380
|
|
|
—
|
|
|
—
|
|
|
Repayment of lease liabilities
|
|
|
|
(76,242
|
)
|
|
(28,542
|
)
|
|
(6,051
|
)
|
|
Increase in fixed deposits
|
|
|
|
(807,093
|
)
|
|
(27,580
|
)
|
|
(5,847
|
)
|
|
Overdraft charges paid
|
|
|
|
(48,542
|
)
|
|
(45,646
|
)
|
|
(9,677
|
)
|
|
Loan interest paid
|
|
|
|
(65,380
|
)
|
|
(121,340
|
)
|
|
(25,723
|
)
|
|
Proceeds from bank loans
|
|
|
|
1,899,992
|
|
|
1,000,000
|
|
|
211,991
|
|
|
Repayment of bank loans
|
|
|
|
(118,182
|
)
|
|
(299,404
|
)
|
|
(63,471
|
)
|
|
Proceeds from amount due to related parties
|
|
|
|
476,641
|
|
|
—
|
|
|
—
|
|
|
Proceeds from amount due to shareholders
|
|
|
|
(51,072
|
)
|
|
(816
|
)
|
|
(173
|
)
|
|
Proceeds from amount due to inter-companies
|
|
|
|
223,000
|
|
|
—
|
|
|
—
|
|
|
Proceeds from amount due from directors
|
|
|
|
(50,650
|
)
|
|
(137,181
|
)
|
|
(29,081
|
)
|
|
Net cash provided by financing activities
|
|
|
|
2,027,852
|
|
|
339,491
|
|
|
71,968
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
|
(1,039,061
|
)
|
|
542,814
|
|
|
115,071
|
|
|
Cash and cash equivalents at beginning of period
|
|
12
|
|
(670,960
|
)
|
|
(241,006
|
)
|
|
(52,516
|
)
|
|
Foreign currency translation
|
|
|
|
—
|
|
|
—
|
|
|
(1,425
|
)
|
|
Cash and cash equivalents at end of period
|
|
12
|
|
(1,710,021
|
)
|
|
301,808
|
|
|
63,980
|
|
Operating activities
For the six months ended June 30, 2023, the Company generated RM1,079,939 or $228,937 from operating activities primarily from profit adding back non-cash expenses, and increase in other payables and accrued liabilities and deferred revenue subtracted by non-cash income, increase in other receivable and trade receivable, decrease in trade payables and income tax payment.
For the six months ended June 30, 2024, the Company generated RM2,837,846 or $601,596 from operating activities primarily from profit adding back non-cash expenses, increase in other receivables and prepayment as well as decrease in trade receivables, trade payables, other payables and accrued liabilities and deferred revenue.
Investing activities
For the six months ended June 30, 2023, the Company invested RM4,146,852 or $879,092 in plant and equipment and loss of cash on disposal of subsidiary
For the six months ended June 30, 2024, the Company used RM2,634,523 or $558,493 in investing activities in plant and equipment.
Financing activities
For the six months ended June 30, 2023, the Company generated RM2,027,852 or $429,885 in financing activities primarily from issuance of share capital, proceeds from bank overdraft, bank loans, repayment of outstanding due from shareholders and directors subtracted by repayment of lease liabilities, bank loans, repayment of outstanding due to related parties and increased in fixed deposits.
For the six months ended June 30, 2024, the Company generated negative amount of RM339,491 or $71,968 from financing activities primarily from issuance of share capital, proceeds from bank loan, overdraft, repayment of outstanding amount due from related parties, shareholders and director subtracted by repayment of lease liabilities and bank loan and increase in fixed deposits.
47
Table of Contents
Capital Expenditure
|
|
|
For the six months ended June 30,
|
|
2023
|
|
2024
|
|
2024
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Investment in plant and equipment:
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
3,331,331
|
|
2,634,523
|
|
558,493
|
|
Computer & Handphone
|
|
—
|
|
—
|
|
—
|
|
License
|
|
775,901
|
|
—
|
|
—
|
|
Renovation
|
|
12,000
|
|
—
|
|
—
|
|
Total
|
|
4,119,232
|
|
2,634,523
|
|
558,493
|
For the six months ended June 30, 2023, the Company invested RM4,119,232 or $873,23 in plant and equipment.
For the six months ended June 30, 2024, the Company invested RM2,634,523 or $558,493 in plant and equipment.
Material Obligation for the twelve months ending June 30, 2024
|
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
USD
|
|
Repayment Obligation
|
|
Leases
|
|
Bank
Borrowings
|
|
Bank
Overdraft
|
|
Other
payable
|
|
Tax
payable
|
|
Total
|
|
Total
|
|
Period ending June 30, 2025
|
|
48,998
|
|
708,711
|
|
541,608
|
|
508,160
|
|
2,208,830
|
|
4,016,307
|
|
851,418
|
|
Period ending June 30, 2026
|
|
55,915
|
|
765,493
|
|
—
|
|
—
|
|
—
|
|
821,408
|
|
174,131
|
|
Period ending June 30, 2027
|
|
51,017
|
|
786,578
|
|
—
|
|
—
|
|
—
|
|
837,595
|
|
177,562
|
|
Period ending June 30, 2028
|
|
7,476
|
|
716,134
|
|
—
|
|
—
|
|
—
|
|
723,610
|
|
153,398
|
|
Period ending June 30, 2029
|
|
7,932
|
|
274,954
|
|
|
|
|
|
|
|
282,886
|
|
59,969
|
|
After June 30, 2029
|
|
15,051
|
|
358,196
|
|
—
|
|
—
|
|
—
|
|
373,247
|
|
79,125
|
| |
|
186,389
|
|
3,610,066
|
|
541,608
|
|
508,160
|
|
2,208,830
|
|
7,055,053
|
|
1,495,603
|
The Company believes that current working capital is adequate to meet these repayment material obligations for the twelve months ended June 30, 2025.
In addition, the Company expects to generate additional cash flow from operational profit to meet repayment obligation beyond June 30, 2025.
Financing Arrangement
As of June 30, 2024, the Company had RM2,250,000 or $476,978 overdraft facility through subsidiaries from 2 banks, intended for working capital usage, of which the Company utilized RM541,608 or $114,816 with undrawn balance of RM1,708,392 or $362,162.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Estimates
Useful lives of plant and equipment
The Group’s management determines the estimated useful lives and the related depreciation charge for the Group’s plant and equipment. This estimate is based on the historical experience of the actual useful lives of plant and equipment of similar nature and functions. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives. Periodic review could result in a change in depreciable lives and therefore depreciation charge in the future periods.
48
Table of Contents
Impairment of Trade Receivables
The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables.
Quantitative and Qualitative Disclosures about Market Risk
For the year ended December 31, 2022 and 2023
We are exposed to market risk (including foreign currency risk and interest rate risk), credit risk, and liquidity risk in the ordinary course of business. Our overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance.
Foreign Currency Risk
The Group expose to foreign currency risk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group, with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoing basis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreign currency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
Interest Rate Risk
The Group exposed to interest rate risk arise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 14 of the financial statements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposure to interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increase or decrease to report interest rate risk internally to key management personnel, as this represents management’s assessment of a reasonably possible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, our profit would decrease or increase by approximately RM10,430 for the year ended December 31, 2023, and RM2,571 for the year ended December 31, 2022.
Liquidity Risk
Liquidity risk arises mainly due to general funding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, which includes both principal and interest. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bank borrowings
|
|
|
|
|
|
|
|
|
|
Repayment within:
|
|
|
|
|
|
|
|
|
|
Less than 1 year
|
|
56,371
|
|
127,716
|
|
773,744
|
|
168,601
|
|
Between 1 and 2 years
|
|
112,742
|
|
127,560
|
|
773,744
|
|
168,601
|
|
Between 2 and 5 years
|
|
109,990
|
|
307,741
|
|
1,823,933
|
|
397,440
|
|
Over 5 years
|
|
37,897
|
|
95,340
|
|
38,102
|
|
8,303
|
49
Table of Contents
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bank overdraft
|
|
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
601,566
|
|
900,231
|
|
1,064,530
|
|
231,964
|
| |
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
|
|
|
|
|
|
Repayment within:
|
|
|
|
|
|
|
|
|
|
Less than 1 year
|
|
117,732
|
|
151,584
|
|
57,084
|
|
12,439
|
|
Between 1 and 2 years
|
|
110,832
|
|
57,384
|
|
60,204
|
|
13,119
|
|
Between 2 and 5 years
|
|
61,188
|
|
27,252
|
|
98,532
|
|
21,470
|
|
Over 5 years
|
|
—
|
|
29,510
|
|
20,426
|
|
4,451
|
| |
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
2,375,939
|
|
487,955
|
|
423,787
|
|
92,344
|
| |
|
|
|
|
|
|
|
|
|
Other payables
|
|
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
116,026
|
|
498,331
|
|
692,841
|
|
150,972
|
| |
|
|
|
|
|
|
|
|
|
Amount due to director
|
|
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
—
|
|
—
|
|
137,181
|
|
29,892
|
| |
|
|
|
|
|
|
|
|
|
Amount due to shareholder
|
|
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
—
|
|
—
|
|
886
|
|
193
|
Credit Risk
Credit risk primarily arises from the possibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conducting thorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent payment terms such as upfront payments and short billing cycles.
Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro-economic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost.
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade receivables
|
|
|
|
|
|
|
|
|
|
|
|
Collection within less than 1 year
|
|
913,587
|
|
|
1,153,574
|
|
|
1,990,414
|
|
433,717
|
|
Lifetime expected credit loss, simplified
|
|
(138,728
|
)
|
|
(90,205
|
)
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
15.18
|
%
|
|
7.82
|
%
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
|
|
|
|
Collection within less than 1 year
|
|
58,184
|
|
|
67,984
|
|
|
4,513,832
|
|
983,577
|
|
12 months expected credit loss
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
50
Table of Contents
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Amount due from director
|
|
|
|
|
|
|
|
|
|
Collection within less than 1 year
|
|
853,591
|
|
289,734
|
|
—
|
|
—
|
|
12 months expected credit loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
—
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
|
|
Amount due from shareholder
|
|
|
|
|
|
|
|
|
|
Collection within less than 1 year
|
|
318,467
|
|
95,766
|
|
—
|
|
—
|
|
12 months expected credit loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
—
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
|
|
Amount due from related parties
|
|
|
|
|
|
|
|
|
|
Collection within less than 1 year
|
|
737,568
|
|
773,817
|
|
—
|
|
—
|
|
12 months expected credit loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Lifetime expected credit loss
|
|
|
|
|
|
|
|
|
|
|
As at January 1
|
|
138,728
|
|
|
90,205
|
|
|
19,656
|
|
|
Decrease in expected credit loss
|
|
(48,523
|
)
|
|
(90,205
|
)
|
|
(19,656
|
)
|
|
As at December 31
|
|
90,205
|
|
|
—
|
|
|
—
|
|
For the year ended December 31, 2023, the company made a deliberate decision to abstain from setting aside any provision for doubtful debt, given the fact that by March 21, 2024, the company had successfully received complete settlement of all outstanding amounts owed by trade receivables.
Capital Risk Management
The Group manages its capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as lease liability, borrowings and bank overdraft plus amount due to shareholder and director, trade and other payables less cash and bank balances. Total capital is calculated as total equity plus net debts. Capital includes equity attributable to the owners of the parent and non-controlling interest.
|
|
|
As of
December 31,
2021
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Net debt
|
|
3,252,354
|
|
|
2,113,563
|
|
|
3,478,485
|
|
|
757,972
|
|
|
Total equity
|
|
5,528,159
|
|
|
7,891,743
|
|
|
10,218,691
|
|
|
2,226,683
|
|
|
Total capital
|
|
8,780,513
|
|
|
10,005,306
|
|
|
13,697,176
|
|
|
2,984,655
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gearing ratio
|
|
37.04
|
%
|
|
21.12
|
%
|
|
25.40
|
%
|
|
25.40
|
%
|
51
Table of Contents
For the six months ended June 30, 2023 and 2024
We are exposed to market risk (including foreign currency risk and interest rate risk), credit risk, and liquidity risk in the ordinary course of business. Our overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance.
Foreign Currency Risk
The Group expose to foreign currency risk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group, with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoing basis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreign currency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
Interest Rate Risk
The Group exposed to interest rate risk arise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 14 of the financial statements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposure to interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increase or decrease to report interest rate risk internally to key management personnel, as this represents management’s assessment of a reasonably possible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, our profit would decrease or increase by approximately RM8,036 or $1,703 for the six months ended June 30, 2024 and RM10,430 or $2,211 for the year ended December 31, 2023.
Liquidity Risk
Liquidity risk arises mainly due to general funding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, which includes both principal and interest. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bank borrowings
|
|
|
|
|
|
|
|
Repayment within:
|
|
|
|
|
|
|
|
Less than 1 year
|
|
773,744
|
|
976,072
|
|
206,922
|
|
Between 1 and 2 years
|
|
773,774
|
|
976,072
|
|
206,922
|
|
Between 2 and 5 years
|
|
1,823,933
|
|
2,062,796
|
|
437,302
|
|
Over 5 years
|
|
38,102
|
|
394,603
|
|
83,654
|
| |
|
|
|
|
|
|
|
Bank overdraft
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
1,064,530
|
|
541,608
|
|
114,816
|
| |
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
|
|
|
|
Repayment within:
|
|
|
|
|
|
|
|
Less than 1 year
|
|
50,002
|
|
57,804
|
|
12,254
|
|
Between 1 and 2 years
|
|
55,406
|
|
61,884
|
|
13,119
|
|
Between 2 and 5 years
|
|
96,186
|
|
72,132
|
|
15,292
|
|
Over 5 years
|
|
20,426
|
|
15,884
|
|
3,367
|
52
Table of Contents
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade payable
Repayment within less than 1 year
|
|
423,787
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
Other payable
Repayment within less than 1 year
|
|
692,841
|
|
508,160
|
|
107,725
|
| |
|
|
|
|
|
|
|
Amount due to director
Repayment within less than 1 year
|
|
137,181
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
Amount due to shareholder
Repayment within less than 1 year
|
|
868
|
|
70
|
|
15
|
Credit Risk
Credit risk primarily arises from the possibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conducting thorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent payment terms such as upfront payments and short billing cycles.
Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost.
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade receivable
Collection within less than 1 year
|
|
1,990,414
|
|
4,960,788
|
|
1,051,639
|
| |
|
|
|
|
|
|
|
Other receivables
Collection within less than 1 year
|
|
4,513,832
|
|
715,097
|
|
151,593
|
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Lifetime expected credit loss
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
90,205
|
|
|
—
|
|
—
|
|
Decrease in expected credit loss
|
|
(90,205
|
)
|
|
—
|
|
—
|
|
As at end of the year/period
|
|
—
|
|
|
—
|
|
—
|
For the six months ended June 30, 2024, the company made a deliberate decision to abstain from setting aside any provision for doubtful debt, given the fact that by July 31, 2024, the company had successfully received complete settlement of all outstanding amounts owed by trade receivables.
53
Table of Contents
Capital Risk Management
The Group manages its capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as lease liability, borrowings and bank overdraft plus amount due to shareholder and director, trade and other payables less cash and bank balances. Total capital is calculated as total equity plus net debts. Capital includes equity attributable to the owners of the parent and non-controlling interest.
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Net debt
|
|
3,478,485
|
|
|
2,839,041
|
|
|
601,850
|
|
|
Total equity
|
|
10,218,691
|
|
|
12,140,790
|
|
|
2,573,728
|
|
|
Total capital
|
|
13,697,176
|
|
|
14,979,831
|
|
|
3,175,578
|
|
| |
|
|
|
|
|
|
|
|
|
|
Gearing ratio
|
|
25.40
|
%
|
|
18.95
|
%
|
|
18.95
|
%
|
Inflation
Malaysia’s inflation rates stood at 3.3% for the year ended December 31, 2022, 2.5% for the year ended December 31, 2023, and 2% for the period ended June 30, 2024. These figures indicate a moderate level of inflation during these periods and we believe that there will be no material impact on their company.
54
Table of Contents
HISTORY AND CORPORATE STRUCTURE
As at the date of this prospectus, our Group is comprised of the Company and its majority owned subsidiaries, CL Technologies and Sagtec.
Corporate Structure
Our company was incorporated in the British Virgin Islands on October 31, 2023, under the Companies Act as a business company with limited liability. The company is authorized to issue an unlimited number of Ordinary Shares with no-par value.
The chart below sets forth our corporate structure as of the date of this prospectus:
Entities
A description of our principal operating subsidiaries is set forth below.
On June 11, 2018, Sagtec was incorporated in Malaysia as a private company limited by shares. On May 27, 2019, Sagtec changed its name from Signage Alliance Group Sdn Bhd to Sagtec Group Sdn Bhd It commenced business on June 11, 2018 and is engaged in the provision of customizable software solutions. The solutions Sagtec provides include subscription services, software consultation and development services, social media management, data management and analysis services and sales of food ordering kiosks with screens. As part of a group reorganization on January 1, 2024, Sagtec became a subsidiary of our Company, with our ownership at 98.04%.
On February 14, 2019, CL Technologies was incorporated in Malaysia as a private company limited by shares. It commenced business on February 14, 2019 and is engaged in the customizable software solutions. The solutions CL Technologies provides include data management & analysis services and social media management. CL Technologies is also engaged in providing sales of power bank charging stations. As part of a group reorganization on January 1, 2024, CL Technologies became a subsidiary of our company, with our ownership at 94.95%.
55
Table of Contents
INDUSTRY OVERVIEW
Market Trend analysis
POS System Subscription & QR Ordering System Subscription
Growing preference for contactless payments: In recent years, there has been substantial growth in the Mobile POS payment market. One notable trend is the increasing preference for contactless payments, where customers can simply tap their mobile device or card to complete transactions. This shift is a result of the rising demand for convenient and secure payment methods, particularly during the COVID-19 pandemic. In addition, the widespread use of smartphones and tablets, which are increasingly employed for both personal and business purposes also contributed to the shift. Furthermore, the surge in e-commerce and online shopping is fuelling the demand for mobile payment options. According to data provided by Statista, the market share of cash, credit cards, and other payment methods in Malaysia has been shifting towards cashless transactions. Malaysians are showing a growing preference for credit cards and digital wallets over cash when making purchases in brick-and-mortar stores, leading to a decrease in the market share of cash transactions.
Government’s initiatives: The Malaysian government has taken various initiatives to drive the ongoing digital transformation of the market. These include introducing an interchange fee cap, facilitating the migration of payment cards to support PIN and contactless payments, and expanding the availability of POS terminals. In addition, as part of the Malaysian Chip Card Specification initiative, all debit cards in the country underwent a transition to contactless technology by 1 January 2018. These efforts have collectively contributed to the advancement of the digital landscape in the market, as detailed in Electronic Payments International’s country survey on Malaysia.
Growing tourism industry: According to a report by GlobalData, the travel and hospitality segment is the second-largest end-user in the POS software market, following retail. This segment is expected to grow at a CAGR of over 10% during the forecasted period, significantly contributing to the overall growth of the POS software market. As the number of tourists continues to rise, businesses in the hospitality and entertainment sectors, including hotels, restaurants, and theme parks, are increasingly seeking ways to streamline their operations and elevate the customer experience. POS software solutions play a crucial role in managing transactions within these industries by enabling businesses to accept payments through various channels like credit cards, mobile payments, and cash. Additionally, these solutions offer valuable features like inventory management, employee scheduling, and analytics, empowering businesses to optimize their operations and enhance customer satisfaction.
EMV chip cards adoption: Based on data from EMVCo, LLC, the global adoption rate of Europay, MasterCard, and Visa (EMV) chip cards rose from 66.4% in 2020 to 68.16% in Q2 2021. Consequently, numerous countries worldwide have made it mandatory to adopt EMV cards, resulting in a substantial surge in the demand for POS software solutions that are compatible with these cards. Businesses accepting card payments are required to upgrade their payment terminals and software to support EMV cards, thereby reducing their liability for fraudulent transactions. POS software solutions that accommodate EMV cards offer several advantages to businesses, including enhanced security, reduced fraud risks, and increased customer confidence. Moreover, these solutions enable businesses to accept a broader range of payment methods, such as contactless and mobile payments. With the growing adoption of EMV chip cards, the POS software market is expected to experience notable growth, as highlighted in GlobalData’s analysis of the POS software market.
Food Ordering Kiosk Machine with Screen
Increasing demand for self-service solutions: The Food Ordering Kiosk Machine presents an opportunity for businesses to enhance the customer experience through personalized and efficient service delivery. These self-service kiosks not only expedite the ordering process but also cater to individual preferences, ultimately leading to reduced waiting times and heightened levels of customer satisfaction. Moreover, by empowering customers to customize their orders directly through the kiosk interface, businesses can ensure accuracy and precision in fulfilling their preferences, further bolstering the overall dining experience. Additionally, the data collected from these interactions can provide valuable insights for businesses to optimize their offerings and tailor promotions to better meet customer needs, according to an industry expert.
56
Table of Contents
Increasing adoption of digital and mobile technologies: As we move towards a cashless society, QR payment solutions are becoming increasingly popular. Self-service kiosks can seamlessly integrate these digital payment methods, allowing customers to effortlessly complete transactions using their smartphones. This upward trend is anticipated to persist in the foreseeable future, prompting a greater number of businesses to embrace self-service kiosk technology as a means of staying aligned with the dynamic preferences of their clientele. Furthermore, the seamless integration of self-service kiosks with mobile applications and digital platforms enables businesses to offer a cohesive omnichannel experience, fostering customer engagement and loyalty across various touchpoints. Additionally, the data collected through these interactions can facilitate the refinement of marketing strategies and the development of targeted promotions, thereby enhancing customer retention and driving revenue growth.
Software Development
Driving the growth of the software industry through Industry 4.0: The software industry plays a vital role in the context of Industry 4.0 by providing the necessary techniques and solutions for technological organizations. Industry 4.0 is a well-defined and transparent concept, although its implementation can be complex due to the diverse range of systems and the multitude of potential solutions. Within the realm of intelligent data management, software serves as an innovative tool encompassing all the documentation and configuration data required for error-free operation of applications and programs. Software engineers are at the forefront of developing various software products, ranging from databases, word processors, and project management tools, to more intricate systems such as air-traffic control systems, websites, and e-commerce platforms. This relationship drives growth in the software development sector, as highlighted in strategic analyses of software development in Industry 4.0.
Increasing demand for customized software solutions: Custom software development plays a vital role in driving business growth and maintaining competitiveness. By optimizing internal operations and delivering innovative services to customers, tailored software development enables businesses to efficiently accomplish their objectives. According to a report by Zion Market Research, the global market size is expected to reach USD1,460.1 billion by 2026, growing at a CAGR of 7.6% from 2021 to 2026. The adoption of business software has become imperative for organizations to stay competitive on a global scale.
Organizations are adopting digital transformation: Digital advancements provide companies with innovative opportunities for growth and increased operational efficiency. This technological shift not only enhances the efficiency and effectiveness of various company activities but also reduces workloads through automation. Additionally, by minimizing human errors, software solutions contribute to improved effectiveness and consistency across operations. The trend towards digitalization is a significant driver of expansion within the software development industry, as highlighted in recent reports on maximizing returns from digital transformation and industry analyses.
Evolving traditional research and development into software development: PwC’s latest Global Innovation 1000 study examines the top 1,000 public companies investing significantly in research and development. The study highlights companies that are increasingly focused on strengthening their software and service offerings, driven by rapid advancements in software capabilities and the integration of embedded software and sensors into products. The widespread connectivity brought about by the Internet of Things and the availability of cloud-based data storage have further facilitated seamless connections between products, customers, and suppliers, enhancing the scope and impact of R&D efforts.
Social Media Management
Increased Social Media Adoption: Social media platforms continue to attract new users at a rapid pace, both individuals and businesses. As these platforms evolve and diversify, the need for efficient management tools becomes paramount. The sheer volume of content and interactions on platforms like Facebook, Instagram, Twitter, LinkedIn, TikTok, and newer entrants necessitates tools to streamline posting, engagement, and analytics.
Influencer Marketing: Influencer marketing has become a powerful strategy for brands struggling to connect with their target audience in today’s expansive digital media landscape. According to a research report by MarketsandMarkets, the global Influencer Marketing Platform Market surpassed $14.2 billion in 2024 and is projected to reach approximately $50.3 billion by the end of 2028, with a robust CAGR of 37.1% during the forecast period from 2024 to 2028. With the advancement of internet speed and the availability of low-cost streaming, the demand for video
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content is skyrocketing. Influencers are increasingly using video to reach out to their audiences. Influencers show their audience the latest trends in their niche and typically lead the charge when social network adds a new feature. Influencer marketing platform markets are increasingly posting video content across social platforms.
Data Analytics and Insights: Informed decision-making relies on data. Social media management tools offer comprehensive analytics and insights into audience demographics, engagement rates, reach, and conversion metrics. These insights enable businesses to fine-tune their content and targeting strategies for maximum impact.
Artificial Intelligence and Automation: AI-powered capabilities are increasingly integrated into social media management tools. These features include chatbots for customer service, content recommendation engines, and automated posting schedules, which enhance efficiency and campaign effectiveness. Artificial intelligence has lately been reshaping nearly every sector of the economy. It is behind emerging technologies such as robotics, the Internet of Things (IoT), big data and generative AI like ChatGPT and AI art generators. As reported by Forbes, approximately 44% of companies are interested in investing seriously in AI. In addition, IBM inventors received 2,300 AI-related patents in 2021.
Data Management and Analysis
Increase in Social Media Usage: Many businesses are increasingly relying on social media as their primary channel for various advertising campaigns, product promotions, and events due to its greater efficiency compared to traditional advertising methods. Furthermore, the proliferation of social media analytics is being driven by the growing popularity of internet-connected mobile devices such as smartphones and tablets, as well as the increasing number of users on social media platforms. Companies are leveraging both historical data regarding their past performances and current information about their customers, products, services, and operational processes to gain insights and identify historical trends and patterns. To analyze these patterns, uncover new business opportunities, and develop strategies based on recent insights, numerous industries have embraced business analytics software and solutions. This trend is expected to further fuel the expansion of the big data market, which, according to Precedence Research, is projected to exceed $393.35 billion by 2032, with a projected CAGR of 29.4% from 2023 to 2032.
Increasing Adoption of Digital Solutions across Industries: As reported by Fortune Business Insights, the growing adoption of digital solutions across business sectors, such as banking, healthcare, retail, agriculture, and telecom/media, significantly increase the amount of data generated. For example, AI brings a significant change in the agriculture sector’s risk management, precision farming, and pest control. Smart machines, soil sensors, and GPS-equipped tractors generate massive data sets. Big data analytics is applied to analyze huge data sets, such as advanced risk assessments, supply tracks, natural trends and ideal crops.
Energy and Utilities Sector to Grow Rapidly: According to a press release by GlobeNewswire, the energy and utilities sectors are rapidly evolving, driven by advanced technologies like Big Data and analytics. Companies like Halliburton are partnering with platforms such as Enverus to harness data analytics for operational improvements. The shift to alternative energy sources due to fossil fuel scarcity is spurring the need for advanced data tools to monitor and adapt to sources like solar and wind energy. Smart technologies are generating large datasets, emphasizing the importance of data quality for market growth. Many industry leaders are building in-house data analytics platforms, like Shell’s Shell.ai, to enhance operational efficiency by democratizing data analytics and AI.
Rental and Sale of Powerbank Charging Station
Increase in adoption of electronic devices: The increase in adoption of electronic devices can be linked to shifts in consumer lifestyles, which is expected to continue as a key driver for the global market. According to a research report by Grand View Research, the global power bank market was valued at $13.48 billion in 2022 and is expected to grow at a CAGR of 8.3% from 2023 to 2030. Additionally, power banks enable users to recharge various devices such as tablets, smartphones, and other USB-compatible media devices. Despite rapid technological advancements in tablets and smartphones, their batteries still have limited capacities, leading to a heightened demand for power banks. With the proliferation of smartphone applications, ranging from online shopping to food delivery, the inadequacy of their low-capacity batteries becomes apparent.
Increase in Travel and Tourism: According to a research report by Verified Market Research, the demand for power bank rental services is driven largely by the travel industry and related sectors. Portable charging solutions are crucial for travellers as they often encounter situations where access to conventional charging stations is limited.
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Urbanization and Commuting Patterns: Additionally, the report also highlights that portable charging solutions are reportedly especially vital in urban areas where residents have busy lifestyles and spend extended periods commuting. Power bank rental services can cater to the needs of urban dwellers.
Focus on Sustainable Solutions: Verified Market Research also notes that with an increasing emphasis on sustainability and reducing technological waste, consumers may prefer renting power banks over purchasing cheap chargers or using single-use disposable batteries. Embracing a more sustainable approach to meeting electricity needs can be facilitated through the adoption of rental services.
Market Challenge analysis
POS System Subscription & QR Ordering System Subscription
Data Security Concerns: While POS systems and QR ordering systems offer numerous advantages to retailers and businesses, there are potential challenges and associated risks. These include device malfunctions, phishing attempts, as well as vulnerabilities in software and networks. For instance, according to Verizon, financial gain was the motive behind 98% of POS data breaches in the hospitality industry in 2021. Such breaches not only result in data and financial loss but also impede market growth. Additionally, even within well-protected networks, securing individual devices is crucial. Therefore, according to a report by Fortune Business Insights, data breaches caused by insufficient security measures can hinder the growth of the market.
Budgetary concerns and issues: The considerable expenses linked with installing and maintaining sophisticated POS systems pose a significant hurdle. Introducing a new POS system or upgrading an existing one demands substantial investment in software licenses, hardware, training, and continuous support. According to a report by Market.US, this financial commitment can be especially daunting for small and medium-sized enterprises, making it difficult for them to afford a comprehensive POS solution.
Food Ordering Kiosk Machine with Screen
Customer frustration: Not everyone feels comfortable using technology like self-service kiosks. While Millennials generally handle these kiosks well, not all customer demographics share the same proficiency. Research suggests that 43% of shoppers would seek assistance from store staff when using self-service checkouts, implying that relying solely on self-service options might alienate certain customers. Additionally, as noted in a blog article from Lamasa Tech, even if a customer is tech-savvy, encountering system errors or malfunctions can still cause frustration.
Lack of human interaction: The Food Ordering Kiosk Machine’s implementation will notably decrease the level of human interaction within the business. For certain customers, engaging with a sales assistant directly may be preferred over using a kiosk, as they seek a more personalized experience. Lamasa Tech also mentioned in their blog article that 82% of consumers want more human interactions from brands. Consequently, the absence of this human touch in your business model may dissuade customers from revisiting and prompt them to opt for competitors offering more traditional face-to-face assistance.
Regular maintenance: Another potential obstacle arises from hardware and software failures, which are inevitable and can result in lost sales if kiosks malfunction during peak hours. Some customers may lack the patience to wait in line, leading to the risk of losing both immediate and return customers. To mitigate this issue, it is essential to establish a routine maintenance schedule for these kiosks. However, it’s important to note that maintenance costs for such systems can be steep due to their automated nature. Thus, as mentioned by EagleOwl, ensuring affordability entails consistently budgeting for hardware and software maintenance charges.
Software Development
Maintaining the Competitive Edge: One of the growing difficulties faced in the software industry is the need to sustain a competitive advantage. This is often due to the fast-paced and ever-changing technology landscape. In addition, there are many companies that offer similar products and services.
Shortage of Skilled Workforce: Finding qualified talents is one of the most significant challenges in software development for enterprises. This can prove to be challenging due to various reasons, including a scarcity of qualified workforce, the expense associated with recruitment, or the struggle to identify the ideal candidate.
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Limited infrastructure & resources: According to Estuate, another challenge faced by majority of software development companies is the insufficient availability of resources or IT infrastructure necessary for efficient project execution. This could mean a lack of high-performance software development tools, powerful computing platforms, inefficient data storage architectures or improper networks and connectivity. These limitations result in decreased productivity and performance of software development teams, ultimately impacting the overall outcome of projects.
Time limitations: Estuate also mentioned that software development is a time-game. Developers operate within demanding environments, aiming to fulfill project requirements within tight and limited timeframes. The constraints of time frequently hamper the efficiency of development teams and result in the delivery of subpar quality software products.
Social Media Management
Algorithm Changes: According to AIContentfy, social media platforms constantly refine their algorithms to enhance user experiences and engagement. However, these updates can dramatically affect the organic reach of businesses’ content. Frequent algorithm changes mean social media managers must maintain a keen eye on platform updates and adapt their strategies accordingly. Failing to do so can result in diminished visibility for a brand’s posts, making it crucial to stay agile and responsive in content planning and distribution.
Content Saturation: The immense volume of content generated on social media platforms daily has led to a phenomenon known as content saturation. This inundation makes it increasingly challenging for businesses to capture the attention of their target audience. Social media managers must focus on crafting compelling, relevant, and original content that resonates with their followers. This requires creativity, strategic planning, and a deep understanding of the audience’s preferences and behaviors, as reported by Synapse.
Data Privacy Regulations: Based on Digital Marketing Institute, the advent of data privacy regulations such as GDPR and CCPA has introduced stringent requirements regarding the collection, use, and protection of user data. This has made it more challenging for social media managers to access and utilize user data for personalized marketing campaigns. Compliance with these regulations is crucial to avoid legal consequences, necessitating a thorough understanding of data privacy laws and diligent adherence to best practices.
Influencer Marketing Challenges: While influencer marketing can yield significant benefits, it comes with a unique set of challenges. Identifying authentic influencers who align with a brand’s values, negotiating partnerships, measuring the impact of influencer campaigns, and maintaining a positive brand image in collaborations all require careful planning and execution. Social media managers must establish strong relationships with influencers and exercise due diligence in influencer selection and management, as mentioned by Unbox Social.
Data Management & Analytics
Growing security concerns: The technology raises serious security issues, including real-time security needs, safeguarding client data privacy, and ensuring overall system security. According to Precedence Research, the key issues demanding immediate attention include remote storage vulnerabilities, inadequate identity management practices, insufficient investments in system and network security, human errors, interconnected devices, and the security risks associated with IoT applications. Addressing these hurdles poses a considerable challenge for the company. Furthermore, the anticipated increase in data breaches and cyberattacks targeting customer data stored by various businesses is expected to hinder market growth.
Collecting meaningful data: With the abundant data available to businesses, the challenge lies in gathering meaningful insights efficiently. Employees often invest substantial time sifting through data, which can be overwhelming, and real-time sorting and analysis are often impractical, leading to inaccurate reports. An effective solution is the adoption of a suitable data analytics tool, which streamlines data collection, analysis, and real-time reporting, enhancing decision-making while reducing employee workload and boosting productivity, as stated by Pathstream. Complementing this, employee training in data utilization, whether through online programs or coaching workshops, ensures the workforce can maximize the benefits of data analytics.
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Data Analysis Skills Challenges: Another significant challenge businesses encounter is the shortage of professionals equipped with the necessary analytical skills. Without a deep understanding of interpreting diverse data sets, individuals may find their capacity to derive insights from data limited. Based on Pathstream, to address this challenge, organizations can explore two avenues: firstly, by recruiting talent with data analysis expertise, and secondly, by considering the adoption of user-friendly software solutions. Additionally, implementing training programs aimed at equipping employees, especially those handling data, with the most current data analysis skills is crucial for overcoming this hurdle.
Powerbank Charging Station
Limited Knowledge: One significant obstacle could be the lack of awareness among potential customers regarding the benefits and availability of power bank rental services. Adoption rates may be hindered if customers are not informed about the accessibility and simplicity of such services. Users who opt for rental power banks might harbor concerns about the safety and security of their devices. Customers may hesitate to utilize these services if they have apprehensions about data security or the risk of damaging their electronics while charging, as mentioned by Verified Market Research.
Costs associated with maintenance and upkeep: According to Verified Market Research, rental service providers may face additional costs associated with managing and maintaining a fleet of power banks. Ensuring regular maintenance, replacing malfunctioning equipment, and ensuring a sufficient supply of operational devices can all be costly endeavors. Moreover, the need to constantly monitor inventory levels and address logistical challenges such as distribution and collection of power banks further adds to the operational expenses of rental service providers.
Charging Compatibility: The operational challenges for power bank rental services are compounded by the diverse range of charging ports and cable types found in various devices. Ensuring compatibility with a wide array of devices requires careful logistical planning and investment in inventory management systems. Failure to accommodate this diversity could undermine the appeal of the service, potentially leading to dissatisfaction among users who encounter compatibility issues, as reported by Verified Market Research. As a result, rental service providers must prioritize strategies to address this challenge effectively to maintain the service’s relevance and utility for customers.
Competition Overview
The markets in which we compete are competitive and evolving rapidly. We compete on the basis of several factors, including:
• Providing an end-to-end software and financial technology platform specifically designed to meet the existing and future technology needs of prospective customers, which includes comprehensive partner ecosystem integrations;
• Ensuring product performance, flexibility, ease of use, security, scalability, and reliability;
• Maintaining brand recognition, reputation, and ensuring high levels of customer satisfaction;
• Offering quality support and professional services, including efficient onboarding of prospective customers;
• Ability to operate and support all specified geographic markets effectively; and
• Seamless integration of systems at low costs to provide crucial data insights.
We believe that we compete favorably with respect to these factors. We also believe that some of our competitors may be better funded or better connected than us. Nonetheless, we believe that we are well positioned to compete in the industry because of (i) our strong and stable relationships with our suppliers and customers, (ii) our experienced management team, (iii) our products are able to provide comprehensive and customizable solutions for our customers and because (iv) we also offer auxiliary services which add value to our customers.
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BUSINESS
Overview
Our business was originally incorporated in Malaysia in 2018, and is principally involved in the provision of customizable software solutions encompassing several types of software such as a smart ordering system, Speed +, which is a smart solutions application software for the food and beverage industry. The Speed+ software is installed onto our existing Point of Sale (POS) machines, which are sourced from third-party suppliers. These POS machines, equipped with Speed+, are then leased to clients, providing a seamless and integrated solution for efficient order management and transaction processing. We also offer customizable software and application development for table ordering, QR ordering and self-service kiosk ordering. For the years ended December 31, 2022 and December 31, 2023, the provision of the Speed+ smart ordering system, QR Ordering system subscription (both under subscription services) contributed 10.22% and 12.31% of our revenue, respectively, while the provision of software development services contributed to 19.10% and 9.79% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, the provision of the Speed+ smart ordering system, QR Ordering system subscription (both under subscription services) contributed 19.89% and 33.03% of our revenue, respectively, while the provision of software development services contributed to 13.75% and 16.43% of our revenue, respectively.
Our products and services such as our smart ordering system, Speed +, as well as any software and application development for table ordering, QR ordering and self-service kiosk ordering, are marketed to the bulk of our customers in Malaysia, who belong to the food and beverage (“F&B”) industry. However, the customizable nature of our software and application development services which further extends to customer relationship management and invoicing software is offered to businesses across different industries, with a focus on F&B but also extending to other industries such as Geotechnology, beauty products and property consulting.
Apart from our product, Speed+, we also sell food ordering kiosk machines designed to improve the dining experience for both customers and businesses. These kiosk solutions combine innovative technology with user-friendly interfaces, allowing patrons to effortlessly browse menus, customize orders, and make secure payments. They are designed to improve efficiency, reduce labor costs, and gather valuable data on customer preferences and ordering patterns. For the years ended December 31, 2022 and December 31, 2023, the sale of food ordering kiosk machines contributed 16.12% and 25.29% of our revenue, respectively. For the six months period ended June 30, 2024, the sale of food ordering kiosk machines contributed 14.92% of our revenue.
Beyond the F&B industry, we serve a broader clientele as a trusted partner. Our software development services showcase our commitment to understanding and addressing the unique needs of our clients. Our experienced software development team creates tailored solutions, often starting with a comprehensive software development blueprint in the form of a white paper. Whether it involves developing applications or addressing complex software development projects, our in-house programmers bring over a combined 14 years of experience and expertise. For specialized or complex projects, we collaborate with trusted outsourcing partners to ensure our clients have access to the right skills and resources.
In a digital age where social media plays a crucial role in brand presence, we offer social media management services. Responsible for overseeing the social media accounts of Key Opinion Leaders (KOLs) and influencers, we attempt to ensure that these digital influencers maintain a current and engaging online presence. By leveraging data analysis, including demographic data, comments, post likes, and other metrics, we fine-tune content strategies in order to obtain the maximum impact. For the years ended December 31, 2022 and December 31, 2023, our social media management services contributed 11.98% and 9.50% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, our social media management services contributed 21.25% and 9.54% of our revenue, respectively.
We further provide additional products and services through the sale of power-bank charging stations through our majority owned subsidiary, CL Technologies. Recognizing the trend in demand for portable power-bank charging for mobile devices, we have developed additional expertise in providing power-bank charging stations across 300 locations in Malaysia, working with shopping malls, parks and other public areas. For the years ended December 31, 2022 and December 31, 2023, the sale of power-bank charging stations through its majority owned subsidiary, CL Technologies, contributed 12.45% and 23.44% of our revenue, respectively. For the six months period ended June 30, 2024, the sale of power-bank charging stations through its majority owned subsidiary, CL Technologies, contributed 13.34% of our revenue.
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Our expertise extends beyond software development. We also offer a comprehensive data management service. By efficiently handling clients’ incoming raw data, including tasks like sorting, filtering, and reorganizing data within servers, we help clients easily access the information they need, streamlining their operations and decision-making. For the years ended December 31, 2022 and December 31, 2023, our data management services contributed 20.98% and 15.62% of our revenue, respectively. For the six months period ended June 30, 2023 and June 30, 2024, our data management services contributed 28.47% and 12.74% of our revenue, respectively.
For the year ended December 31, 2023, business in Malaysia contributed to 100% of our Group’s revenue. We also believe that our financial results reflect our strong market position. For the year ended December 31, 2022, our revenue was RM13,000,026 (USD2,832,744), and our net profit was RM2,363,584 (USD515,032). For the year ended December 31, 2023, our revenue was RM29,280,649 (USD6,380,339), and our net profit was RM4,656,301 (USD1,014,622). This is a growth of 125.24% in revenue and 97.00% in net profit respectively. The cost of sales increased from RM7,959,225 (USD1,734,036) in the year ended December 31, 2022 to RM21,112,777 (USD4,600,536) in year ended December 31, 2023. For the six months period ended June 30, 2023, our revenue was RM7,104,161 (USD1,506,012), and our net loss was RM917,279 (USD194,454). For the six months period ended June 30, 2024, our revenue was RM19,655,442 (USD4,166,761), and our net profit was RM1,922,099 (USD407,466). This is a growth of 176.68% in revenue and 309.54% in net profit respectively. The cost of sales increased from RM6,875,096 (USD1,457,452) in the six months period ended June 30, 2023 to RM16,167,137 (USD3,427,273) in the six months period ended June 30, 2024.
Our Products and Services
For the year ended December 31, 2023, our top 3 categories of sales were food ordering kiosk with screen, power bank charging station and data management & analysis services, which accounted for RM7,405,006 (USD1,613,572), RM6,864,566 (USD1,495,809), and RM4,574,481 (USD996,793) respectively.
The diagrams below illustrate the suite of solutions which we currently offer.
Speed+ Solution:
Our company has developed the Speed+ “Smart Mobile Ordering” System, which is a user-friendly, cloud-based solution that allows customers to manage their business from anywhere with internet access. It offers integrated software and hardware features with a monthly subscription, eliminating the need for high investment and complex installations. At less than RM5 per day, it provides a cost-effective solution for the F&B industry to improve their technology environment, reduce human error, and enhance daily operations. This positions Speed+ to continue to grow business in the F&B market.
The Speed+ system is a comprehensive solution for businesses, offering a range of features including Store, Table, Item, Category, Device, POS, Printer, Order, Staff Management, and Admin and Manager Settings. It provides various products such as the “Smart Ordering System”, “QR Code Table Ordering System”, “Ordering & E-Payment Solutions”, “Light version Delivery Order System”, and “Self Ordering Kiosk Machine & Software”. Additionally, it offers customized software application development. This cloud-based system allows users to manage their business from anywhere, making it a cost-effective and efficient solution for the F&B industry.
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Software Consultation and Development Services
Our Company also provides software consultation and development services, which includes developing office management and customized application software. To start, we usually consult with our customers to ensure that their requirements and needs are understood and addressed, before proposing various solutions based on the consultation. For our customized application software, we can provide customized corporate application development with an associated dedicated server set-up, with features such as remote access to data storage and corporate management. Regarding our office management software, we also develop server storage and firewall infrastructure, software security, PHP web-based back-end development, and app-based front-end development. Our various options and features allow us to provide customized solutions to accurately address our customers’ requirements.
Data Management and Analysis Services
Additionally, our Company provides data management and analysis services for various customers, which includes the processing of data in accordance with the appropriate technical and organizational measures to ensure minimal security risks. Our job scope usually entails raster data editing, modifying images that are composed of pixels to specific resolutions to meet our customer’s requirements. This involves generating, modifying, and creating natural color metadata to produce an image with seamless color balance, while ensuring that the image is in the specific format requested by our customers.
Functionality Testing, Inspection of Equipment and Quality Control
Our company has established a quality control and assurance system for our technological solutions. We define specific criteria to determine quality benchmarks, while also implementing weekly ‘stress tests’ on our products and technological solutions to help identify defects, deviations from quality standards, and any need for corrective actions. Additionally, we also train our employees on quality standards, procedures, and best practices, to ensure that team members understand their roles in maintaining the highest standards set by our Company.
In selecting our suppliers, we also evaluate and select reliable suppliers with a proven track record in the market who can meet our quality standards, while continuing to monitor their performance throughout the duration of our contracts with them. Lastly, we have also implemented feedback loops for continuous improvement, collecting feedback from our customers, employees and stakeholders to identify areas of improvement, and ensuring that changes are made to maintain our quality standards.
Our Customers
Our customers can be categorized into two groups, (i) direct customers, who purchase our technological solutions directly from us and (ii) distributors and resellers, who procure our technological solutions from us for resale to end user customers. Our end user customers operate in various industries which range from retail shops in both online and offline formats, small and medium enterprises, and large corporate clients. Our customers who are distributors and resellers usually specialize in software distribution, with large networks of customers with varying backgrounds, while further possessing experience which we can learn from through obtaining their feedback. Our company places great emphasis on customer satisfaction, as we believe that this is the cornerstone of successful businesses, directly impacting loyalty, repeat business, and overall company reputation.
Our customers include both enterprises and individuals. We have derived a substantial portion of our revenue from sales to a limited number of customers. For the years ended December 31 2022 and 2023, our top five customers accounted for 75.82% and 66.30% of our total revenue, respectively, with 3 customers comprising 15.72%, 14.81% and 29.56% for the year ended December 31, 2022, and 16.80%, 17.00% and 13.66% for the year ended December 31, 2023.
Although we continually seek to diversify our customer base, we cannot assure you that the proportion of revenue contribution from our major customers to our total revenue will decrease in the future. Dependence on a limited number of major customers to our total revenue exposes us to risks of substantial losses if any of them reduces or ceases business collaboration with us. Specifically, any one of the following events, among others, may cause material fluctuations or declines in our revenue, and have a material and adverse effect on our business, results of operations, financial condition and prospects.
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Material agreements with customers
As of the date of this prospectus, we have entered into the following material contracts with our top three customers below:
(a) Data Management Service Agreement, Social Media Management Agreement, Food Ordering Kiosk Agreement and Software Development Agreement with Customer B
I. Data Management Agreement dated January 2, 2023 with Customer B
Customer B engaged Sagtec for the processing and management of personal data in accordance with the requirements of General Data Protection Regulations. The Data Management Agreement is on an invoice basis and does not specify the term or duration of the Data Management Agreement. The material terms of the contract are as follows:
i. Responsibilities: Sagtec will provide the relevant data management and processing services in accordance with ongoing applicable Data Protection Laws in the processing of personal data and will take responsible measures to ensure that any employees, agents or contractors of Sagtec who have access to personal data will comply in a similar manner as Sagtec with any ongoing applicable Data Protection Laws.
ii. Data Security and Subprocessing: Sagtec will implement appropriate technical and organisational measures to ensure a level of security appropriate to mitigate security risks, while also establishing processes to remedy any data breach. Sagtec will not disclose any personal data to any third party subprocessor unless authorised by Customer B.
iii. Data Breach: In the event of a data breach, Sagtec will inform Customer B of the breach without any undue delay and will provide Customer B with sufficient information for its reporting obligations.
iv. Termination: Either party may terminate the Agreement with 7 days of written notice with cause, in the event the cause of the breach cannot be remedied. Either party may terminate the Agreement in the event of insolvency or bankruptcy. In the event of termination, Sagtec shall delete all copies of personal data within 10 business days of cessation of services.
II. Social Media Management Agreement dated January 2, 2023 with Customer B
Customer B engaged Sagtec to provide social media management services. The Social Media Management Agreement is on an invoice basis and does not specify the term or duration of the Social Media Management Agreement. The material terms of the contract are as follows:
i. Scope of Work: Sagtec shall schedule and post content provided by Customer B to Customer B’s social media channels including those on Facebook, Instagram, LinkedIn, Tiktok, Twitter, Google and Youtube and Sagtec is responsible for:
• Social media engagements such as replying to comments, voting polls and direct messages.
• Social media monitoring of activities, mentions and conversations around Customer B and Customer B’sbrand, products and services.
• Promoting blogposts and analyzing social media reports and results from campaigns.
ii. Copyright and Intellectual Property: All content created by Sagtec including social media posts, blog posts, designs, videos and images shall be owned by Customer B.
iii. Termination: Either party may terminate the Agreement with 7 days of written notice in the event of a breach of terms of the agreement. Upon termination, Sagtec agrees to finish all pending works, projects or assignments given to the Company by Sagtec and permanently delete all information or programs related to Customer B.
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III. Software Development Agreement dated December 27, 2022 with Customer B
Customer B engaged CL Technologies to develop office management software. The key terms of the contract are as follows:
i. Scope of Work and Duration: The duration of the contract is effective from the date of signature till satisfactory project completion. Any additional work outside the original scope will require a formal change request with a detailed description of requested changes. CL Technologies is responsible for:
• Design and development of the software according to milestones
• Performing multiple testing for quality assurance
• Providing implementation support and training sessions after delivery
• Providing regular process updates and milestone reports
• Providing 30 days of post-delivery maintenance and support
ii. Intellectual Property: All rights, titles, and IP rights will be transferred to Customer B upon full payment, with CL Technologies retaining the right to showcase the software for portfolio/marketing purposes. Customer B will also receive a perpetual, non-exclusive license for internal use and the source code upon final payment, with the right to modify and enhance the software independently.
iii. Warranty and Support: CL Technologies warrants that the software will operate in accordance with required specifications and will provide a 30-day bug fix period after final delivery where prompt fixes and updates will be made to any report bugs or issues, provided that the description of the bugs contain sufficient information.
iv. Termination: Either party can terminate for convenience upon 7 days written notice, while immediate termination is allowed for material breaches including confidentiality breaches, payment failures and intellectual property violations. Upon termination, if Customer B terminates, CL Technologies must refund unearned fees for work not performed, while if CL Technologies terminates, Customer B must pay for all completed work and expenses. After termination, Customer B is obliged to return all deliverables, documentation, and materials, and cannot retain copies of any materials.
IV. Food Ordering Kiosk Invoice dated December 12, 2023 with Customer B
For Food Ordering Kiosk invoices, Sagtec engages with each customer on an invoice basis to provide food ordering kiosks according to the customer’s specifications with a warranty period of 18 months, with cash on delivery terms.
(b) Food Ordering Kiosk Agreement, Power Bank Charging Station Agreement, Speed + Mobile QR Ordering System Agreement and Software Development Agreement with Customer C
I. Food Ordering Kiosk Invoice dated July 19, 2023 with Customer C
For Food Ordering Kiosk invoices, Sagtec engages with each customer on an invoice basis to provide food ordering kiosks according to the customer’s specifications with a warranty period of 18 months, with cash on delivery terms.
II. Powerbank Charging Station Invoice dated December 5, 2023 with Customer C
For Powerbank Charging Station invoices, CL Technologies engages with each customer on an invoice basis to provide powerbank charging stations according to the customer’s specifications, with cash on delivery terms. There is no underlying contract between the Company and Customer C, and all orders are done on an invoice basis with no specified term or duration.
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III. Software Development Agreement dated July 20, 2023 with Customer C
Customer C engaged Sagtec to develop office management software. The key terms of the contract are as follows:
i. Scope of Work and Duration: The duration of the contract is effective from the date of signature till satisfactory project completion. Any additional work outside the original scope will require a formal change request with a detailed description of requested changes. Sagtec is responsible for:
• Design and development of the software according to milestones
• Performing multiple testing for quality assurance
• Providing implementation support and training sessions after delivery
• Providing regular process updates and milestone reports
• Providing 30 days of post-delivery maintenance and support
ii. Intellectual Property: All rights, titles, and IP rights will be transferred to Customer C upon full payment, with Sagtec retaining the right to showcase the software for portfolio/marketing purposes. Customer C will also receive a perpetual, non-exclusive license for internal use and the source code upon final payment, with the right to modify and enhance the software independently.
iii. Warranty and Support: Sagtec warrants that the software will operate in accordance with required specifications and will provide a 30-day bug fix period after final delivery where prompt fixes and updates will be made to any report bugs or issues, provided that the description of the bugs contain sufficient information.
iv. Termination: Either party can terminate for convenience upon 7 days written notice, while immediate termination is allowed for material breaches including confidentiality breaches, payment failures and intellectual property violations. Upon termination, if Customer C terminates, Sagtec must refund unearned fees for work not performed, while if Sagtec terminates, Customer C must pay for all completed work and expenses. After termination, Customer C is obliged to return all deliverables, documentation, and materials, and cannot retain copies of any materials.
IV. Speed + Mobile QR Ordering System Invoice dated July 16, 2023 with Customer C
For Speed + Mobile QR Ordering System invoices, Sagtec engages with each customer on an invoice basis to provide Speed + Mobile QR Ordering Systems according to the customer’s specifications, with cash on delivery terms.
(c) Power Bank Charging Invoice dated August 15, 2023 with Customer D
I. Powerbank Charging Station Invoice dated August 15, 2023 with Customer D
For Powerbank Charging Station invoices, CL Technologies engages with each customer on an invoice basis to provide powerbank charging stations according to the customer’s specifications, with cash on delivery terms. There is no underlying contract between the Company and Customer D, and all orders are done on an invoice basis with no specified term or duration.
In summary, our contracts for the provision of our products and services contain standard terms providing for the responsibilities of each party, confidentiality and data protection clauses, as well as clauses which provide for when termination rights of each party will arise. For example, our data management contracts contain terms which provide for the necessary technical and organizational security measures, while implementing procedures targeted at risks associated with data breaches, while our social media management contracts contain terms providing for the scheduling and posting of content to our customers’ social media channels, as well as providing social media engagement, monitoring and analysis services.
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Our Suppliers
Our suppliers are vendors who provide us with Point of Sale (POS) machines, which we install our Speed+ software prior to leasing to our clients. We place great importance in supplier selection, ensuring that we receive reliable equipment and constant access for troubleshooting potential hardware issues. For the year ended December 31, 2022, one vendor accounted for 44.05% of our cost of sales, and for the year ended December 31, 2023, two vendors accounted for 25.84% and 34.69% of our cost of sales.
Although we continually seek to diversify our supplier base, we cannot assure you that we will be able to source for suppliers who are able to provide comparable products at a similar cost. Should any of our suppliers reduce or cease business collaboration with us, this may cause material fluctuations or declines in our revenue and have a material and adverse effect on our business, results of operations, financial condition and prospects.
Material agreements with suppliers
As of the date of this prospectus, we have entered into the following material contracts with our top two suppliers and their projects:
(a) Product Sales Agreement with Supplier A dated March 1, 2022
Sagtec entered into a Product Sales Agreement with Supplier A for the purchase of servers and food ordering kiosk machines. The Product Sales Agreement does not specify the term or duration of the Product Sales Agreement. The key terms of the contracts are as follows:
i. Delivery: Full payment from Sagtec is required upon delivery and for title to be transferred, with an invoice being provided upon delivery. Upon shipment of the products, all risk will be transferred to Sagtec.
ii. Disclaimer of Warranties: Products are sold ‘as-is’ and all warranties are disclaimed, whether express or implied.
iii. Default: The following occurrences shall constitute a default after 7 days written notice from Supplier A to Sagtec, and Supplier A is entitled to pursue all remedies in law and/or in equity. The Agreement is not subject to cancellation unless by mutual written agreement by the parties.
• Failure to perform obligations
• Customer bankruptcy/insolvency
• Failure to pay amounts due
iv. Termination: Should Sagtec use the product for any other reason than as specified under the Product Sales Agreement, the Product Sales Agreement will be null and void, and Sagtec’s right to use the product will cease immediately without any action from Supplier A.
(b) Product Sales Agreement with Supplier A dated April 1, 2022
CL Technologies entered into a Product Sales Agreement with Supplier A for the purchase of servers and power bank charging stations. The Product Sales Agreement does not specify the term or duration of the Product Sales Agreement. The key terms of the contracts are as follows:
i. Delivery: Full payment from CL Technologies is required upon delivery and for title to be transferred, with an invoice being provided upon delivery. Upon shipment of the products, all risk will be transferred to CL Technologies.
ii. Disclaimer of Warranties: Products are sold ‘as-is’ and all warranties are disclaimed, whether express or implied.
iii. Default: The following occurrences shall constitute a default after 7 days written notice from Supplier A to CL Technologies, and Supplier A is entitled to pursue all remedies in law and/or in equity. The Agreement is not subject to cancellation unless by mutual written agreement by the parties.
• Failure to perform obligations
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• Customer bankruptcy/insolvency
• Failure to pay amounts due
iv. Termination: Should Sagtec use the product for any other reason than as specified under the Product Sales Agreement, the Product Sales Agreement will be null and void, and Sagtec’s right to use the product will cease immediately without any action from Supplier A.
(c) Sales Agreements with Supplier B dated April 1, 2021
CL Technologies entered into a Sales Agreement with Supplier B for the purchase of powerbank charging stations and servers. The Sales Agreement does not specify the term or duration of the Sales Agreement. The key terms of the contracts are as follows:
i. Delivery: Supplier B will deliver the goods to CL Technologies’s office address. Delivery is deemed accepted upon CL Technologies’s acceptance. Supplier B will provide an invoice at delivery. CL Technologies must pay in full before delivery but can inspect goods upon delivery. If unacceptable, CL Technologies must reject the goods within 5 business days. Title to the goods remains with Supplier B until CL Technologies accepts delivery. Risk of loss remains with Supplier B, who must maintain insurance on the goods until CL Technologies accepts delivery.
ii. Disclaimer of Warranties: Products are sold ‘as-is’ and all warranties are disclaimed, whether express or implied.
iii. Excuse for Delay or Failure to Perform: Supplier B is not liable for delays or failure to perform due to reasons beyond their control (e.g., labor disputes, transportation issues, material shortages, accidents, Acts of God). In such an event, Supplier B must notify CL Technologies immediately if unable to deliver as promised. Either party can terminate the agreement in such cases.
iv. Termination and Dispute Resolution: Either party can terminate the agreement at any time with written notice. CL Technologies is responsible for payment of goods delivered and accepted up to the termination date. Neither party is liable for indirect or consequential damages (e.g., lost profits, revenue, or business) resulting from the agreement, unless caused by negligence or breach. In case of a dispute, CL Technologies’s sole remedy is the purchase price of the defective goods plus shipping costs.
(d) Sales Agreement with Supplier B dated July 1, 2021
Sagtec entered into a Sales Agreement with Supplier B for the purchase of food ordering kiosk machines and servers. The Sales Agreement does not specify the term or duration of the Sales Agreement. The key terms of the contract are as follows:
i. Delivery: Supplier B will deliver the goods to Sagtec’s office address. Delivery is deemed accepted upon Sagtec’s acceptance. Supplier B will provide an invoice at delivery. Sagtec must pay in full before delivery, but can inspect goods upon delivery. If unacceptable, Sagtec must reject the goods within 5 business days. Title to the goods remains with Supplier B until Sagtec accepts delivery. Risk of loss remains with Supplier B, who must maintain insurance on the goods until Sagtec accepts delivery.
ii. Disclaimer of Warranties: Products are sold ‘as-is’ and all warranties are disclaimed, whether express or implied.
iii. Excuse for Delay or Failure to Perform: Supplier B is not liable for delays or failure to perform due to reasons beyond their control (e.g., labor disputes, transportation issues, material shortages, accidents, Acts of God). In such an event, Supplier B must notify Sagtec immediately if unable to deliver as promised. Either party can terminate the agreement in such cases.
iv. Termination and Dispute Resolution: Either party can terminate the agreement at any time with written notice. Sagtec is responsible for payment of goods delivered and accepted up to the termination date. Neither party is liable for indirect or consequential damages (e.g., lost profits, revenue, or business) resulting from the agreement, unless caused by negligence or breach. In case of a dispute, Sagtec’s sole remedy is the purchase price of the defective goods plus shipping costs.
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Sales and Marketing
Our sales and marketing team consists of 14 full-time employees based in Malaysia. Our Executive Director, Chairman and Chief Executive Officer, Mr. Ng Chen Lok, and our Chief Operations Officer, Loong Xin Yee, oversee our sales and marketing department. We believe that we have a dedicated sales and marketing team providing top notch services to customers in Malaysia. The sales team consists of staff who specialize in understanding our customer’s requirements and needs, as well as understanding how our solutions and products address said requirements and needs, with of our staff members possessing more than ten years of experience in the sales industry.
We promote our platform and enhance brand awareness through both online and offline branding and business development initiatives. We take part in major exhibitions in Malaysia to showcase our range of technological solutions such as the Malaysia Technology Expo, the Hong Kong World Trade Fair, and TECHSPO Dubai, among others. One of our other key channels for marketing is through word-of-mouth referrals from our existing customers and business contacts. We believe that our high-quality sales staff services result in strong word-of-mouth referrals and positive customer reviews, which increase customer awareness of our brand. As We intend to continue to invest resources in our marketing efforts.
Sales Process Flow
The process flow pertaining to our sales business activities can be described as follows:
Purchase of Self Food Ordering Kiosk Machines and general hardware from suppliers
Mr. Ng Chen Lok, our Executive Director, Chairman and Chief Executive Officer’s wide network of contacts has allowed us to build a reputation and rapport with a network of trusted suppliers from around the region. Our suppliers constantly update us with information on product availability in the market. Our suppliers will typically provide us with digital photographs of the available equipment for sale. Subject to expected demand for the equipment, our sales team further negotiates sales terms with our suppliers before committing to purchases.
Customer Inquiries for Software and System purchases
Through our commitment to deliver quality technological software solutions which are customizable based on our customer’s needs, we have firmly established ourselves as a preferred supplier of technological software solutions to our customers. Our new customers are generally derived from referrals from our existing customers and through online inquiries/. Customers also sometimes approach us with inquiries whenever they need to upgrade their technological software solutions for their projects. Subject to acceptable sales terms, our customers enter into sales agreements confirming their purchase of technological software solutions with us.
Competitive Strengths
We have strong and stable relationships with our suppliers and customers
Since the inception of our business in 2018, we have developed stable relationships with our key suppliers and customers in each region we serve. We have strived to maintain stable business relationships with our major customers. For the years ended December 31, 2022 and 2023, our top five customers accounted for 75.82% and 66.30% of total revenue respectively and three of our top five customers have done business with us for more than three years.
We have an experienced management team
We have an experienced management team, led by Mr. Ng Chen Lok, our Executive Director, Chairman and Chief Executive Officer, who has been instrumental in spearheading the growth of our Group. Mr. Ng Chen Lok has over 10 years of experience in the software development industry in Malaysia and is primarily responsible for the planning and execution of our Group’s business strategies and managing our Group’s customer relationships. Our Group is also supported by an experienced management team with over 10 years of experience in the software development industry. For more information, please see the section titled “Management — Executive Directors and Officers.”
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Our product, Speed +, provides comprehensive and customizable solutions for our customers
As a software company, we eschew the traditional cons associated with software sales, such as expensive software purchases, high upfront costs for hardware, a lack of updates for purchased software, and limited flexibility to cater to business needs. Instead, our product, Speed+, offers a comprehensive all-in-one solution for our customers, through our subscription-based model, which is both affordable and simple to install and operate. Benefits include cloud-based software with regular updates provided to our customers, bundling hardware devices pre-installed with our software into our subscription package, as well as customizable features which allow our customers to choose and pay for the features which they require, reducing costs. Further, we offer a flexible and cost-effective payment option via our subscription-based model, allowing our customers to pay either monthly or yearly, limiting upfront costs incurred by our customers and reducing the barrier to entry to utilize our services.
We also offer related services, making our company a one-stop solution for their information technology requirements.
Recognizing our customers’ requirements, we also provide auxiliary services such as customizable software development solutions ranging from web to mobile applications, data analytics services which are designed to process and analyze data effectively, catering to various needs, with a specialty in topographic data feature extraction services. We also offer social media management and server management services, which focus on enhancing our customers’ brand visibility and the seamless operation of our customers’ IT infrastructure respectively.
Real Property
A description of the Company’s leased real properties is below:
|
Location
|
|
Usage
|
|
Lease Period
|
|
Rent (per month)
|
|
Approximate area
|
|
No. 43-1 & 43-2,
Jalan Besar Kepong
52100, Kuala Lumpur
|
|
Office Use
|
|
June 1, 2023, to May 31, 2025
|
|
RM2,400/month
|
|
300 square meters
|
|
No. 83-1, Jalan
Kepong 52100, Kuala
Lumpur
|
|
Office Use
|
|
April 1, 2023, to March 31 2025
|
|
RM1,600/month
|
|
140 square meters
|
As of the date of this prospectus, the Company does not own any real property and intends to renew its current leases prior to expiration, and in the long term going forward.
Impact of COVID-19 on our business and operations
Malaysia Restriction of Movement Order Regulations
To help counter the transmission of COVID-19, the government of Malaysia initiated movement control orders (“MCO”) with the first effective from March 18, 2020. The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia. The first MCO was extended three times, each for a two-weeks period, until May 12, 2020. On May 13, 2020, the MCO was eased to the conditional MCO (“CMCO”) phase where most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the Government of Malaysia. The CMCO was further relaxed, and on June 8, 2020, Malaysia moved into the recovery MCO (“RMCO”) phase. Due to a resurgence of COVID-19, the CMCO was reimposed in the states of Sabah, Selangor, Kuala Lumpur and Putrajaya effective from October 14, 2020. On November 7, 2020, the CMCO was extended to a wider geographical area to include another six states in the country. Effectively, ten of thirteen states in Malaysia were placed under CMCO with the exceptions of Perlis, Pahang and Kelantan. On January 1, 2021, the Government of Malaysia extended the RMCO through March 31, 2021. On May 12, 2021, Malaysia was again put under a full lockdown nationwide, until the earlier of (i) daily COVID-19 cases infection in the country fell below 4,000; (ii) intensive care unit or ICU, wards started operating at a moderate level; or (iii) 10% of the Malaysian population was fully vaccinated. The country was administering over 400,000 doses of COVID-19 vaccines daily. On July 17, 2021, the full lockdown was slightly eased as 13.9% of the Malaysian population was fully vaccinated,
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with another 30% having received at least one dose of the vaccine. As of March 2022, Malaysia stood at position 26 as the country with the highest COVID-19 cases as recorded under the coronavirus statistics of the “worldometer”. Total COVID-19 cases in Malaysia hit approximately 3.6 million and associated fatality of 33,228.
Impact on our Group
The introduction of COVID-19 imposed restrictions at each stage of pandemic due to travel restrictions and temporary closures of stores and facilities affecting our business as we could not meet potential customers, as well as facing an initial fall in demand for our products due to some food and beverage (F&B) stores ceasing to operate. However, the Company adapted to the restrictions by focusing on food delivery POS systems, which helped to increase our sales as small and medium F&B stores sought help from us to keep up with increasing digital online orders. Additionally, the increase in online retail sales and live-selling platforms during the pandemic allowed the Company to focus on its software development business, which targeted supporting online sales platforms, helping the growth of our business.
Control Measures
We have also adopted control measures to protect our employees, workers and customers from outbreaks of infectious diseases, which are in line with the advisories issued on best practices to be adopted by workplaces in Malaysia, such as requiring our staff who interact with our customers to wear personal protective equipment (such as face masks and gloves), and monitoring the stock of personal protection equipment for our staff and workers.
If any of our staff is suspected or confirmed to have contracted COVID-19, we may have to temporarily suspend our operations and quarantine the affected staff, disinfect the affected facilities and reallocate manpower as appropriate. We will continue to work closely with our customers to ensure that the impact of any such incidents which may occur due to unforeseen circumstances is minimized to its fullest extent, and implement our business contingency plans as outlined above in mutual agreement with our customers.
Licenses, Permits And Registrations
The following licenses and registrations are material for our Group’s operations in Malaysia:
|
Description
|
|
Issuing Authority
|
|
Expiry Date
|
|
Issued to
|
|
Certificate of Incorporation of Private Company
|
|
Companies
Commission of
Malaysia
|
|
N.A
|
|
Signage Alliance
Group Sdn Bhd
(1283508-P)
|
|
Certificate of Incorporation of Private Company
|
|
Companies
Commission of
Malaysia
|
|
N.A
|
|
CL Technologies (International) Sdn Bhd 201901005005 (1314332-U)
|
Intellectual Property
Our Group’s intellectual property rights are important to its business. As of the date of this prospectus, the Group has registered the following domain names:
|
Domain Name
|
|
Registered Owner
|
|
Registration Date
|
|
Expiry Date
|
|
www.sagtec-global.com
|
|
Sagtec Group Sdn Bhd
|
|
September 26, 2023
|
|
August 27, 2026
|
|
www.cltech-intl.com
|
|
Sagtec Group Sdn Bhd
|
|
November 14, 2023
|
|
November 14, 2024
|
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We were not involved in any proceedings with regard to, and we have not received notice of any claims of infringement of, any intellectual property rights that may be threatened or pending, in which we may be involved either as a claimant or respondent.
Research and Development
Our dedicated Research and Development (R&D) team drives innovation in the development of cutting-edge Point of Sales (POS) systems and other software products. With a focus on harnessing emerging technologies and industry trends, our R&D efforts are committed to continuously enhancing user experiences, optimizing operational efficiency, and staying ahead in a competitive market landscape. Through rigorous experimentation, iterative design processes, and collaboration with industry experts, we consistently deliver groundbreaking solutions that empower businesses to thrive in the digital era.
Employees
We employed 22 people as of the date of this prospectus, who were all located in Malaysia.
The following table sets forth the breakdown of our full-time employees:
|
Function
|
|
As of
December 31,
2021
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
the date of
this prospectus
Number of
employees
|
|
Management
|
|
1
|
|
1
|
|
4
|
|
4
|
|
Finance
|
|
1
|
|
1
|
|
1
|
|
1
|
|
Human Resource
|
|
0
|
|
1
|
|
1
|
|
1
|
|
IT
|
|
2
|
|
3
|
|
3
|
|
3
|
|
Sales & Marketing
|
|
6
|
|
12
|
|
12
|
|
8
|
|
Operations
|
|
2
|
|
2
|
|
3
|
|
2
|
|
Total
|
|
12
|
|
20
|
|
24
|
|
22
|
Our employees are not covered by collective bargaining agreements. We consider our labor practices and employee relations to be good.
Insurance
We carry occupational injury and medical insurance for our employees, in compliance with applicable regulations. We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Malaysia and in the markets in which we operate.
Litigation and Other Legal Proceedings
We and our subsidiaries have been and may from time to time be involved in various legal proceedings and claims in the ordinary course of business, including contractual disputes and other commercial disputes. As of the date of this prospectus, we are not a party to any significant proceedings.
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REGULATORY ENVIRONMENT
This section sets forth a summary of the material laws and regulations that affect our Group’s business and operations in Malaysia. Information contained in this section should not be construed as a comprehensive summary nor detailed analysis of laws and regulations applicable to the business and operations of our Group. This overview is provided as general information only and not intended to be a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations of Malaysia on our business and operations.
Laws And Regulations Relating to Our Business In Malaysia
Business Operation
Prior to the commencement of our business operations in Malaysia, we are required to apply for business premises licenses for each operating premises from the relevant local authority under the Local Government Act 1976, which confers power to the local authority to create by-laws and which provides that no person shall use any premises within the jurisdiction of the respective municipal council without a license issued by the respective municipal council, and that any person who fails to exhibit his license at all times in some prominent place on the licensed premises or fails to produce such license when required shall be liable to a fine not exceeding RM500 and/or to imprisonment for a term not exceeding six months. All our Malaysian subsidiaries have obtained the business premises license from the local authority and are in compliance with the Local Government Act 1976.
Employment laws
The Employment Act 1955 (the “EA 1955”) is the principal law that governs and regulates all labor relations which covers the categories of employees as stated in the First Schedule of the EA 1955. Following the implementation of the Employment (Amendment) Act 2022 (the “EA 2022”) and the Employment (Amendment of First Schedule) Order 2022, the applicability of EA 1955 has been widened to include any person who has entered into a contract of service with an employer irrespective of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual laborer, serves as a domestic employee, and is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions.
As long as the employee falls under the categories of “employee” under the Employment (Amendment of First Schedule) Order 2022, pursuant to section 7 of the EA 1955, any term and condition of the contract of service which is less favorable than the provisions under the EA 1955 or any other regulations made thereunder shall be ‘void’. Section 7 of the EA 1955 further states that such terms which are less favorable shall be substituted by those prescribed under the EA 1955.
Regardless of whether the employee falls under the purview of the EA 1955, the employer is under legal obligations to make the following statutory contributions: (a) Employees Provident Fund (the “EPF”), (b) the Social Security Organization (the “SOCSO”) contribution, (c) Employee Insurance System Scheme, (d) Schedular Tax Deduction or “Potongan Cukai Berjadual”, (e) Trade Union Subscription Fees or “Perbadanan Tabung Pendidikan Tinggi Nasional” (PTPTN) loan repayment (subjected to a request in writing by the employee must first be obtained). Section 99A of the EA 1955 provides that any person who commits any offence under or contravenes any provision of EA 1955 or any regulations made thereunder, in respect of which no penalty is provided, shall be liable, on conviction, to a fine not exceeding RM50,000, as revised under the EA 2022.
The relevant legal framework and procedures relating to employees and/or former employees who have been unfairly dismissed and/or constructively dismissed by employers is set out in the Industrial Relations Act 1967 (the “IRA 1967”). The IRA 1967 provides an avenue for employees to seek redress by bringing matters to the Industrial Court of Malaysia, which has jurisdiction over matters relating to industrial relation matters. In general, former employees who claim to have been unfairly and/or unlawfully dismissed by an employer may seek reinstatement to their position or compensation in lieu of reinstatement and back wages for a maximum of up to 24 months of their last-drawn salary.
The Employees’ Social Security Act 1969 (the “ESSA 1969”) provides benefits under two social insurance schemes, namely, the Employment Injury Insurance Scheme and the Invalidity Pension Scheme. The former provides for payment of certain benefits to an employee for any injury or disease that arises out of employment or during the
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course of employment. Under the ESSA 1969, the employees have the right to claim for certain benefits such as: (a) medical benefit; (b) disablement benefit; (c) constant attendance allowance; (d) dependents’ benefit; (e) funeral benefit; (f) survivor’s pension; and (g) invalidity pension.
If the employer, (a) fails to pay any contribution or any part thereof which is payable by him under the ESSA 1969 or fails to pay within the time prescribed by regulations any interest payable under section 14A of the ESSA 1969; (b) deducts or attempts to deduct from the wages of an employee the whole or any part of the employer’s contribution; (c) in contravention of section 52 of the ESSA 1969 reduces the wages or any privileges or benefits admissible to an employee; (d) in contravention of section 53 of the ESSA 1969 or any regulation dismisses, discharges, reduces or otherwise punishes an employee; (e) fails or refuses to submit any return or accident report required by the regulations, or makes a false return or report; (f) obstructs any Inspector appointed under section 12 of the ESSA 1969 and includes the Director General and every Deputy Director General or any other official of the SOCSO in the discharge of his duties; or (g) is guilty of any contravention of or non-compliance with any of the requirements of the ESSA 1969 or the rules or the regulations in respect of which no special penalty is provided, he shall be punishable with imprisonment a term which may extend to two years, or with fine not exceeding RM10,000 or with both.
Regulations on Personal Data Protection
The Personal Data Protection Act 2010 regulates the processing of personal data in the course of commercial transactions in Malaysia and is enforced by the Personal Data Protection Commissioner. Broadly, the Personal Data Protection Act 2010 sets out seven key data protection principles which must be adhered to by data users (i.e. a person who either alone or jointly or in common with other persons processes any personal data or has control over or authorizes the processing of any personal data, but does not include a processor) in Malaysia which include (i) the requirement to obtain consent prior to processing an individual’s personal data, the requirement to provide written notice to individuals in both English and the Malay language stating, among other things, the purposes for which the personal data will be processed, the classes of third parties to whom personal data will be disclosed, and the individual’s right; and (ii) obligation to ensure that the personal data collected will be processed in a safe and secure manner.
Anti-Money Laundering and Counter-Terrorism Financing
The Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (the “AMLA 2001”) prohibits money laundering and terrorism financing activities. Any person who (a) engages in a transaction that involves proceeds of unlawful activity; (b) uses proceeds of unlawful activity; (c) removes from or brings into Malaysia proceeds of unlawful activity; or (d) conceals, disguises, or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of, proceeds of unlawful activity, commits a money laundering offence under the AMLA 2001.
In addition, a reporting institution under the First Schedule of the AMLA 2001 is obliged to observe the anti-money laundering and counter financing terrorism requirements and standards, which include reporting and record-keeping duties, such as submitting suspicious transaction reports, implementing risk-based application, and conducting customer due diligence. None of our Malaysian subsidiaries is deemed to be a reporting institution. Nevertheless, we are required to comply with the provisions under the AMLA 2001.
Consumer Protection Act 1999 and the Consumer Protection (Electronic Trade Transactions) Regulations 2012
The main statute on consumer protection in Malaysia is the Consumer Protection Act 1999 (the “CPA”). CPA applies to all consumer transactions in Malaysia, including the sale of goods and services, and is designed to ensure that consumers are treated fairly and provided with adequate information about the products and services they purchase. The protection for e-consumers has been further strengthened recently by the enactment of the Consumer Protection (Electronic Trade Transactions) Regulations 2012.
CPA sets out a number of key provisions that businesses must comply with in order to ensure that consumers are protected. Some of the key provisions include:
a) Provision of information: Businesses must provide consumers with clear and accurate information about their products and services, including pricing, quality, and safety. This information must be provided in a way that is easily accessible to consumers.
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b) Consumer rights: The CPA provides for a range of consumer rights, including the right to receive goods and services of satisfactory quality, the right to information about the products and services they purchase, and the right to seek redress if they are dissatisfied with a purchase.
c) Unfair practices: The CPA prohibits businesses from engaging in unfair practices, such as making false or misleading claims about their products or services or engaging in misleading advertising.
d) Product safety: The CPA requires businesses to ensure that their products are of acceptable quality (as stated under Section 32 of the CPA). The goods must be fit for their purpose, acceptable in appearance, free from minor defects, and safe and durable. In addition, sellers are prohibited from oppressing the consumer by entering into a sales contract that is deemed to be procedurally or substantively unfair to the consumer. Also, the CPA requires businesses to provide adequate warnings about any risks associated with their use.
e) Remedies for breach of contract: If a business breaches its obligations under the act, consumers have a range of remedies available to them, including the right to receive a refund or replacement, the right to seek damages, and the right to terminate the contract.
The Consumer Protection (Electronic Trade Transactions) Regulations 2012 govern the conduct of electronic commerce transactions. The regulations were introduced to provide greater protection to consumers who engage in online transactions, and to establish a regulatory framework for e-commerce in Malaysia. The regulations apply to any person who carries out electronic transactions with consumers, whether they are businesses or individuals. They set out a number of key requirements that must be met in order to ensure that consumers are protected when making purchases online. Under the schedule provided under the Regulations, the information that is required to be disclosed are:
a) Disclosure of information: The regulations require online businesses to provide clear and accurate information about their products and services, including pricing, delivery methods, and refund policies. This information must be provided in a way that is easily accessible to consumers.
b) Consent to transactions: The regulations require businesses to obtain the express consent of consumers before completing any transaction. This means that consumers must be given the opportunity to review and confirm their order before it is processed.
c) Security of transactions: Online businesses must take all necessary measures to ensure the security of electronic transactions, including the use of secure servers, encryption technologies, and other security measures.
d) Privacy protection: The regulations require online businesses to protect the privacy of consumers, including their personal information and payment details. Businesses must also obtain the express consent of consumers before using their personal information for any marketing purposes.
e) Dispute resolution: The regulations provide for the resolution of disputes between consumers and online businesses, including the use of mediation and other alternative dispute resolution mechanisms.
Electronic Commerce Act 2006
The Electronic Commerce Act 2006 (the “ECA”) is under the jurisdiction of the Ministry of Domestic Trade, Cooperatives and Consumerism. The ECA provides for legal recognition of electronic messages in commercial transactions, the use of the electronic messages to fulfill legal requirements and to enable and facilitate commercial transactions through the use of electronic means.
Although e-commerce is conducted online, it is necessary for the transaction to fulfil all of the elements of a legally binding contract. There must be an offer, acceptance of the offer, consideration, and the intention to create legal relations. Section 7(1) of the ECA facilitates commercial transactions through electronic means by acknowledging the formation of a valid contract formed through an electronic message. These contracts are legally valid, binding and enforceable against the contracting parties as provided under Section 7(2) of the ECA.
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Some of the key provisions of the ECA include:
a) Electronic signatures: The ECA provides for the use of electronic signatures in electronic transactions. An electronic signature is deemed to have the same legal effect as a physical signature, provided that it is reliable and can be verified.
b) Data messages: The ECA provides for the use of data messages in electronic transactions. A data message is any information generated, sent, received or stored by electronic, magnetic, optical or similar means.
c) Liability of service providers: The ECA provides that service providers are not liable for the content of information transmitted or hosted on their networks, provided that they do not have actual knowledge of the content and that they act promptly to remove or disable access to the content when they become aware of it.
d) Consumer protection: The ECA provides for the protection of consumers in electronic transactions. Businesses are required to provide consumers with clear and accurate information about their products and services, and to ensure that their products and services are safe and of satisfactory quality.
Regulations in the BVI
Economic substance
The BVI, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union (the “EU”) as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (as amended, the “Substance Law”) came into force in the BVI introducing certain economic substance requirements for BVI “relevant entities” which are engaged in certain banking, insurance, fund management, financing and leasing, headquarters, shipping, holding company, intellectual property or distribution and service center business (being “relevant activities”) and are in receipt of gross income arising from relevant activities in any relevant financial period. In the case of business companies incorporated before January 1, 2019, the economic substance requirements apply for financial years commencing June 30, 2019.
The economic substance requirements that are imposed include that in-scope companies be directed and managed in the BVI, have core income generating activities in the BVI, and have an adequate level of employees, expenditures, and premises in the BVI. Business companies that carry on holding company business (which means it only holds equity participations in other entities and only earns dividends and capital gains) will be subject to reduced substance requirements.
Beneficial ownership
The Beneficial Ownership Secure Search System Act, 2017 (as amended) of the BVI requires registered agents in the BVI to create a database of beneficial ownership information relating to in-scope entities for which they act as registered agent. Subject to certain exemptions, in-scope BVI companies are required to: (i) identify its parent, immediate parent, ultimate parent and beneficial owner or registrable legal entity (or, if it is listed on a recognized exchange, provide details of that exchange); (ii) identify whether it carries on one or more relevant activities for economic substance purposes and, if so, which ones; (iii) provide details of any applicable exchange listing where its securities are listed on a recognized exchange; and (iv) where the company carries on a relevant activity and is not a non-resident, provide certain additional information regarding its immediate parent and ultimate parent (if any).
A BVI company is obliged to notify its registered agent of (i) the required beneficial ownership information within 15 days of identifying it; and (ii) the required economic substance information regarding the carrying on of a relevant activity or listing on a recognized exchange within six months following the end of the financial reporting period in question. A BVI company who becomes aware of a change in the prescribed information relating to a beneficial owner or registrable legal entity must, within 15 days of becoming aware of the change, notify its registered agent of the change(s) and the date(s) on which it or they took place.
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MANAGEMENT
The following table sets forth the names, ages and titles of our Directors and Executive Officers:
|
Name
|
|
Age
|
|
Title
|
|
Ng Chen Lok
|
|
36
|
|
Chairman, Chief Executive Officer and Executive Director
|
|
Zuria Hajar Bt Mohd Adnan
|
|
30
|
|
Executive Director and Chief Financial Officer
|
|
Loong Xin Yee
|
|
25
|
|
Chief Operations Officer
|
|
Tan Kim Chuan
|
|
43
|
|
Chief Technology Officer
|
Independent Directors Nominees:
|
Name
|
|
Age
|
|
Title
|
|
Pan Seng Wee
|
|
49
|
|
Independent Director Nominee
|
|
Robert M. Harrison
|
|
47
|
|
Independent Director Nominee
|
|
Lai Fuu Sing
|
|
32
|
|
Independent Director Nominee
|
No arrangement or understanding exists between any such Director or officer and any other persons pursuant to which any Director or executive officer was elected as a Director or executive officer. Our Directors are elected annually at the board meeting and serve until their successors take office or until their death, resignation or removal. The Executive Officers serve at the pleasure of the Board.
|
Board Diversity
|
|
Board Diversity Matrix (As of the date of this prospectus)
|
|
Country of Principal Executive Offices:
|
|
Malaysia
|
|
Foreign Private Issuer
|
|
Yes
|
|
Disclosure Prohibited Under Home Country Law
|
|
No
|
|
Total Number of Directors
|
|
5
|
|
|
|
Female
|
|
Male
|
|
Non-Binary
|
|
Did Not
Disclose Gender
|
|
Part I: Gender Identity
|
|
|
|
|
|
|
|
|
|
Directors
|
|
2
|
|
3
|
|
—
|
|
—
|
|
Part II: Demographic Background
|
|
|
|
|
|
|
|
|
|
Underrepresented Individual in Home Country Jurisdiction
|
|
—
|
|
—
|
|
—
|
|
—
|
|
LGBTQ+
|
|
—
|
|
—
|
|
—
|
|
—
|
Executive Directors and Officers:
Mr. Ng Chen Lok is our Executive Director, Chairman and Chief Executive Officer. Mr. Ng Chen Lok is responsible for the overall business management of the Company. With extensive experience spanning over a decade in the information technology industry in Malaysia, Mr. Ng Chen Lok continues to lead our Company to greater heights, providing guidance and direction to the Company. Under Mr. Ng Chen Lok’s guidance, our company successfully grew from a humble three-person operation to targeting a revenue goal of RM10 million by 2029. From 2015 to 2018, Mr. Ng was at M3 Technologies (Asia) Bhd, a Malaysia Bursa Ace Board listed company focusing on Internet Of Thing (IOT) and cloud software program development, climbing the ranks from Sales Manager to General Manager in just three years. In 2012, Mr. Ng served as the Sales Manager at Wisdom Tronic Sdn Bhd, an internet development company that was an exclusive partner with Taiwan Wistron group, a Global Fortune 500 company, which developed and resold educational hardware and software.
Ms. Zuria Hajar Bt Mohd Adnan is an Executive Director and Chief Financial Officer of our Company. Ms. Zuria joined the Company in January 2023, where she oversees the management of all finance and accounting related matters of the Company. As a well-respected team leader and key member, Ms. Zuria possesses 6 years of professional experience in the field of finance and accounting, where she seeks to constantly leverage her previous experience to maximize the potential of herself within the Company. From July 2018 to December 2022, she was at Times Media Sdn Bhd, where she progressed from an Finance and Account Executive to a Team Leader in 3 short years. From February 2015 to May 2018, Ms. Zuria honed her skill as an accounting executive at FNR Synergy Sdn Bhd,
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specializing in tasks related to finance and accounting, costing, budgeting, taxation and auditing. Ms. Zuria holds a Master, Bachelors, and Diploma in Accountancy from Universiti Teknologi Mara, which she obtained in 2018, 2016 and 2013 respectively. Ms. Zuria was also certified as a Chartered Accounted in 2022 from the Malaysian Institute of Accounts, and obtained an Advanced Diploma in Management Accounting from the Association of International Certified Professional Accountants in 2023.
Ms. Loong Xin Yee is the Chief Operations Officer of our Company. Ms. Loong joined the Company in August 2023, and was subsequently appointed as Chief Operations Officer of our Company on January 1st 2024, where she oversees the day-to-day operations of the Company. A motivated and driven individual, Ms. Loong strives to utilize her deductive reasoning, mathematical, and problem-solving skills to improve herself for the benefit of the Company, and constantly seeks to expand her knowledge and skill. From March 2022 to June 2023, Ms. Loong was an associate accountant at Fintrek Sdn Bhd, where she developed new or amended accounting systems, programs, and procedures, while liaising with multiple parties such as banks, government agencies, lawyers, for matters related to Finance and Accounts. From June 2023 to the present, Ms. Loong took the role of executive accountant at BR Aesthetic Sdn Bhd, where she handled accounts, prepared financial statements, month-end closing activities, balance sheet reconciliations, and intercompany transactions. Ms. Loong is also in charge of overseeing the operations and development of the company’s finance departments including creating and reviewing policies, budgeting, recruiting, training and conducting regular assessments of financial procedures. Ms. Loong holds a Bachelor’s degree in commerce in Accounting and Finance from the University of Queensland in 2020, as well as a Bachelor of Art (Honours) in Accounting and Finance from Taylor’s University, which she obtained in 2017.
Mr. Tan Kim Chuan is the Chief Technology Officer of our Company. Mr. Tan is a seasoned professional, with over 18 years of experience in various industries. Primarily focused on Project and Supply Chain Management, Mr. Tan uses his excellent people skills to manage and motivate the Company’s employees, where he thrives in high-pressure environments. From May 2022 to the present, Mr. Tan serves as the Co-Founder of PT. Tofix Niaga Indonesia, where he oversees the Non-Performing Asset Disposal Business, which involves buying and reselling second-hand assets. Mr. Tan also serves as the Co-Founder of PT. Tosmart Trade International from November 2021 to the present, where he oversees the build-up and operations with regard to the B2B2C Vending Machine Business, expanding vending machines across Indonesia. From August 2018 to September 2021, Mr. Tan served as the Head of Vending Machine Services for Bluepay (Malaysia) Sdn Bhd, where he was involved in organizing, training operational team members as well as manage vendors & suppliers, with a focus on after-sales services. From August 2008 to August 2018, Mr. Tan proved his mettle as the Assistant General Manager for M3 Technologies (Asia) Berhad, where he served as the head of the VAS division overseeing business development and operation management, managing important accounts with key customers such as Petronas and Prudential. Mr. Tan holds a Bachelor’s (Honors) Degree in Multimedia Computing from the University of Coventry, which he obtained in 2005, as well as a Certificate in Computing and IT from INTI-UC Malaysia, which he obtained in 2002.
Independent Director Nominees:
Ms. Pan Seng Wee (“Ms. Pan”) is an Independent Director Nominee, with her appointment set to begin upon the Company’s listing on the Nasdaq Capital Market. Ms. Pan will serve as chairman of the Compensation Committee and as a member of the Audit and Nomination committees. Ms. Pan is presently the group secretary of PESTECH International Berhad, a integrated electrical power technology company listed on the Main Market of Bursa Malaysia Securities Berhad, Malaysia, which is a role which she has had since July 2017. She is responsible for ensuring adherence to the regulatory requirements of the Malaysian and Cambodian stock exchanges, as well as developing and implementing implement governance policies and procedures to ensure best practices. From October 2002 to June 2017, Ms. Pan served as a Senior Manager of Securities Services (Holdings) Sdn Bhd, which provides corporate secretarial, share registration, payroll and accounting services, where she was responsible for managing all aspects of corporate secretarial functions, including the preparation of board resolutions, maintenance of statutory records, and ensuring compliance with company laws. Ms. Pan graduated with a Professional degree from the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) in 1997, and is a Fellow Member of Chartered Governance Institute.
Mr. Robert M. Harrison (“Mr. Harrison”) is an Independent Director Nominee, with his appointment set to begin upon the Company’s listing on the Nasdaq Capital Market. Mr. Harrison will serve as chairman of the Nomination Committee and as a member of the Audit and Compensation Committees. Mr. Harrison is presently Deputy CEO of Tkon Six S Co., Ltd, where he consults in business development and investments into new business ventures,
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while also creating new business opportunities. From September 2016 to May 2018, Mr. Harrison served as the Sales Vice President of M3 Technologies (Thailand) Co., Ltd, where he oversaw the Thailand operations of the Company, managing the Thailand division directions, forecasts, projection plans, and implementing and executing all business aspects. Mr. Harrison obtained a Bachelor’s of Science in Business Management and Business Administration from the University of Phoenix in 2008, and an MBA from the National Institute of Develop Administration in 2015.
Mr. Lai Fuu Sing (“Mr. Lai”) is an Independent Director Nominee, with his appointment set to begin upon the Company’s listing on the Nasdaq Capital Market. Mr. Lai will serve as chairman of the Audit Committee and as a member of the Nomination and Compensation Committees. Mr. Lai is presently an Audit Manager at Ernst & Young — Assurance, a role which he has held since October 2021, and where he began his career as an Audit Associate since January 2017. Mr. Lai’s expertise includes post-acquisition integration and valuation processes, including fair value assessments and analysis of financial information, market data, and industry trends. Mr. Lai also has experience in analyzing financial forecasts and cash flow projections to assess impairment risks while collaborating with valuation specialists for accurate assessments. Additionally, he has led multiple audit teams, defined audit strategies, conducted risk assessments, and ensured accurate financial reporting for clients in various industries. Mr. Lai obtained a Bachelor’s of Accounting with Honours from University Utara Malaysia in 2016, and is a member of the Association of Chartered Certified Accountants since 2020.
Committees of the Board
Our Board has established an audit committee, a compensation committee and a nomination committee, each of which will operate pursuant to a charter adopted by our Board that will be effective upon the effectiveness of the registration statement of which this prospectus is a part. The Board may also establish other committees from time to time to assist our company and the Board. Upon the effectiveness of the registration statement of which this prospectus is a part, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations, if applicable. Upon our listing on the Nasdaq, each committee’s charter will be available on our website at https://www.sagtec-global.com/. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this prospectus.
Audit committee
Mr. Lai, Ms. Pan and Mr. Harrison will serve on the audit committee, which will be chaired by Mr. Lai Fuu Sing. Our Board has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board has designated Mr. Lai Fuu Sing as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:
• appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
• pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
• reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
• reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
• coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
• establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F;
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• monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
• preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
• reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and
• reviewing earnings releases.
Compensation committee
Ms. Pan, Mr. Harrison and Mr. Lai will serve on the compensation committee, which will be chaired by Ms. Pan Seng Wee. Our Board has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The compensation committee’s responsibilities include:
• evaluating the performance of our chief executive officer in light of our company’s corporate goals and objectives and, based on such evaluation: (i) recommending to the Board the cash compensation of our chief executive officer, and (ii) reviewing and approving grants and awards to our chief executive officer under equity-based plans;
• reviewing and recommending to the Board the cash compensation of our other executive officers;
• reviewing and establishing our overall management compensation, philosophy and policy;
• overseeing and administering our compensation and similar plans;
• reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;
• retaining and approving the compensation of any compensation advisors;
• reviewing and approving our policies and procedures for the grant of equity-based awards;
• reviewing and recommending to the Board the compensation of our Directors; and
• preparing the compensation committee report required by SEC rules, if and when required.
Nomination committee
Mr. Lai, Ms. Pan and Mr. Harrison will serve on the nomination committee, which will be chaired by Mr. Robert M. Harrison. Our Board has determined that each member of the nomination committee is “independent” as defined in the applicable Nasdaq rules. The nomination committee’s responsibilities include:
• developing and recommending to the Board criteria for board and committee membership;
• establishing procedures for identifying and evaluating Director candidates, including nominees recommended by stockholders; and
• reviewing the composition of the Board to ensure that it is composed of members containing the appropriate skills and expertise to advise us.
While we do not have a formal policy regarding board diversity, our nomination committee and Board will consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin). Our nomination committee’s and Board’ priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.
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Foreign Private Issuer Status
We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:
• Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of their occurrence, and from the disclosure requirements of Regulation FD.
Exemption from Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.
• Exemption from Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in Nasdaq rules, as permitted by the foreign private issuer exemption.
• Exemption from the requirement that our Board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
• Exemption from the requirements that director nominees are selected, or recommended for selection by our Board, either by (1) independent directors constituting a majority of our Board’ independent directors in a vote in which only independent directors participate, or (2) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.
Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we intend to have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. While we presently plan to comply voluntarily with the corporate governance listing standards of the Nasdaq, we may choose to rely on the exemptions in the future.
Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the BVI corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow BVI corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:
• the Shareholder Approval Requirements under Section 5635 of Nasdaq listing rules; and
• the requirement under Section 5605(b)(2) of Nasdaq listing rules that the independent Directors have regularly scheduled meetings with only the independent Directors present
Controlled Company
We expect to continue to be a controlled company within the meaning of the Nasdaq Stock Market Rules, and as a result, we expect to qualify for and intend to continue to rely on exemptions from certain corporate governance requirements.
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Public Companies that qualify as a “Controlled Company” with securities listed on the Nasdaq Stock Market (Nasdaq), must comply with the exchange’s continued listing standards to maintain their listings. Nasdaq has adopted qualitative listing standards. Companies that do not comply with these corporate governance requirements may lose their listing status. Under Nasdaq rules, a “controlled company” is a company with more than 50% of its voting power held by a single person, entity or group. Under Nasdaq rules, a controlled company is exempt from certain corporate governance requirements, including:
• an exemption from the rule that a majority of our Board must be independent directors;
• an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and
• An exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
Controlled companies must still comply with the exchange’s other corporate governance standards. These include having an audit committee and the special meetings of independent or non-management directors.
Upon the completion of this offering, our controlling shareholder, Mr. Ng Chen Lok, will beneficially own [•]% of our total issued and outstanding ordinary shares, representing [•]% of the total voting power. As a result, we will be a “controlled company” as defined under Nasdaq Listing Rule 5615(c), because our controlling shareholder will hold more than 50% of the voting power for the election of directors. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. While we presently plan to comply voluntarily with the corporate governance listing standards of Nasdaq, we may choose to rely on the exemptions in the future. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
Code of Conduct, Code of Ethics, Insider Trading Policy and Executive Compensation Recovery Policy
Prior to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt (i) a written code of business conduct and ethics and (ii) Insider Trading Policy that applies to our Directors, officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, and we also intend to adopt an (iii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, (collectively the “Policies”). Following the effectiveness of the registration statement of which this prospectus is a part, a current copy of the Policies will be posted on the Corporate Governance section of our website, which is located at https://www.sagtec-global.com/. The information on our website is deemed not to be incorporated in this prospectus or to be a part of this prospectus. We intend to disclose any amendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.
Compensation of Executive Directors and Executive Officers
For the financial year ended December 31, 2023, we paid an aggregate of approximately RM610,270 (USD130,700) in cash to our Executive Directors and Executive Officers — as mentioned below. For the financial year ended December 31, 2022, we paid an aggregate of approximately RM507,327 (USD108,700) in cash to our Executive Directors and Executive Officers.
Employment Agreements
Employment Agreement between Ng Chen Lok and Sagtec Global Limited
Effective as of June 27, 2024, Ng Chen Lok entered into an Employment Agreement with Sagtec Global Limited. The agreement provides for an annual base salary, together with such additional discretionary bonus. Ng Chen Lok’s employment will continue indefinitely, subject to, amongst others, termination by either party to the agreement upon 30 days prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Ng Chen Lok shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.
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Employment Agreement between Zuria Hajar Bt Mohd Adnan and Sagtec Global Limited
Effective as of June 27, 2024, Zuria Hajar Bt Mohd Adnan entered into an Employment Agreement with Sagtec Global Limited. The agreement provides for an annual base salary, together with such additional discretionary bonus. Zuria Hajar Bt Mohd Adnan’s employment will continue indefinitely, subject to, amongst others, termination by either party to the agreement upon 30 days prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Zuria Hajar Bt Mohd Adnan shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.
Employment Agreement between Loong Xin Yee and Sagtec Global Limited
Effective as of June 27, 2024, Loong Xin Yee entered into an Employment Agreement with Sagtec Global Limited. The agreement provides for an annual base salary, together with such additional discretionary bonus. Loong Xin Yee’s employment will continue indefinitely, subject to termination by either party to the agreement upon 30 days prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Loong Xin Yee shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.
Employment Agreement between Tan Kim Chuan and Sagtec Global Limited
Effective as of June 27, 2024, Tan Kim Chuan entered into an Employment Agreement with Sagtec Global Limited. The agreement provides for an annual base salary, together with such additional discretionary bonus. Tan Kim Chuan’s employment will continue indefinitely, subject to termination by either party to the agreement upon 30 days prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Tan Kim Chuan shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.
Directors’ Agreements
Each of our Directors has entered into a Director’s Agreement with the Company effective upon the Company’s listing on the Nasdaq Capital Market. The terms and conditions of such Directors’ Agreements are similar in all material aspects save for the term. Each Executive Director’s Agreement is for an initial term of three (3) years and will continue until the Director’s successor is duly elected and qualified. Each independent director nominee’s agreement is for an initial term of one (1) year and will continue until the Director’s successor is duly elected and qualified. Each Director will be up for re-election each year at the annual board meeting and, upon re-election, the terms, and provisions of his or her Director’s Agreement will remain in full force and effect. Under the Directors’ Agreements, the Company agrees, to the maximum extent provided under applicable law, to indemnify the Directors against liabilities and expenses incurred in connection with any proceeding arising out of, or related to, the Directors’ performance of their duties, other than any such losses incurred as a result of the Directors’ gross negligence or willful misconduct.
Under the independent directors Nominee’s Agreements, the initial aggregate annual salary that is payable to our independent director nominees is US$[**] to [**], [**] and [**] in cash respectively.
Other than as disclosed above, none of our Directors have entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment.
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PRINCIPAL SHAREHOLDER
The following table sets forth information regarding the beneficial ownership of our share capital by:
• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares;
• each of our named Executive Officers;
• each of our Directors and Director nominees; and
• all of our current Executive Officers, Directors and Director nominees as a group.
Applicable percentage ownership is based on [•] Ordinary Shares of our Company issued and outstanding as of the date of this prospectus and, with respect to percent ownership after this offering.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown.
Unless otherwise noted below, the address of each person listed on the table is No 43-2, Jalan Besar Kepong, Pekan Kepong, 52100 Kuala Lumpur.
|
Name of Beneficial Owner
|
|
Shares Beneficially Owned
Before this Offering
|
|
Shares Beneficially Owned
after this Offering
|
|
Number
|
|
Percentage
|
|
Number
|
|
Percentage
|
|
Named Executive Officers, Directors and Director Nominees:
|
|
|
|
|
|
|
|
|
|
|
|
Ng Chen Lok
|
|
8,537,600
|
|
79.05
|
%
|
|
|
|
[•]
|
%
|
|
Zuria Hajar binti Mohd Adnan
|
|
170,000
|
|
1.57
|
%
|
|
|
|
[•]
|
%
|
|
Loong Xin Yee
|
|
—
|
|
—
|
|
|
|
|
—
|
|
|
Tan Kim Chuan
|
|
—
|
|
—
|
|
|
|
|
—
|
|
|
Pan Seng Wee
|
|
—
|
|
—
|
|
|
|
|
—
|
|
|
Robert M. Harrison
|
|
—
|
|
—
|
|
|
|
|
—
|
|
|
Lai Fuu Sing
|
|
|
|
—
|
|
|
|
|
—
|
|
|
[**]
|
|
|
|
—
|
|
|
|
|
—
|
|
|
[**]
|
|
|
|
—
|
|
|
|
|
—
|
|
|
All executive officers, directors and director nominees as a group ([__] persons)
|
|
|
|
|
|
|
|
|
|
|
|
5% Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
Ng Chen Lok
|
|
8,537,600
|
|
79.05
|
%
|
|
|
|
[•]
|
%
|
|
[**]
|
|
|
|
%
|
|
|
|
|
[•]
|
%
|
85
Table of Contents
RELATED PARTY TRANSACTIONS
We have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee.
In addition to the executive officer and director compensation arrangements discussed in “Executive Compensation,” below we describe transactions since January 1, 2021, to which we have been a participant, in which the amount involved in the transaction is material to our company and in which any of the following is a party: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our Company that gives them significant influence over our Company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of our Company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
Nature of relationships with related parties
|
Name of Related Party
|
|
Relationship to the Company
|
|
Ng Chen Lok
|
|
Executive Director, and Chief Executive Officer of the Company
|
|
Yong Avon
|
|
Shareholder of the Company
|
|
Yap Kee Wai
|
|
Shareholder of Sagtec Group Sdn Bhd & Sagfood (Malaysia) Sdn Bhd
|
|
Yong Jenny
|
|
Shareholder of Sagtec Group Sdn Bhd, CL Technologies (International) Sdn Bhd & Sagfood (Malaysia) Sdn Bhd
|
|
Yong Chen Wah
|
|
Shareholder of CL Technologies (International) Sdn Bhd & Sagfood (Malaysia) Sdn Bhd
|
|
SM Prominent Sdn Bhd
|
|
Shareholder of Sagtec Group Sdn Bhd & Sagfood (Malaysia) Sdn Bhd
|
|
Capa Group Sdn Bhd
|
|
Shareholder of Sagtec Group Sdn Bhd & Sagfood (Malaysia) Sdn Bhd
|
|
Sagfood Express
|
|
An entity controlled by our Executive Director, and Chief Executive Officer Mr Ng Chen Lok
|
a. Related party transactions
The table below sets out the related party transactions of the Group for the period from January 1, 2024 to the date of this prospectus and for the periods indicated:
|
|
|
From
January 1,
2024 to the
date of this
prospectus
|
|
For the Years Ended December 31,
|
|
2023
|
|
2022
|
|
2021
|
|
(Unaudited)
|
|
USD
(Audited)
|
|
RM
(Audited)
|
|
RM
(Audited)
|
|
RM
(Unaudited)
|
|
Sale of goods and/or services to related parties(1)
|
|
—
|
|
1,087,002
|
|
4,988,468
|
|
4,054,069
|
|
2,000,398
|
|
Purchase of goods and/or services from related parties(2)
|
|
—
|
|
—
|
|
—
|
|
1,500
|
|
43,501
|
|
Payments made on behalf by director(3)
|
|
23,944
|
|
53,976
|
|
247,707
|
|
283,620
|
|
107,561
|
|
Employee benefit expenses charged from related parties(4)
|
|
12,000
|
|
3,485
|
|
15,996
|
|
15,861
|
|
50,127
|
|
Selling and administrative expenses charged from related parties(5)
|
|
8,495
|
|
5,421
|
|
24,877
|
|
108,635
|
|
494,100
|
86
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87
Table of Contents
DESCRIPTION OF AUTHORIZED AND ISSUED SHARES
We are a British Virgin Islands company, and our affairs are governed by our Memorandum and Articles of Association, as amended from time to time, and the Companies Act, which we refer to as the Companies Act below, and the common law of British Virgin Islands.
As of the date of this prospectus, the Company is authorized to issue an unlimited number of Ordinary Shares with no-par value. As of the date of this prospectus, 10,800,000 Ordinary Shares are issued and outstanding.
Immediately upon the completion of this offering, we will have [•] Ordinary Shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid.
Our Memorandum and Articles of Association
Authorized Shares
The Company may only issue registered shares. Subject to the Company’s Memorandum and Articles of Association, the Company may issue fractions of shares, bonus shares, redeemable shares and may redeem, purchase or otherwise acquire, any of its shares.
Subject to the Companies Act and the Company’s Memorandum and Articles of Association, the unissued shares may be issued, and options to acquire shares may be granted, at any time, to any persons (whether or not shareholders), for any consideration and on any terms, the directors decide by a resolution of directors.
A share is taken to be issued when the name of the holder is entered in the Company’s register of shareholders as the holder of the share.
Distributions
The holders of our Ordinary Shares are entitled to such dividends or other distributions as may be authorized by our Directors by way of a simple majority decision, subject to the Companies Act and our Memorandum and Articles of Association.
Subject to the Company’s Memorandum and Articles of Association, each Ordinary Share confers on the holder (i) the right to an equal share in any distribution paid by the Company in accordance with the Companies Act and the articles and (ii) an equal share on the distribution of any surplus assets of the Company on its liquidation.
Voting rights
Subject to the Company’s Memorandum and Articles of Association, each Ordinary Share confers on the holder the right to one (1) vote at a meeting of the shareholders or on any resolution of shareholders.
Subject to the Company’s Memorandum and Articles of Association, a resolution put to a vote at a meeting of shareholders or an annual general meeting (“AGM”), will (in most cases) be passed and become a resolution of shareholders if it is passed by a simple majority of the votes cast in respect of the resolution, at a valid meeting of shareholders (or class of shareholders), by shareholders present (in person or by proxy) at the meeting who are entitled to vote on the resolution. Any action that may be taken by the shareholders at a meeting of shareholders (or class of shareholders) may also be taken by the shareholders (or class of shareholders) passing a written resolution of shareholders without the need for any prior notice to be given. A written resolution of shareholders is passed if signed or consented to (including by way of fax or email) by shareholders (or shareholders of the relevant class) who hold shares carrying a simple majority of the votes that may be cast in respect of the resolution who are entitled to vote on the resolution.
A fraction of a share confers on the holder the rights, obligations and liabilities of a whole share of the same class corresponding to the fraction other than the right to vote. If the holder of a fraction of a share acquires a further fraction of a share of the same class, the fractions will be treated as being consolidated.
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Variation of rights
If at any time the Shares are divided into different classes, the rights attached to any class may only be varied, whether or not the Company is in liquidation, (i) with the written consent of the holders of the majority of the issued shares of that class or (ii) by a resolution of shareholders of that class.
Meetings of shareholders
Any director of the Company or the Chairman may call a meeting of shareholders (or a class of shareholders) if they decide to, and must call a meeting of shareholders (or a class of shareholders) if they are requested to do so in writing by shareholders entitled to exercise at least 30% of voting rights in respect of the matter for which the meeting is requested.
The Company shall hold a meeting of the shareholders in accordance with the Company’s Memorandum and Articles of Association, the Companies Act and Nasdaq listing rules.
A quorum is present at a meeting of shareholders or an AGM if one or more shareholders, who hold shares that carry not less than 50 percent of the voting rights of all shares then in issue, are present in person or by proxy meeting.
Where a quorum is not present within two hours of the time set for the start of the meeting of shareholders, if convened upon the requisition of the shareholders, will be dissolved. In any other case, the meeting will be adjourned to the following day and be held at the same time and place or any other date, time and/or place the directors decide by a resolution of directors.
At any adjourned meeting where a quorum per the previous paragraph is not present, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.
A meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding at least 90 percent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall constitute waiver in relation to all the Shares which that shareholder holds.
Any corporation which is a shareholder may, by a resolution of its directors or other governing body, authorize any individual to act as its representative at a meeting of shareholders (or class of shareholders) or an AGM.
Protection of minority shareholders
We would normally expect BVI courts to follow English case law precedents, which would permit a minority shareholder to commence a representative action, or derivative actions in our name, to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes a fraud against the minority by parties in control of us, (3) an infringement of individual rights of the minority shareholders, (such as the right to vote), and (4) an irregularity in the passing of a resolution which requires a special or extraordinary majority of the shareholders.
Additionally, British Virgin Islands law provides certain shareholder remedies for a minority shareholder whose rights have been breached or who disagrees with the way the Company is being managed. These remedies include an action for unfair prejudice and a derivative action.
No pre-emptive rights
There are no pre-emptive rights applicable to the issue of the Company’s Ordinary Shares under either British Virgin Islands law or our Memorandum and Articles of Association.
Transfer of shares
The Ordinary shares listed on the Nasdaq Capital Market may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares listed on the Nasdaq Capital Market (including, but not limited to, the applicable Nasdaq listing rules). The transfer of a Ordinary share is only effective once the name of the transferee is entered in the register of shareholders.
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Calls of shares
Subject to the Memorandum and Articles of Association and the rights attaching to any class of shares, our directors may make calls on a shareholder for any amount of the issue price of the shareholder’s shares that has not been paid to the Company. A call must be made by giving at least 14 days’ written notice of call to the shareholder. A call may be made payable in instalments. The directors may postpone a call or revoke it (in whole or part). A call is taken to have been made at the time the resolution of directors to make the call is passed.
Inspection of books and records
Under the Companies Act, holders of our shares are entitled, upon giving written notice to us, to inspect (i) our Memorandum and Articles of Association, (ii) our register of shareholders, (iii) our register of directors and (iv) minutes of meetings and resolutions of our shareholders, and to make copies and take extracts from these documents and records. However, our directors can refuse access if they are satisfied that to allow such access would be contrary to our interests.
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CERTAIN BRITISH VIRGIN ISLANDS COMPANY CONSIDERATIONS
“Limited Liability” means that the liability of each shareholder is limited to (i) the amount unpaid by the shareholder on any share in the company, (ii) any liability expressly mentioned in the Company’s Memorandum and Articles of Association (of which there are none) and (iii) any liability to repay a distribution paid when the Company did not satisfy the Solvency Test. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers.
Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the British Virgin Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow the British Virgin Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:
• the Shareholder Approval Requirements under Section 5635 of Nasdaq listing rules; and
• the requirement under Section 5605(b)(2) of Nasdaq listing rules that the independent Directors have regularly scheduled meetings with only the independent Directors present.
Differences in Corporate Law
The Companies Act and the laws of the BVI affecting BVI companies and our shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the BVI applicable to us and the laws applicable to companies incorporated in the state of Delaware.
Mergers and Consolidation
The laws of the BVI, two or more BVI companies may merge or consolidate in accordance with section 170 of the Companies Act. A merger means the merging of two or more constituent companies into one of the constituent companies and a consolidation means the consolidating of two or more constituent companies into a new company. In order to merge or consolidate, then (among other things) the directors of each constituent company must approve a written plan of merger or consolidation, which must be authorized by a resolution of shareholders.
While a director may vote on the plan of merger or consolidation even if he has an interest in the merger or consolidation, the director must disclose the interest to all other directors of the company promptly upon becoming aware of the fact that he is interested in the merger or consolidation.
A transaction entered into by our company in respect of which a director is interested (including a merger or consolidation) is voidable by us unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the company and (ii) the transaction is in the ordinary course of the company’s business and on usual terms and conditions.
Notwithstanding the above, a transaction entered into by the company is not voidable if the material facts of the interest are known to the shareholders and they approve or ratify it or the company received fair value for the transaction.
Shareholders not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision which, if proposed as an amendment to the Memorandum and Articles of Association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting held to approve the plan of merger or consolidation.
The shareholders of the constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different kind of asset. As such, not all the shares of a class or series must receive the same kind of consideration.
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After the plan of merger or consolidation has been approved by the directors and authorized by a resolution of the shareholders, articles of merger or consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the BVI.
A shareholder may dissent from a mandatory redemption of his shares, an arrangement (if permitted by the court), a merger (unless the shareholder was a shareholder of the surviving company prior to the merger and continues to hold the same or similar shares after the merger) or a consolidation. A shareholder properly exercising his dissent rights is entitled to a cash payment equal to the fair value of his shares.
A shareholder dissenting from a merger or consolidation must object in writing to the merger or consolidation before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the company must give notice of this fact to each shareholder who gave written objection within 20 days. These shareholders then have 20 days to give to the company their written election in the form specified by the Companies Act to dissent from the merger or consolidation, provided that in the case of a merger, the 20 days starts when the plan of merger is delivered to the shareholder.
Upon giving notice of his election to dissent, a shareholder ceases to have any of the rights of a shareholder except the right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding his dissent.
Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the surviving or consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a specified price per share that the company determines to be the fair value of the shares. The company and the shareholder then have 30 days to agree upon the price. If the company and a shareholder fail to agree on the price within the 30 days, then the company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change in value as a result of the transaction.
Shareholders’ Suits
There are both statutory and common law remedies available to our shareholders as a matter of British Virgin Islands law. These are summarized below:
Unfair prejudice
A shareholder who considers that the affairs of the company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to the shareholder in that capacity, can apply to the BVI High Court under Section 184I of the Companies Act for an order requiring the company or any other person to acquire the shareholder’s shares or pay compensation to the shareholder, regulating the future conduct of the company’s affairs, amending the memorandum or articles of the company, appointing a receiver or liquidator of the company, rectifying the records of the company, or that any decision or action of the company which contravenes the Companies Act or the company’s Memorandum and Articles of Association be set aside.
Derivative actions
Section 184C of the Companies Act provides that a shareholder of a company may, with the leave of the BVI High Court, bring an action in the name of the company to redress any wrong done to it.
Just and equitable winding up
In addition to the statutory remedies outlined above, shareholders can also petition for the winding up of a company on the grounds that it is just and equitable for the court to so order. This statutory remedy is usually granted in exceptional circumstances and is only available where the company has been operated as a quasi-partnership and trust and confidence between the partners has broken down.
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Indemnification of Directors and Executive Officers and Limitation of Liability
British Virgin Islands law does not limit the extent to which a company’s Memorandum and Articles of Association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Under the Company’s Memorandum and Articles of Association, subject to the Companies Act, the Company must indemnify any person who; (i) is or was a party, or is threatened to be made a party, to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director or officer of the Company; or (ii) is or was, at the request of the Company, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any expenses, judgments, fines or amounts paid in settlement and reasonably incurred in connection with any legal, administrative or investigative proceedings.
In relation to the above, the Company may pay on behalf of the person or lend funds to the person to enable the person to pay, any expenses incurred, or to be incurred, by the person in defending any legal, administrative or investigative proceedings.
This standard of conduct is generally the same as permitted under the Delaware General Corporation Act for a Delaware corporation. In addition, the service agreements of our Directors and senior Executive Officers with the Company provide such person’s additional indemnification beyond that provided in our Articles of Association.
Under the Companies Act to be entitled to this indemnification, such person must have acted honestly and in good faith with a view to the best interests of our company and, in the case of criminal proceedings, they must have no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Anti-Takeover Provisions in our Memorandum and Articles of Association
Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of Directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.
However, under British Virgin Islands law, our Directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our Company.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
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Under British Virgin Islands law, our directors owe the company certain statutory and fiduciary duties including, among others, a duty to act honestly, in good faith, for a proper purpose and with a view to what the directors believe to be in the best interests of the company. Our directors are also required, when exercising powers or performing duties as a director, to exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances, taking into account without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken. In the exercise of their powers, our directors must ensure neither they nor the company acts in a manner which contravenes the Companies Act or our Memorandum and Articles of Association, as amended and restated from time to time. A shareholder has the right to seek damages for breaches of duties owed to us by our directors.
Interested transactions
A director may vote, attend a board meeting and be included for the purposes of a quorum, sign a document on behalf of the Company, or do any other thing in their capacity as a director with respect to any transaction in which that director is interested. A director must immediately disclose the interest to all other directors after becoming aware of the fact that they are interested in a transaction entered into or to be entered into by the Company. Subject to compliance with the Companies Act, a director shall not, by reason of that director’s office, be accountable to the Company for any remuneration, profit or other benefit derived, or resulting, from derived from such transaction and no such transaction shall be liable to be avoided on the grounds that a director has an interest in it or derives any remuneration, profit or other benefit from it.
A disclosure is only made when it is brought to the attention of every director. The disclosure by a director that they are a member, director, officer or trustee of another named entity or other individual, or has a fiduciary relationship with respect to the entity or individual, and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure of interest, be entered into with the Company or that director, is a sufficient disclosure of interest in relation to that transaction.
Directors and officers
Unless the shareholders decide otherwise by a resolution of shareholders, the number of directors is not subject to a maximum number but the minimum number of directors shall be one. The first directors were appointed by the Company’s first BVI registered agent. Subject to the Company’s Memorandum and Articles of Association and the Companies Act, our directors may by a resolution of directors: (i) appoint any person to hold any office with the Company (including chairperson of directors, chief executive officer, vice president, secretary and treasurer) on any terms, and for any period, they think fit (a person may hold more than one office at the same time); (ii) delegate any of their powers to any committee, consisting of one or more directors on any terms they think fit; and/or (iii) appoint any person (including a director) to be an agent of the Company and delegate their powers to that agent on any terms they think fit.
The directors cannot delegate to a committee or agent the power to: (i) amend the memorandum and articles of association of the Company; (ii) designate committees of directors other than a sub-committee of it; (iii) delegate powers to a committee of directors other than a sub-committee of it; (iv) appoint or remove a director or agent; (v) approve a plan of merger, consolidation or arrangement; (vi) make a declaration of solvency or approve a liquidation plan; or (vii) make a determination that the Company will, immediately after a proposed distribution, satisfy the Solvency Test.
Proceedings of directors
A director may, and (if a secretary has been appointed) the secretary must, call a meeting of directors. At least 3 days’ notice of each meeting of directors must be given. A meeting of directors will be valid even if the person who calls the meeting inadvertently fails to give notice to a director or a director fails to receive it.
Unless the directors decide otherwise by resolution of directors, a quorum will be present at a meeting of directors if not less than one half of the total number of directors is present. If the Company only has two directors, a quorum is present if two directors are present. If the Company only has a sole director, a quorum is present if the sole director is present.
A resolution put to a vote at a meeting of directors, will be passed and become a resolution of directors if passed by a simple majority of the votes cast in respect of the resolution, at a valid meeting of directors or a committee, by directors or members of the committee (or their alternates) present at the meeting who are entitled to vote.
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Any action that may be taken by our directors at a meeting of directors may also be taken by our directors passing a written resolution of directors without the need for any prior notice to be given. A written resolution of directors is passed if signed or consented to (including by way of fax or email) by a majority of directors or members of a committee (or their alternates) who are entitled to vote. Where a written resolution of directors is passed without all of our directors signing or consenting to it, the Company must send a copy of it to those directors who have not signed or consented to it. If the Company fails to do so, this will not invalidate the resolution. If the Company has a sole director, the sole director may pass a written resolution of directors.
Terms of directors and officers
At any time, the Company’s directors may appoint by a resolution of directors any person to be a director, either to fill a vacancy or as an additional director, for any term (if any) the directors decide. Where the directors appoint a person as director to fill a vacancy, the term of appointment must not exceed the term remaining of the director who ceased to hold office.
Shareholder Action by Written Consent
British Virgin Islands law provides that, subject to the memorandum and articles of association of a company, an action that may be taken by the shareholders at a meeting may also be taken by a resolution of shareholders consented to in writing or by telex, telegram, cable or other written electronic communication, without the need for any notice.
Our Memorandum and Articles of Association provide that a written resolution of shareholders: (i) may consist of several documents (including electronic communications) in substantially the same form; (ii) may be signed or consented to by the relevant shareholder or the shareholder’s attorney or (in the case of a body corporate) a properly authorized officer or attorney; and (iii) must be sent to each shareholder who would be entitled to attend a meeting of shareholders and vote on the resolution.
Our Memorandum and Articles of Association permit shareholders to act by written consent (passed by the consent in writing of a simple majority of the votes of the Shares entitled to vote thereon) but provide that if a resolution of shareholders is approved otherwise that by unanimous written consent of all shareholders, a copy of the resolution must immediately be sent to each non-consenting shareholder.
Under the Delaware General Corporation Act, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Our Articles of Association provide that any action required or permitted to be taken at general meetings of the Company may only be taken upon the vote of shareholders at general meeting and shareholders may not approve corporate matters by way of a unanimous written resolution without a meeting being held.
Shareholder Proposals
Under the Delaware General Corporation Act, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors, or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act and Memorandum and Articles of Association provide that our board of directors must convene a meeting of shareholders upon the written request of shareholders entitled to exercise 30% or more of the voting rights. We are not obliged under the Companies Act or any other law of the BVI to call shareholders’ annual general meetings, but our Memorandum and Articles of Association provide for an annual general meeting to be called in accordance with the requirements of the relevant listing rules, Memorandum and Articles of Association and the Companies Act. The location of any shareholders’ meeting can be determined by the board of directors and can be held anywhere in the world.
Cumulative Voting
Under the Delaware General Corporation Act, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all
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the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under British Virgin Islands law, our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors (or otherwise ceasing to hold office)
A director ceases to hold office if: (i) the director’s term of office expires and the director is not re-elected or reappointed; (ii) the director resigns by written notice to the Company; (iii) the director dies or enters into bankruptcy, liquidation or any similar procedure; (iv) the director becomes of unsound mind or is mentally or physically incapable of acting as a director; (v) the director is prohibited or disqualified by law or under Nasdaq Listing Rules from being a director; (vi) the director becomes bankrupt or insolvent or makes any arrangement or composition with the director’s creditors generally; or (vii) the director is removed from office by a resolution of shareholders or resolution of directors (and, for this purpose, section 114 (Removal of directors) of the Companies Act does not apply to the Company).
A director may be removed from office (i) with or without cause, by a simple majority vote of the shareholders passed at a meeting of shareholders called for the purposes of removing the director (or for purposes including the removal of the director) or (ii) by a written resolution of the shareholders passed by at least 50 percent of the votes of the shareholders of the Company entitled to vote.
A director may be removed from office with cause, by a simple majority decision of the directors passed at a meeting of directors called for the purpose of removing the director (or for purposes including the removal of the director).
Where a director resigns, the resignation takes effect from the later of the date: (i) on which the notice of resignation is received at the Company’s registered office or the office of the Company’s registered agent; and (ii) specified in the notice of resignation.
Under the Delaware General Corporation Act, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
Transactions with Interested Shareholders
The Delaware General Corporation Act contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. British Virgin Islands law has no comparable statute.
Dissolution; Winding Up
Under the Delaware General Corporation Act, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under British Virgin Islands law, a company may be wound up by either an order of the courts of the British Virgin Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
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Under the Companies Act and our Memorandum and Articles of Association, we may appoint a voluntary liquidator by a resolution of shareholders or (subject to section 199(2) of the Companies Act) a resolution of directors.
Variation of Rights of Shares
Under the Delaware General Corporation Act, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under British Virgin Islands law and our Articles of Association, if our authorized shares are divided into more than one class of shares, we may vary the rights attached to any class only with the consent in writing of or by a resolution passed at a meeting by the holders of not less than 50 percent of the issued Shares in that class.
Amendment of Governing Documents
Under the Delaware General Corporation Act, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by British Virgin Islands law, our Memorandum and Articles of Association may be amended by a resolution of shareholders and, subject to certain exceptions, by a resolution of directors. Any amendment is effective from the date it is registered at the BVI Registry of Corporate Affairs.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Directors’ Power to Issue Shares
Subject to applicable law, our board of Directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.
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SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have [•] Ordinary Shares issued and outstanding.
All of the Ordinary Shares sold in this offering by the Company will be freely transferable in the United States, without restriction or further registration under the Securities Act, by persons other than our “affiliates.” Rule 144 of the Securities Act defines an “affiliate” of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our Company. All of our Ordinary Shares outstanding immediately prior to the completion of this offering are “restricted securities” as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 promulgated under the Securities Act, which rule is summarized below. Restricted shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Securities Act. This prospectus may not be used in connection with any resale of our Ordinary Shares acquired in this offering by our affiliates.
Sales of substantial amounts of our Ordinary Shares in the public market could adversely affect prevailing market prices of our Ordinary Shares. Prior to this offering, there has been no public market for our Ordinary Shares, and while we have applied to list our Ordinary Shares on the Nasdaq Capital Market, we cannot assure you that a regular trading market will develop in the Ordinary Shares.
Lock-Up Agreements
We have agreed with the underwriter, for a period of six (6) months from the closing of this offering, subject to certain exceptions not to directly or indirectly (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.
Furthermore, each of our Directors and Executive Officers and our holders of more than 5% of our shares, have also entered into a similar lock-up agreement with the underwriter for a period of six (6) months from the closing of this offering, and the remainder of our shareholders have also entered into a similar lock-up agreement with the underwriter for a period of ninety (90) days from the closing of this offering, subject to certain exceptions, with respect to our shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock.
We cannot predict what effect, if any, future sales of our Ordinary Shares, or the availability of Ordinary Shares for future sale, will have on the trading price of our Ordinary Shares from time to time. Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our Ordinary Shares.
Rule 144
In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, persons who are not our affiliates and have beneficially owned our Ordinary Shares for more than six months but not more than one year may sell such Ordinary Shares without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our Ordinary Shares for more than one year may freely sell our Ordinary Shares without registration under the Securities Act. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares), and have beneficially owned our Ordinary Shares for at least six months, may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:
• 1.0% of the then outstanding Ordinary Shares; or
• The average weekly trading volume of our Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale on Form 144 is filed with the SEC by such person.
Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. In addition, in each case, these shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires.
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MATERIAL TAX CONSIDERATIONS
The following summary of certain British Virgin Islands and U.S. federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the British Virgin Islands and the United States. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to matters of British Virgin Islands tax law, it is the opinion of [**] our counsel as to British Virgin Islands law.
Malaysia Tax Considerations
The following brief description of Malaysian enterprise income taxation is designed to highlight the enterprise-level taxation on our earnings, which will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Dividends and Dividend Policy.”
Income Tax in Malaysia
The principal legislation that governs a person’s income tax in Malaysia is the Income Tax Act 1967 (the “ITA”). The regulatory body implementing and enforcing the ITA is the Inland Revenue Board of Malaysia (“IRB”). Pursuant to Section 3 of the ITA, income tax shall be charged for each year of assessment (“YA”) upon the income of any person accruing in or derived from Malaysia or received in Malaysia from outside Malaysia.
Pursuant to Section 8 of the ITA, a company is a tax resident in Malaysia if its management and control are exercised in Malaysia. Management and control are normally considered to be exercised at the place where the directors’ meetings concerning management and control of the company are held. The income tax rate payable by a resident company differs depending on the amount of the company’s paid-up capital and its annual sale in relation to the particular YA. The corporate income tax rates are as illustrated below:
|
Types of Company
|
|
Chargeable income
|
|
Tax rate
YA 2023
|
|
Resident company:
|
|
|
|
|
|
• with paid-up capital of 2.5 million Malaysian ringgit (MYR) or less, and gross income from business of not more than MYR 50 million
|
|
On the first
RM150,000
|
|
15%
|
|
• that does not control, directly or indirectly, another company that has paid-up capital of more than MYR 2.5 million
|
|
RM150,001 to
RM600,000
|
|
17%
|
|
• is not controlled, directly or indirectly, by another company that has paid-up capital of more than MYR 2.5 million, and
|
|
RM600,001 and
Subsequent Balance
|
|
24%
|
|
• with no more than 20% of its paid-up capital being owned, directly or indirectly, by a foreign company or non-Malaysian citizen (with effect from year of assessment 2024)
|
|
|
|
|
|
Company other than the above category
|
|
24%
|
Pursuant to the ITA, a non-resident company — namely, a company whose management and control are not exercised in Malaysia and thus does not fall under the purview of Section 8 of the ITA — is subject to the following tax rates:
|
Types of Income
|
|
Rate (%)
|
|
Business income.
|
|
24
|
|
Royalties derived from Malaysia.
|
|
10
|
|
Rental of moveable properties.
|
|
10
|
|
Advice, assistance, or services rendered in Malaysia.
|
|
10
|
|
Interest.
|
|
15*
|
|
Dividends.
|
|
Exempt
|
|
Other income.
|
|
10
|
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Foreign-Sourced Income
Malaysia adopts a territorial principle of taxation, under which only income accruing in or derived from or received in Malaysia from outside Malaysia is subject to income tax in Malaysia pursuant to Section 3 of the ITA. Previously, “income received in Malaysia from outside Malaysia” or “foreign-sourced income” (“FSI”) received by Malaysian taxpayers is not taxable due to the availability of tax exemption under Paragraph 28, Schedule 6 of the ITA (“Para 28”). This exemption is applicable to any person other than a resident company carrying on the business of banking, insurance, or sea or air transport, in respect of income derived from sources outside Malaysia and received in Malaysia, pursuant to Para 28. On October 29, 2021, however, the Malaysian government announced via the Budget 2022 that the exemption under Para 28 will no longer be applicable to tax residents, effective from January 1, 2022. Therefore, income tax will be imposed on resident persons in Malaysia on income derived from foreign sources and received in Malaysia with effect from January 1, 2022. Such income will be treated equally vis-à-vis income accruing in or derived from Malaysia and taxable under Section 3 of the ITA.
In summary, the tax treatments for the income of a person in Malaysia are depicted as follows:
|
Income Derived From
|
|
Income Received In
|
|
Prior to
January 1, 2022
|
|
Effective from
January 1, 2022
|
|
Malaysia
|
|
Malaysia
|
|
Taxable
|
|
Taxable
|
|
Malaysia
|
|
Malaysia from outside
Malaysia
|
|
Taxable
|
|
Taxable
|
|
Overseas
|
|
Malaysia from outside
Malaysia
|
|
Tax Exempted
|
|
Taxable
|
|
Overseas
|
|
Overseas
|
|
Tax Exempted
|
|
Tax Exempted
|
On November 16, 2021, the IRB announced the Special Income Remittance Program (“SIRP”) for Malaysian tax residents whose income is derived from foreign sources and received in Malaysia. The implementation of taxation on FSI is staggered into the following two timelines, depending on the timing of remittance of FSI into Malaysia: (i) during the period from January 1 to June 30, 2022 (six months) (the “SIRP Period”), FSI remitted shall be taxed at a fixed rate of 3% on the gross amount of income remitted; and (ii) on or after July 1, 2022, FSI remitted shall be taxed at the prevailing tax rate applicable to tax residents on the statutory income, namely, gross FSI less expenses attributable to the FSI. FSI remitted under the SIRP will be accepted in good faith by the IRB as the IRB will not conduct an audit or investigation on the taxpayer. In addition, the IRB will not impose any penalty on FSI remitted during the SIRP Period.
Notwithstanding the implementation of taxation on FSI, the Malaysian Ministry of Finance announced on December 30, 2021 that exemption from income tax would be available for a period of five years on certain categories of FSI received by Malaysian tax residents, when certain qualifying conditions are met. Specifically, (i) for individuals excluding those carrying on business in Malaysia through a partnership, all categories of FSI are exempted; and (ii) for companies and limited liability partnerships, foreign-sourced dividend income is exempted. To legislate the above, the following Orders were gazetted on 19 July 2022 and are effective from January 1, 2022 to December 31, 2026.
Profit Distribution and Withholding Tax
We are a holding company incorporated as a business company in the British Virgin Islands and we gain substantial income by way of dividends to be paid to us from Sagtec Group Sdn Bhd and CL Technologies (International) Sdn Bhd (Malaysia), our direct subsidiary company in Malaysia.
Malaysia is under the single-tier tax system, under which income tax imposed on a company’s chargeable income is a final tax, and dividends distributed are exempt from tax in the hands of the shareholders pursuant to Section 108 of the ITA. As such, companies are not required to deduct tax from dividends paid to shareholders, and no tax credits will be available to offset against the recipient’s tax liability. Corporate shareholders receiving exempt single-tier dividends can, in turn, distribute such dividends to their own shareholders, who are also exempt on such receipts. In addition, while Malaysia imposes withholding tax on certain payments, such as interest, royalties, contract payments, and special classes of income, Malaysia does not do so on dividends in addition to tax on the profits out of which the dividends are declared. Such position aligns with the double taxation agreements (“DTAs”) concluded by Malaysia with an extensive number of countries, including the United States. Pursuant to the DTAs, no withholding tax will be imposed on dividends paid by Malaysian companies to non-residents.
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British Virgin Islands Tax Considerations
A holder of shares in a BVI company who is not a resident of the BVI is not required to pay tax in the BVI on (i) dividends paid with respect to the shares, or (ii) any gains realized during that year on sale or disposal of such shares, provided the BVI company does not have a direct or indirect interest in any land in the BVI. The laws of the BVI does not impose a withholding tax on dividends paid by a company incorporated or re-registered under the Companies Act.
There are no capital gains, gift or inheritance taxes levied by the BVI government on companies incorporated or re-registered under the Companies Act. In addition, shares of companies incorporated or re-registered under the Companies Act are not subject to transfer taxes, stamp duties or similar charges, provided the company does not have a direct or indirect interest in any land in the BVI.
There is no income tax treaty currently in effect between the United States and the BVI, however, the BVI has entered into multiple information-exchange arrangements with the United States, including the Multilateral Competent Authority Agreement on Automatic Exchange of Financial Account Information.
Under the current laws of BVI, our company is not subject to tax on income or capital gains.
United States Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares in this offering and hold our Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain financial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local tax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum tax or Medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of an investment in our Ordinary Shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner as a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment in our Ordinary Shares.
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Dividends
The entire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings and profits, such distributions will not be dividends, but instead will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution as a “dividend” for United States federal income tax purposes.
Any dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Dividends paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that are converted into U.S. dollars on a date subsequent to receipt.
Sale or Other Disposition of Ordinary Shares
A U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.
A U.S. Holder that receives Malaysian Ringgit or another currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in effect
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on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion of the currency will be United States source ordinary income or loss.
Passive Foreign Investment Company Considerations
For United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon our current and expected income and assets (including goodwill and taking into account the expected proceeds from this offering) and the expected market price of our Ordinary Shares following this offering, we do not expect to be a PFIC for the current taxable year or the foreseeable future.
However, while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for the current or future taxable years.
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:
• such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;
• such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income;
• such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year; and
• an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.
If we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and we own any equity in a non-United States entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of the entities in which we may own equity.
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Although we have applied to list our Ordinary Shares on the
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Nasdaq Capital Market, we cannot guarantee that our listing will be approved. Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded on such exchange. U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for these purposes.
If an effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over its adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of its adjusted tax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
If a U.S. Holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.
Because a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest in any of our non-United States subsidiaries if any of them is a PFIC.
If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IN THE OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR’S OWN CIRCUMSTANCES.
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UNDERWRITING
The Benchmark Company LLC (the “underwriter”) is acting as the sole underwriter in this offering. We have entered into an underwriting agreement with respect to the Ordinary Shares being offered. Subject to certain conditions, the underwriter has agreed to purchase the number of Ordinary Shares indicated in the following table.
|
Underwriter
|
|
Number of
Shares
|
|
The Benchmark Company LLC
|
|
|
|
Total
|
|
|
The underwriter is offering the Ordinary Shares subject to its acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligation of the underwriter to purchase the Ordinary Shares included in this offering is subject to the approval of certain legal matters by its counsel and to certain other conditions. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. The underwriter is obligated to purchase all the Ordinary Shares if any such Ordinary Shares are taken. However, the underwriter is not required to take or pay for the Ordinary Shares covered by the underwriter’s over-allotment option described below.
The underwriter initially proposes to offer part of the Ordinary Shares directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of US$[__] per Ordinary Shares under the initial public offering price. After the initial offering of the Ordinary Shares, the offering price and other selling terms may from time to time be varied by the underwriter.
Over-Allotment Option
We have granted the underwriter an option, exercisable from time to time in whole or in part, to purchase up to [•] additional Ordinary Shares, representing 15% of the Ordinary Shares sold in the offering, from us at the initial public offering price, less underwriting discounts and commissions, during the 30-day period after the closing date of this offering. The underwriter may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. Any Ordinary Shares issued or sold under the option will be issued and sold on the same terms and conditions as the other Ordinary Shares that are the subject of this offering.
Discounts, Commissions and Expenses
The following table shows the public offering price, the underwriting discounts and commissions that we are to pay the underwriter and the proceeds, before expenses, to us in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriter’s over-allotment option.
|
|
|
Per Ordinary
Share
|
|
Total Without
Over-Allotment
Option
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|
Total With Full
Over-Allotment
Option
|
|
Public offering price(1)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Underwriting fees and commissions(2)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Proceeds to the Company before expenses
|
|
$
|
|
|
$
|
|
|
$
|
|
We have agreed to reimburse the underwriter for its accountable expenses in connection with this offering in an amount up to $200,000 and to pay for the costs of background checks in an amount not to exceed $10,000. We have also agreed to pay the underwriter a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds of this offering (including proceeds from the exercise of the over-allotment option). We estimate the total expenses of this offering which will be payable by us, excluding the underwriting discount and the underwriter’s expenses payable by us, will be approximately $[•].
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We have paid the underwriter a retainer of $30,000 upon signing of the engagement agreement and have agreed to pay an additional $30,000 upon the first filing of the Registration Statement with the SEC. If the engagement agreement is terminated or the proposed initial public offering does not occur, any retainer balance will be refunded to the extent not actually incurred.
The underwriter will also be entitled to an aggregate additional fee of seven percent (7.0%) of the gross proceeds of future financings and warrants to purchase up to five percent (5.0%) of the number of securities sold in future financings consummated solely with investors (a) with whom we have had a conference call or a meeting arranged by the underwriter prior to the expiration or termination of the engagement letter and (b) provided that the future financing is consummated at any time within the twelve (12) month period following the earlier to occur of the expiration or termination of the engagement letter or the closing of this offering.
Underwriter’s Warrants
In addition to the foregoing, we have agreed to issue warrants to the underwriter to purchase such number of Ordinary Shares equal to five percent (5.0%) of the total number of Ordinary Shares sold in this offering (including any Ordinary Shares sold pursuant to the exercise of the over-allotment option). Such warrants shall have an exercise price equal to 100% of the offering price of the Ordinary Shares sold to investors in this offering and may be exercised on a cashless basis. The underwriter’s warrants will be exercisable commencing on the date six months from the closing of this offering and will terminate on the fifth anniversary of the commencement of sales for this offering. Furthermore, the underwriter’s warrants and the underlying shares will be deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), and except as otherwise permitted by FINRA rules, neither the underwriter’s warrants nor any of our Ordinary Shares issued upon exercise of the underwriter’s warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days immediately following the commencement of sales of this offering. This registration statement of which this prospectus is a part also covers the sale of the underwriter’s warrants and the Ordinary Shares underlying such warrants.
Right of First Refusal
We have granted to the underwriter the right to act as lead or joint investment bankers, lead or joint bookrunners, lead or joint placement agents and/or investment banker/advisor, for each and every future public and private equity and debt offering, including all equity-linked financings, as well as for each merger or acquisition transaction, effected by us or any successor to us or any subsidiary of ours, on customary terms for a period of twelve (12) months following the closing of this offering.
Lock-Up Agreements
We and each of our directors and officers and holders of more than five percent (5%) of our Ordinary Shares have agreed for a period of six (6) months from the closing of this offering, and the remainder of our shareholders have agreed for a period of ninety (90) days from the closing of this offering, without the prior written consent of the underwriter, not to directly or indirectly (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.
The restrictions described in the preceding paragraph are subject to certain exceptions.
Stabilization
In connection with the offering, the underwriter may purchase and sell Ordinary Shares in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriter of a greater number of Ordinary Shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional Ordinary Shares for which the underwriter’s option described above may be exercised. The underwriter may cover any covered
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short position by either exercising their option to purchase additional Ordinary Shares or purchasing Ordinary Shares in the open market. In determining the source of Ordinary Shares to cover the covered short position, the underwriter will consider, among other things, the price of Ordinary Shares available for purchase in the open market as compared as compared to the price at which they may purchase additional Ordinary Shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional Ordinary Shares for which the option described above may be exercised. The underwriter must cover any such naked short position by purchasing Ordinary Shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the Ordinary Shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of the Ordinary Shares made by the underwriter in the open market prior to the completion of the offering.
The underwriter may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriter a portion of the underwriting discount received by it because the representative has repurchased Ordinary Shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriter for its own account, may have the effect of preventing or retarding a decline in the market price of our Ordinary Shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the Ordinary Shares may be higher than the price that otherwise might exist in the open market. The underwriter is not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the New York Stock Exchange, Nasdaq or relevant exchange, in the over-the-counter market or otherwise.
Indemnification
We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933.
Electronic Offer, Sale and Distribution of Securities
A prospectus in electronic format may be made available on the websites maintained by the underwriter. In addition, Ordinary Shares may be sold by the underwriter to securities dealers who resell Ordinary Shares to online brokerage account holders. Other than the prospectus in electronic format, the information on the underwriter’s website and any information contained in any other website maintained by the underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriter in its capacity as an underwriter and should not be relied upon by investors.
Pricing of the Offering
Ordinary Shares sold by the underwriter to the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus. Any Ordinary Shares sold by the underwriter to securities dealers may be sold at a discount of up to US$[__] per Ordinary Shares from the initial public offering price. After the initial offering of the Ordinary Shares, the underwriter may change the offering price and the other selling terms. The offering of the Ordinary Shares by the underwriter is subject to receipt and acceptance and subject to the underwriter’s right to reject any order in whole or in part.
Prior to the offering, there has been no public market for the Ordinary Shares. The initial public offering price has been negotiated among us and the underwriter. Among the factors to be considered in determining the initial public offering price of the Ordinary Shares, in addition to prevailing market conditions, will be our historical performance, estimates of the business potential and earnings prospects of us, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.
Relationships
The underwriter and its affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The underwriter and its affiliates may have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.
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In the ordinary course of their various business activities, the underwriter and its affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
Selling Restrictions
No action may be taken in any jurisdiction other than the United States that would permit a public offering of the Ordinary Shares or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.
Notice to Prospective Investors in Australia
This prospectus:
• does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth), or the Corporations Act;
• has not been, and will not be, lodged with the Australian Securities and Investments Commission, or the ASIC, as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;
• does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and
• may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.
The Ordinary Shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the Ordinary Shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any Ordinary Shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the Ordinary Shares, you represent and warrant to us that you are an Exempt Investor.
As any offer of Ordinary Shares under this prospectus will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the Ordinary Shares you undertake to us that you will not, for a period of 12 months from the date of issue of the Ordinary Shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.
Notice to Prospective Investors in Canada
Resale restrictions. The distribution of the Ordinary Shares in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of the Ordinary Shares are made. Any resale of the Ordinary Shares in Canada must be made under applicable securities laws which may vary
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depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.
Representations of Canadian purchasers. By purchasing Ordinary Shares in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
• the purchaser is entitled under applicable provincial securities laws to purchase the Ordinary Shares without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106 — Prospectus Exemptions;
• the purchaser is a “permitted client” as defined in National Instrument 31-103 — Registration Requirements, Exemptions and Ongoing Registrant Obligations;
• where required by law, the purchaser is purchasing as principal and not as agent; and
• the purchaser has reviewed the text above under Resale Restrictions.
Conflicts of Interest. Canadian purchasers are hereby notified that the Underwriter is relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105 — Underwriting Conflicts from having to provide certain conflict of interest disclosure in this prospectus.
Statutory Rights of Action. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) such as this prospectus contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Enforcement of Legal Rights. All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment. Canadian purchasers of Ordinary Shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the Ordinary Shares in their particular circumstances and about the eligibility of the Ordinary Shares for investment by the purchaser under relevant Canadian legislation.
Notice to Prospective Investors in the British Virgin Islands
The shares are not being and may not be offered to the public or to any person in the BVI for purchase or subscription by us or on our behalf. The shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (as amended) (each a “BVI Company”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the BVI.
Notice to Prospective Investors in Dubai International Financial Centre, or the DIFC
This prospectus relates to an Exempt Offer of the Dubai Financial Services Authority, or the DFSA, in accordance with the Markets Rules 2012 of the DFSA. This prospectus is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for this prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
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In relation to its use in the DIFC, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.
Notice to Prospective Investors in European Economic Area
In relation to each Member State of the European Economic Area (each, a Relevant State), no Ordinary Shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Ordinary Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of Ordinary Shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:
• to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
• to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Underwriter for any such offer; or
• in any other circumstances falling within Article 1(4) of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any Ordinary Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Ordinary Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Notice to Prospective Investors in Hong Kong
The Ordinary Shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules promulgated thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Ordinary Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Ordinary Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules promulgated thereunder.
Notice to Prospective Investors in Japan
Ordinary Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws, rules and regulations of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
Notice to Prospective Investors in Kuwait
Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 “Regulating the Negotiation of Securities and Establishment of Investment Funds,” its Executive Regulations and the various Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the Ordinary Shares, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.
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Investors in Kuwait who approach us or any of the Underwriter to obtain copies of this prospectus are required by us and the Underwriter to keep such prospectus confidential and not to make copies thereof nor distribute the same to any other person in Kuwait and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of the Ordinary Shares.
Notice to Prospective Investors in People’s Republic of China
This prospectus may not be circulated or distributed in the People’s Republic of China, or the PRC, and the Ordinary Shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC includes only mainland China.
Notice to Prospective Investors in Qatar
In the State of Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person’s request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Centre Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.
Notice to Prospective Investors in Saudi Arabia
This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.
Notice to Prospective Investors in Malaysia
This prospectus has not been registered as a prospectus in Malaysia with the Monetary Authority of Malaysia. Accordingly, this prospectus and any other documents or material in connection with the offer or sale, or invitation for subscription or purchase, of the Ordinary Shares may not be circulated or distributed, nor may the Ordinary Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) to an institutional investor under Section 274 of the Securities and Futures Act 2001 of Malaysia, or the SFA, or (ii) to a relevant person pursuant to Section 275(1), or to any person pursuant to Section 275(1A), and in accordance with the conditions specified in Sections 275 and 276, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions set forth in the SFA.
Where our Ordinary Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; securities and securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Ordinary Shares pursuant to an offer made under Section 275 of the SFA, except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA or (in the case of such corporation) where the transfer arises from an offer referred to in Section 275(1A) of the SFA, or (in the case of such trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA;
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(2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Malaysia.
Notification under Section 309B(1)(c) of the SFA
The Shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Purchasers are advised to seek legal advice prior to any resale of the securities.
Notice to Prospective Investors in Switzerland
The Ordinary Shares will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to our company or the Ordinary Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of the Ordinary Shares will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the Ordinary Shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Ordinary Shares.
Notice to Prospective Investors in United Arab Emirates
The Ordinary Shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the United Arab Emirates, except: (i) in compliance with all applicable laws and regulations of the United Arab Emirates; and (ii) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign securities in the United Arab Emirates. The information contained in this prospectus does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 (as amended)) or otherwise and is not intended to be a public offer and is addressed only to persons who are sophisticated investors.
Notice to Prospective Investors in United Kingdom
This prospectus is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order; or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (i)-(iii) together being referred to as “relevant persons”). The Ordinary Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Ordinary Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.
112
Table of Contents
EXPENSES RELATING TO THIS OFFERING
Set forth below is an itemization of the total expenses, excluding underwriting discounts, expected to be incurred in connection with this offering by us. With the exception of the SEC registration fee, the FINRA filing fee, and the stock exchange market entry and listing fee, all amounts are estimates.
|
Securities and Exchange Commission Registration Fee
|
|
US$
|
[•]
|
|
Nasdaq Listing Fee
|
|
US$
|
[•]
|
|
FINRA Filing Fee
|
|
US$
|
[•]
|
|
Legal Fees and Expenses
|
|
US$
|
[•]
|
|
Accounting Fees and Expenses
|
|
US$
|
[•]
|
|
Printing and Engraving Expenses
|
|
US$
|
[•]
|
|
Miscellaneous Expenses
|
|
US$
|
[•]
|
|
Underwriter Expenses
|
|
US$
|
[•]
|
|
Total Expenses
|
|
US$
|
[•]
|
113
Table of Contents
LEGAL MATTERS
Ortoli Rosenstadt LLP is acting as counsel to our company regarding U.S. securities law matters. The validity of the Ordinary Shares offered hereby will be opined upon for us by Mourant Ozannes (BVI). McGuireWoods LLP is acting as U.S. securities counsel to the underwriter. Ortoli Rosenstadt LLP may rely upon Mourant Ozannes (BVI) with respect to matters governed by the law of the British Virgin Islands. We can rely on HL Tan Lim & Partners in relation to certain legal matters as to Malaysia law.
EXPERTS
The financial statements for each of the two financial years in the period ended December 31, 2023 and 2022 included in this prospectus have been audited by Onestop Assurance PAC, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing. The office of Onestop Assurance PAC is located at 10 Anson Road, #06-15 International Plaza, Singapore 079903.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act, covering the Ordinary Shares offered by this prospectus. You should refer to our registration statements and their exhibits and schedules if you would like to find out more about us and about the Ordinary Shares. This prospectus summarizes material provisions of contracts and other documents that we refer you to. Since this prospectus may not contain all the information that you may find important, you should review the full text of these documents.
Immediately upon the completion of this offering, we will be subject to periodic reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
The registration statements, reports and other information so filed can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a website that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov. The information on that website is not a part of this prospectus.
No dealers, salesperson or other person Is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
114
Table of Contents
SAGTEC GLOBAL LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Sagtec Global Limited
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Sagtec Global Limited and its Subsidiaries (collectively, the “Group”) as of December 31, 2023 and 2022, and January 1, 2022, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2023 and 2022, and January 1, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the United States federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Group’s auditor since 2023.
/s/ Onestop Assurance PAC
Singapore
August 16, 2024
F-2
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF JANUARY 1, 2022, DECEMBER 31, 2022 AND 2023
|
|
|
Note
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
|
|
RM
|
|
RM
|
|
RM
|
|
USD
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Plant and equipment
|
|
8
|
|
6,264,956
|
|
|
9,731,752
|
|
11,047,078
|
|
2,407,190
|
|
Right-of-use assets
|
|
9
|
|
271,122
|
|
|
262,442
|
|
225,282
|
|
49,090
|
|
Total non-current assets
|
|
|
|
6,536,078
|
|
|
9,994,194
|
|
11,272,360
|
|
2,456,280
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables, net
|
|
10
|
|
774,859
|
|
|
1,063,369
|
|
1,990,414
|
|
433,717
|
|
Other receivables
|
|
11
|
|
58,184
|
|
|
69,184
|
|
6,076,074
|
|
1,323,994
|
|
Cash and short term deposits
|
|
12
|
|
383,530
|
|
|
558,434
|
|
1,959,780
|
|
427,041
|
|
Amount due from director
|
|
13
|
|
853,591
|
|
|
289,734
|
|
—
|
|
—
|
|
Amount due from shareholders
|
|
13
|
|
318,467
|
|
|
95,766
|
|
—
|
|
—
|
|
Amount due from related parties
|
|
13
|
|
737,568
|
|
|
773,817
|
|
—
|
|
—
|
|
Total current assets
|
|
|
|
3,126,199
|
|
|
2,850,304
|
|
10,026,268
|
|
2,184,752
|
|
Total assets
|
|
|
|
9,662,277
|
|
|
12,844,498
|
|
21,298,628
|
|
4,641,032
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
2,375,939
|
|
|
487,955
|
|
423,787
|
|
92,344
|
|
Amount due to shareholder
|
|
13
|
|
—
|
|
|
—
|
|
886
|
|
193
|
|
Amount due to director
|
|
13
|
|
—
|
|
|
—
|
|
137,181
|
|
29,892
|
|
Other payables
|
|
11
|
|
116,026
|
|
|
498,331
|
|
692,841
|
|
150,972
|
|
Deferred revenue
|
|
18
|
|
23,109
|
|
|
867,708
|
|
2,691,244
|
|
586,430
|
|
Provisions
|
|
14
|
|
—
|
|
|
92,680
|
|
494,280
|
|
107,705
|
|
Tax payable
|
|
16
|
|
100,279
|
|
|
553,111
|
|
1,632,210
|
|
355,663
|
|
Lease liabilities
|
|
9
|
|
110,107
|
|
|
144,012
|
|
46,994
|
|
10,240
|
|
Bank overdraft
|
|
15
|
|
601,566
|
|
|
900,231
|
|
1,064,530
|
|
231,964
|
|
Bank borrowings
|
|
15
|
|
41,807
|
|
|
91,222
|
|
583,313
|
|
127,106
|
|
Total current liabilities
|
|
|
|
3,368,833
|
|
|
3,635,250
|
|
7,767,266
|
|
1,692,509
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
9
|
|
167,672
|
|
|
101,381
|
|
162,577
|
|
35,426
|
|
Bank borrowings
|
|
15
|
|
222,767
|
|
|
448,865
|
|
2,326,156
|
|
506,876
|
|
Deferred tax liabilities
|
|
16
|
|
374,846
|
|
|
767,259
|
|
823,938
|
|
179,538
|
|
Total non-current labilities
|
|
|
|
765,285
|
|
|
1,317,505
|
|
3,312,671
|
|
721,840
|
|
Total liabilities
|
|
|
|
4,134,118
|
|
|
4,952,755
|
|
11,079,937
|
|
2,414,349
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital, 10,800,000 common shares issued and outstanding with no par value, unlimited authorized share
|
|
4
|
|
2,515,899
|
|
|
2,515,899
|
|
1,145,780
|
|
249,669
|
|
Reserves
|
|
17
|
|
3,280,388
|
|
|
3,280,388
|
|
3,280,388
|
|
714,806
|
|
(Accumulated losses)/Retained earnings
|
|
|
|
(1,508,582
|
)
|
|
961,960
|
|
5,439,549
|
|
1,185,294
|
|
Shareholders’ equity
|
|
|
|
4,287,705
|
|
|
6,758,247
|
|
9,865,717
|
|
2,149,769
|
|
Non-controlling interest
|
|
|
|
1,240,454
|
|
|
1,133,496
|
|
352,974
|
|
76,914
|
|
Total equity
|
|
|
|
5,528,159
|
|
|
7,891,743
|
|
10,218,691
|
|
2,226,683
|
|
Total liabilities and equity
|
|
|
|
9,662,277
|
|
|
12,844,498
|
|
21,298,628
|
|
4,641,032
|
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2023
|
|
|
Note
|
|
2022
|
|
2023
|
|
2023
|
| |
|
|
|
RM
|
|
RM
|
|
USD
|
|
Revenue
|
|
18
|
|
8,945,957
|
|
|
24,292,181
|
|
|
5,293,337
|
|
|
Revenue from related parties
|
|
18
|
|
4,054,069
|
|
|
4,988,468
|
|
|
1,087,002
|
|
|
Total revenue
|
|
|
|
13,000,026
|
|
|
29,280,649
|
|
|
6,380,339
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
19
|
|
(7,957,725
|
)
|
|
(21,112,777
|
)
|
|
(4,600,536
|
)
|
|
Cost of sales from related parties
|
|
19
|
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|
Total cost of sales
|
|
|
|
(7,959,225
|
)
|
|
(21,112,777
|
)
|
|
(4,600,536
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
5,040,801
|
|
|
8,167,872
|
|
|
1,779,803
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
20
|
|
(1,164,329
|
)
|
|
(2,156,947
|
)
|
|
(470,005
|
)
|
|
Selling and administrative expenses from related parties
|
|
20
|
|
(643,595
|
)
|
|
(571,243
|
)
|
|
(124,476
|
)
|
|
Disposal gain
|
|
7
|
|
—
|
|
|
662,701
|
|
|
144,405
|
|
|
Income from operations before income tax
|
|
|
|
3,232,877
|
|
|
6,102,383
|
|
|
1,329,727
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
12,351
|
|
|
85,198
|
|
|
18,565
|
|
|
Finance costs
|
|
|
|
(36,399
|
)
|
|
(164,491
|
)
|
|
(35,843
|
)
|
|
Profit before income tax
|
|
|
|
3,208,829
|
|
|
6,023,090
|
|
|
1,312,449
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
16
|
|
(845,245
|
)
|
|
(1,366,789
|
)
|
|
(297,827
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the year, representing total comprehensive income for the year
|
|
|
|
2,363,584
|
|
|
4,656,301
|
|
|
1,014,622
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity owners of the Company
|
|
|
|
2,470,542
|
|
|
4,476,259
|
|
|
975,390
|
|
|
Non-controlling interests
|
|
|
|
(106,958
|
)
|
|
180,042
|
|
|
39,232
|
|
|
Total
|
|
|
|
2,363,584
|
|
|
4,656,301
|
|
|
1,014,622
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding – Basic and Diluted
|
|
|
|
10,800,000
|
|
|
10,800,000
|
|
|
10,800,000
|
|
|
Basic and Diluted Net Income per Share
|
|
|
|
0.2288
|
|
|
0.4145
|
|
|
0.0903
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE FINANCIAL YEARS ENDED DECEMBER 31, 2022 AND 2023
|
|
|
Note
|
|
Number of
outstanding
shares
|
|
Share
capital
|
|
Reserves
|
|
Retained
earnings
|
|
Shareholders’
equity
|
|
Non-
controlling
interest
|
|
Total
equity
|
| |
|
|
|
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Balance at January 1, 2022
|
|
|
|
10,800,000
|
|
2,515,899
|
|
|
3,280,388
|
|
(1,508,582
|
)
|
|
4,287,705
|
|
|
1,240,454
|
|
|
5,528,159
|
|
|
Net profit for the year, representing total comprehensive income for the year
|
|
|
|
—
|
|
—
|
|
|
—
|
|
2,470,542
|
|
|
2,470,542
|
|
|
(106,958
|
)
|
|
2,363,584
|
|
|
Balance at December 31, 2022
|
|
|
|
10,800,000
|
|
2,515,899
|
|
|
3,280,388
|
|
961,960
|
|
|
6,758,247
|
|
|
1,133,496
|
|
|
7,891,743
|
|
|
Issuance of shares
|
|
4
|
|
—
|
|
336,217
|
|
|
—
|
|
—
|
|
|
336,217
|
|
|
309,163
|
|
|
645,380
|
|
|
Equity transaction
|
|
|
|
—
|
|
2,019
|
|
|
—
|
|
1,330
|
|
|
3,349
|
|
|
(3,349
|
)
|
|
—
|
|
|
Disposition of Sagfood (Malaysia) Sdn Bhd
|
|
7
|
|
—
|
|
(1,708,355
|
)
|
|
—
|
|
—
|
|
|
(1,708,355
|
)
|
|
(1,266,378
|
)
|
|
(2,974,733
|
)
|
|
Net profit for the year, representing total comprehensive income for the year.
|
|
|
|
—
|
|
—
|
|
|
—
|
|
4,476,259
|
|
|
4,476,259
|
|
|
180,042
|
|
|
4,656,301
|
|
|
Balance at December 31, 2023
|
|
|
|
10,800,000
|
|
1,145,780
|
|
|
3,280,388
|
|
5,439,549
|
|
|
9,865,717
|
|
|
352,974
|
|
|
10,218,691
|
|
|
|
|
Note
|
|
Number of
outstanding
shares
|
|
Share
capital
|
|
Reserves
|
|
Retained
earnings
|
|
Shareholders’
equity
|
|
Non-
controlling
interest
|
|
Total
equity
|
| |
|
|
|
|
|
USD
|
|
USD
|
|
USD
|
|
USD
|
|
USD
|
|
USD
|
|
Balance at December 31, 2022
|
|
|
|
10,800,000
|
|
548,222
|
|
714,806
|
|
209,614
|
|
1,472,642
|
|
246,992
|
|
1,719,634
|
|
Balance at December 31, 2023
|
|
|
|
10,800,000
|
|
249,669
|
|
714,806
|
|
1,185,294
|
|
2,149,769
|
|
76,914
|
|
2,226,683
|
Equity transaction reflect changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary.
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2023
|
|
|
Note
|
|
2022
|
|
2023
|
|
2023
|
| |
|
|
|
RM
|
|
RM
|
|
USD
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the year
|
|
|
|
2,363,584
|
|
|
4,656,301
|
|
|
1,014,622
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net profit to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
1,260,586
|
|
|
1,639,079
|
|
|
357,160
|
|
|
Amortization
|
|
|
|
164,345
|
|
|
102,379
|
|
|
22,309
|
|
|
Provisions
|
|
|
|
92,680
|
|
|
401,600
|
|
|
87,510
|
|
|
Imputed interest of lease liability
|
|
|
|
13,066
|
|
|
13,035
|
|
|
2,840
|
|
|
Finance costs
|
|
|
|
36,399
|
|
|
164,491
|
|
|
35,843
|
|
|
Overdraft charges
|
|
|
|
44,250
|
|
|
59,964
|
|
|
13,066
|
|
|
Gain on disposal of subsidiary
|
|
|
|
—
|
|
|
(662,701
|
)
|
|
(144,405
|
)
|
|
Income tax expenses
|
|
|
|
845,245
|
|
|
1,366,789
|
|
|
297,827
|
|
|
Lease discount
|
|
|
|
(1,913
|
)
|
|
—
|
|
|
—
|
|
|
Gain on termination of lease
|
|
|
|
(1,651
|
)
|
|
(4,001
|
)
|
|
(872
|
)
|
|
Reversal of for expected credit loss
|
|
|
|
(48,523
|
)
|
|
(90,205
|
)
|
|
(19,656
|
)
|
|
Operating cash flows before movements in working capital
|
|
|
|
4,768,068
|
|
|
7,646,731
|
|
|
1,666,244
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
(239,987
|
)
|
|
(1,139,340
|
)
|
|
(248,266
|
)
|
|
Other receivables and prepayment
|
|
|
|
(11,000
|
)
|
|
(6,032,450
|
)
|
|
(1,314,488
|
)
|
|
Other payables and accrued liabilities
|
|
|
|
382,305
|
|
|
225,925
|
|
|
49,230
|
|
|
Trade payables
|
|
|
|
(1,887,984
|
)
|
|
(35,382
|
)
|
|
(7,710
|
)
|
|
Deferred revenue
|
|
|
|
844,599
|
|
|
1,823,535
|
|
|
397,354
|
|
|
Cash generated from operations
|
|
|
|
3,856,001
|
|
|
2,489,019
|
|
|
542,364
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax paid
|
|
|
|
—
|
|
|
(29,843
|
)
|
|
(6,503
|
)
|
|
Net cash provided by operating activities
|
|
|
|
3,856,001
|
|
|
2,459,176
|
|
|
535,861
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of plant and equipment
|
|
|
|
(4,727,382
|
)
|
|
(5,524,353
|
)
|
|
(1,203,772
|
)
|
|
Loss of cash on disposal of subsidiary
|
|
|
|
—
|
|
|
(27,620
|
)
|
|
(6,019
|
)
|
|
Net cash used in investing activities
|
|
|
|
(4,727,382
|
)
|
|
(5,551,973
|
)
|
|
(1,209,791
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of share capital
|
|
|
|
—
|
|
|
645,380
|
|
|
140,630
|
|
|
Repayment of lease liabilities
|
|
|
|
(197,553
|
)
|
|
(104,784
|
)
|
|
(22,833
|
)
|
|
Proceeds from bank loans
|
|
|
|
350,000
|
|
|
2,699,992
|
|
|
588,336
|
|
|
Repayment of bank loans
|
|
|
|
(74,487
|
)
|
|
(330,610
|
)
|
|
(72,041
|
)
|
|
Loan interest paid
|
|
|
|
(36,399
|
)
|
|
(164,491
|
)
|
|
(35,843
|
)
|
|
Overdraft charges paid
|
|
|
|
(44,250
|
)
|
|
(59,964
|
)
|
|
(13,066
|
)
|
|
Increase in fixed deposits
|
|
|
|
(104,163
|
)
|
|
(807,093
|
)
|
|
(175,868
|
)
|
|
(Advance to)/Repayment from related parties
|
|
|
|
(36,249
|
)
|
|
1,063,118
|
|
|
231,657
|
|
|
Repayment from shareholders
|
|
|
|
222,701
|
|
|
30,852
|
|
|
6,723
|
|
|
Repayment from directors
|
|
|
|
563,857
|
|
|
550,351
|
|
|
119,923
|
|
|
Net cash provided by financing activities
|
|
|
|
643,457
|
|
|
3,522,751
|
|
|
767,618
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
|
(227,924
|
)
|
|
429,954
|
|
|
93,688
|
|
|
Cash and cash equivalents at beginning of year
|
|
12
|
|
(443,036
|
)
|
|
(670,960
|
)
|
|
(146,204
|
)
|
|
Cash and cash equivalents at end of year
|
|
12
|
|
(670,960
|
)
|
|
(241,006
|
)
|
|
(52,516
|
)
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 ORGANIZATION AND PRINCIPAL ACTIVITIES
Sagtec Global Limited (the “Company”) was incorporated in the British Virgin Islands on October 31, 2023 with registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands while principal place of business of the Company at No. 43-2, Jalan Besar Kepong, Pekan Kepong, 52100 Kuala Lumpur, Malaysia.
The Company’s ultimate controlling party is Ng Chen Lok.
The group structure which represents the operating subsidiaries and dormant companies as of the reporting date is as follow:
Details of the Company and its subsidiaries (collectively, the “Group”) are shown in the table below:
|
|
|
Percentage of effective ownership
|
| |
|
December 31,
|
|
Name
|
|
Date of
incorporation
|
|
2023
|
|
2022
|
|
Place of
incorporation
|
|
Principal activities
|
| |
|
|
|
%
|
|
%
|
|
|
|
|
|
Sagtec Global Limited
|
|
October 31, 2023
|
|
—
|
|
—
|
|
British Virgin Islands
|
|
Holding company
|
|
Sagtec Group Sdn Bhd
|
|
June 11, 2018
|
|
98.04
|
|
98.04
|
|
Malaysia
|
|
Food & beverage SAAS
|
|
CL Technologies (International) Sdn Bhd
|
|
February 14, 2019
|
|
94.95
|
|
94.95
|
|
Malaysia
|
|
Food & beverage software & server hosting
|
|
Sagfood (Malaysia) Sdn Bhd
|
|
September 21, 2022
|
|
—
|
|
53.31
|
|
Malaysia
|
|
Food & beverage operator
|
The Group develops IT products, services, and solutions using the subscription as a service model, generating stable and sustainable revenue from our SaaS offerings.
On January 18, 2023, Sagfood (Malaysia) Sdn Bhd issued 2,584 shares to Maybank Trustee Berhad for a consideration of RM645,380, which diluted the ultimate controlling interest by the Company from 53.31% to 52.10%, prior to disposal on June 30, 2023.
On June 30, 2023, Sagtec Group Sdn Bhd dispose its entire controlling interest in Sagfood (Malaysia) Sdn Bhd.
On January 1, 2024, the Company acquired controlling interest in Sagtec Group Sdn Bhd and CL Technologies (International) Sdn Bhd.
F-7
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES
BASIS OF PREPARATION
The audited consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”).
The Group has applied IFRS for the first time to these consolidated financial statements for the years ended December 31, 2023 and 2022. All IFRSs issued by the IASB, effective at the time of preparing these consolidated financial statements have been applied. In preparing the consolidated financial statements, the Group’s opening statements of financial position was prepared as at January 1, 2022, the Group’s date of transition to IFRS. As the Group neither prepared nor reported a complete set of financial statements in the past, the reconciliations from previous GAAP to IFRS were not disclosed.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
These consolidated financial statements were approved by the board of directors of the Company on August 16, 2024.
The board of directors has the power to amend the financial statements after issue.
ADOPTION OF NEW AND REVISED STANDARDS
On January 1, 2023, the Group has adopted the new or amended IFRS and interpretations issued by the IFRS interpretations Committee (IFRS IC) that are mandatory for application for the fiscal year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and IFRS IC.
The adoption of these new or amended IFRS and IFRS IC did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
COMMON CONTROL & MERGER ACCOUNTING
The acquisition of entities, businesses or assets under common control are accounted for in accordance with merger accounting.
The combined financial statements incorporate the financial statements of the combined entities or businesses in which the common control combination occurs as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling party.
The combined financial statements have prepared using uniform accounting policies for like transactions and other events in similar circumstances.
All intra-group balances, transactions, income and expenses are eliminated in full on combination and the combined financial statements reflect external transactions only.
The net assets of the combined entities or businesses are combined using the existing carrying amounts from the controlling party’s perspective. No amount is recognized in respect of goodwill or excess of the acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over the acquisition cost at the time of common control combination. All differences between the cost of acquisition (fair value of consideration paid) and the amounts at which the assets and liabilities are recorded, arising from common control combination, have been recognized directly in equity as part of the capital reserve.
The combined statements of profit or loss and other comprehensive income include the results of each of the combining entities or businesses from the earliest date presented or since the date when the combined entities or businesses first came under the common control, where this is a shorter period, regardless of the date of the common control combination.
F-8
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls and entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Loss of control
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any NCI, and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost.
CONVENIENCE TRANSLATION
Translations of amounts in the audited consolidated statement of financial position, audited consolidated statements of profit or loss and other comprehensive income/(loss), and audited consolidated statement of cash flows from RM into USD as of and for the year ended December 31, 2023 are solely for the convenience of the reader. Unless otherwise noted, all translations from RM into USD for the fiscal year ended December 31, 2023 were calculated at of USD1 = RM4.5892.
FINANCIAL ASSETS
Classification and measurement
Financial assets are recognized when a Group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.
Financial assets are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15 Revenue from Contracts with Customers (“IFRS 15”). Transaction costs that are directly attributable to the acquisition of financial assets (other than financial assets at fair value through profit or loss (“FVTPL”)) are added to the fair value of the financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are recognized immediately in consolidated statement of profit or loss. The Group classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost.
The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.
1. Financial assets at Fair Value through Profit or Loss (FVTPL) are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statements of income and comprehensive income in the period in which they arise. There are no financial assets classified as FVTPL
2. Financial assets at Fair Value through Other Comprehensive Income (FVTOCI) are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI.
F-9
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
3. Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. The Company has classified trade receivables, other receivables and amounts due from related parties at amortized cost.
Impairment
The Group assesses at end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Group recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the accounts receivable.
The Group recognizes a loss allowance for other receivables, amount due from director, shareholders and related parties based on 12 months expected credit losses at each reporting date.
The Group measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses.
ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro-economic factors in the measurement of the ECLs associated with its assets carried at amortized cost.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flow from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of asset to another entity.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
FINANCIAL LIABILITIES
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Group determines the classification of its financial liabilities at initial recognition.
Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Group trade payables, other payables and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group’s obligation are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
F-10
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
PLANT AND EQUIPMENT
Plant and equipment is recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment have different useful lives they are accounted for separately. Depreciation is provided at rates which are calculated to write off the assets over their estimated useful lives as follows:
|
Computer and handphone
|
|
5 years straight line
|
|
Equipment and machine
|
|
10 years straight line
|
|
License
|
|
10 years straight line
|
|
Right-of-use assets
|
|
Over term of lease
|
|
Renovation
|
|
Over term of lease
|
Plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset, being the difference between the net disposal proceeds and the carrying amount, is recognized in profit or loss.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Impairment of assets are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. When the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount and an impairment loss shall be recognized. The recoverable amount of an asset is the higher of the asset’s fair value less costs to sell and its value in use, which is measured by reference to discounted future cash flows using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized in profit or loss.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in profit or loss immediately.
LEASES
The Group as leasee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset and corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for low-value assets and short-term leases with 12 months or less. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line method over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use assets and the associated lease liabilities are presented as a separate line item in the statements of financial position.
Right-of-use asset
The right-of-use asset is initially measured at cost. Cost includes the initial amount of the corresponding lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any incentives received.
The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses, and adjustment for any remeasurement of the lease liability. The depreciation starts from the commencement date of the lease. If the lease transfers ownership of the underlying asset to the Group or the cost of the right-of-use asset reflects
F-11
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those plant and equipment.
Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments (other than lease modification that is not accounted for as a separate lease) with the corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognized in profit or loss if the carrying amount has been reduced to zero.
PROVISIONS
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. The discount rate shall be a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as interest expense in profit or loss.
Provision for warranties
The Group provides warranties for general repairs of defects. Provisions related to these assurance-type warranties are recognized when the product is sold. Initial recognition is based on historical experience. The estimate of warranty-related costs is revised annually.
REVENUE RECOGNITION
Revenue is derived principally from services, tangible products, rental and others.
Revenue from services
Revenue from services is recognized over time in the year in which the services rendered.
A receivable is recognized when the services are rendered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
1. Subscription services from Speed + Pos software and QR ordering system, which allow our subscribers to gain access to our software. Performance obligation includes to ensure subscribers accessibility, bundled with training, maintenance and support on recurring basis, measured on time elapsed, renewed on yearly basis.
2. Software consultation and development services cater for customers seeks to customized point of sales system. Performance obligation includes the design and build of software-based systems, integration of hardware and software solutions, running and maintaining of IT infrastructure and procurement services. In all cases, the Company assesses if the multiple obligations should be accounted for as separate performance obligations or combined into a single performance obligation. The Company generally separates multiple obligations in a contract as separate performance obligations if those obligations are distinct, both individually and in the context of the contract. If multiple obligations in a contract are
F-12
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
highly interrelated or require significant integration or customization within a group, they are combined and accounted for as a single performance obligation, measured on contract milestone. Contract duration range from two weeks to two months.
3. Social media management services, involves content creation, engagement, and advertising management. These services are considered as single performance obligation contracted to be delivered over a period of time, measured on time elapsed, renewed on monthly basis.
4. Data management and analysis services, involves handling and processing data to extract valuable insights that can inform decision-making and improve business operations. These services are considered as single performance obligation, measured on time elapsed contracted to be deliver over a period of time, measured on time elapsed, renewed on monthly basis.
Revenue from tangible products
Revenue from tangible products, consist of sales of cloud printer, thermal paper roll, food ordering kiosk machine with screen and power bank charging station, recognized at a point in time when the goods have been delivered to the customer and upon its acceptance, and it is probable that the Group will collect the considerations to which it would be entitled to in exchange for the goods sold.
Revenue from rental of machinery
Revenue from rental of power bank charging station, recognized at a point in time, measured through time lapsed results in entitlement to collection of revenue.
Revenue from others
Revenue from others consist revenue generate through food catering, restaurant and sale of foods, recognized at point of time when the goods have been delivered to the customer and upon its acceptance, and it is probable that the Group will collect the considerations to which it would be entitled to in exchange for the goods sold.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less and bank overdrafts repayable on demand.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
INCOME TAX
Current tax assets and liabilities are the expected amount of income tax recoverable or payable to the taxation authorities, measured using tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period and are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss (either in other comprehensive income or directly in equity).
Deferred taxes are recognized using the liability method for temporary differences other than those that arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on the period.
F-13
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
Deferred tax assets are recognized for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefits will be realized.
Current and deferred tax items are recognized in correlation to the underlying transactions either in profit or loss, other comprehensive income or directly in equity.
Current tax assets and liabilities or deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity (or on different tax entities but they intend to settle current tax assets and liabilities on a net basis) and the same taxation authority.
EMPLOYEE BENEFITS
Defined contribution plan
The Group participates in Employees Provident Fund (EPF), Malaysia’s national defined contribution plan, employees are required to contribute a specified percentage of their monthly salary to the EPF, which is deducted from their salaries each month. The Group also contributes a specified percentage based on the employees’ monthly salaries, as mandated by the EPF regulations. The Group’s contributions are recognized as an expense in the period when employees render related services, and this expense is recorded in the profit or loss statement under employee benefits expense. A liability is recognized for unpaid contributions at the end of each reporting period, representing amounts due to the EPF but not yet paid. Contributions are measured at the statutory rates applicable during the period. In the financial statements, the total amount of contributions made to the EPF during the reporting period is disclosed in the notes under employee benefits.
Actuarial risk (that benefits will be less than expected) and investment risk (that assets invested will be insufficient to meet expected benefits) fall, in substance, on the employee.
DEFERRED OFFERING COSTS
Deferred offering costs are specific expenses incurred during the process of preparing for an offering of securities, including legal, accounting, underwriting, and other fees directly associated with the offering. These costs are initially recorded as an asset when incurred, provided it is probable that the offering will be successfully completed, and are capitalized as “Deferred Offering Costs” on the statement of financial position. Only direct and incremental costs clearly attributable to the offering are capitalized, while general and administrative expenses not directly related to the offering process are expensed as incurred. Upon successful completion of the offering, deferred offering costs are reclassified from the statement of financial position to the statement of comprehensive income and recognized as a reduction of the proceeds from the offering within equity. If it becomes probable that the offering will not be completed, all deferred offering costs are expensed immediately in the period this determination is made.
FOREIGN CURRENCY TRANSACTIONS
The functional currency used by the Company is Malaysia Ringgit. Consequently, operations in currencies other than the Malaysian Ringgit are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations.
At year-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the statement of financial position date. The profits or losses revealed are charged directly to the profit and loss account for the year in which they occur. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction.
F-14
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the year, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal.
EARNINGS PER SHARE
Basic income per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.
Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of December 31, 2023 and December 31, 2022.
SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided for decision maker, whose members are responsible for allocating resources and assessing the performance of the operating segments.
BORROWING AND BORROWING COSTS
Borrowings are classified as current liabilities unless the Group has the unconditional right to postpone settlement for at least 12 months after the statement of financial position date, in which case they are classified as non-current liabilities.
Borrowings are initially recorded at fair value, net of any transaction costs. They are then measured at amortized cost. The difference between the initial proceeds (after deducting transaction costs) and the repayment amount is recognized in profit or loss over the term of the borrowings using the effective interest rate method.
Borrowing costs are recognized in profit or loss using the effective interest method except for borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset.
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of these consolidated financial statements in conformity with IFRS require the directors of the Company to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
F-15
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont.)
The directors have considered the development, selection and disclosure of the Group’s critical accounting judgements and estimates. The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below:-
Useful lives of plant and equipment
The Group’s management determines the estimated useful lives and the related depreciation charge for the Group’s plant and equipment. This estimate is based on the historical experience of the actual useful lives of plant and equipment of similar nature and functions. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives. Periodic review could result in a change in depreciable lives and therefore depreciation charge in the future periods.
Impairment of Trade Receivables
The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables.
4 ISSUANCE OF SHARES
|
|
|
Number of
shares
|
|
RM
|
|
Balance as at January 1 and December 31, 2022
|
|
10,800,000
|
|
2,515,899
|
|
|
Issuance of shares from Sagfood (Malaysia) Sdn Bhd towards Maybank Trustees Berhad
|
|
—
|
|
336,217
|
|
|
Equity transaction movement
|
|
—
|
|
2,019
|
|
|
Disposition of Sagfood (Malaysia) Sdn Bhd
|
|
—
|
|
(1,708,355
|
)
|
|
Balance as at December 31, 2023
|
|
10,800,000
|
|
1,145,780
|
|
Sagtec Global Limited, as of date of this report had issued and outstanding shares of 10,800,000. These shares were deemed issued at the beginning of reporting period.
On January 18, 2023, Sagfood (Malaysia) Sdn Bhd issued 2,584 shares to Maybank Trustee Berhad for a consideration of RM645,380. As the issuance of shares is at a price which is different from the previously issued shares, therefore, an equity adjustment of RM336,217 is made to the controlling interests in according to the percentage of its shareholdings.
Equity transaction reflect changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary as a result of issuance to Maybank Trustee Berhad. Upon issuance of shares, the ultimate controlling interest was diluted from 53.31% to 52.10%.
On June 30, 2023, Sagtec Group Sdn Bhd dispose entire equity interest with share capital carrying value amounted RM1,708,355.
5 ACQUISITION OF CL TECHNOLOGIES (INTERNATIONAL) SDN BHD
On January 1, 2024, the Company completed the acquisition of CL Technologies (International) Sdn Bhd (CL Tech), a company located in Malaysia that provides food and beverage software and server hosting services. The acquisition was made pursuant to a share purchase agreement dated January 1, 2024, between the Company, and Kevin Ng Chen Lok and other individual non-controlling shareholders, collectively the 94.95% shareholders of CL Tech. The acquisition purchase price totaled US$100 (RM457) in initial cash consideration.
F-16
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5 ACQUISITION OF CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (cont.)
As part of the restructuring of the Company, the acquisition of entities, business or assets under common control are accounted for in accordance with merger accounting. The difference between the consideration paid and the share capital of the acquired entity is reflected within equity as a merger reserve. The Company accounted the transaction as followings:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash consideration
|
|
457
|
|
|
100
|
|
|
Book value of 94.95% of Share Capital of CL Technologies (International) Sdn Bhd
|
|
(2,263,600
|
)
|
|
(493,245
|
)
|
|
Bargain purchase accounted as merger reserve in equity
|
|
2,263,143
|
|
|
493,145
|
|
6 ACQUISITIONS OF SAGTEC GROUP SDN BHD
On January 1, 2024, the Company completed the acquisition of Sagtec Group Sdn Bhd (Sagtec Group), a company located in Malaysia that provides Food and beverage SAAS services. The acquisition was made pursuant to a share purchase agreement dated January 1, 2024, between the Company, and Kevin Ng Chen Lok and other individual non-controlling shareholders, collectively the 98.04% shareholders of Sagtec Group. The acquisition purchase price totaled US$100 (RM457) in initial cash consideration.
As part of the restructuring of the Company, the acquisition of entities, business or assets under common control are accounted for in accordance with merger accounting. The difference between the consideration paid and the share capital of the acquired entity is reflected within equity as a merger reserve. The Company accounted the transaction as followings:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash consideration
|
|
457
|
|
|
100
|
|
|
Book value of 98.04% of Share Capital of Sagtec Group Sdn Bhd
|
|
(1,017,702
|
)
|
|
(221,761
|
)
|
|
Bargain purchase accounted as merger reserve in equity
|
|
1,017,245
|
|
|
221,661
|
|
7 DISPOSITIONS OF SAGFOOD (MALAYSIA) SDN BHD
On June 30, 2023, Sagtec Group Sdn Bhd disposed entire controlling interest in Sagfood (Malaysia) Sdn Bhd to one of the directors. The net assets of Sagfood (Malaysia) Sdn Bhd at the date of disposal were as follows:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Assets
|
|
|
|
|
|
Cash and short term deposits
|
|
27,620
|
|
6,019
|
|
Trade receivables
|
|
302,500
|
|
65,916
|
|
Other receivables
|
|
25,560
|
|
5,570
|
|
Amount due from director
|
|
266,954
|
|
58,170
|
|
Amount due from shareholder
|
|
65,800
|
|
14,338
|
|
Amount due from related parties
|
|
100,982
|
|
22,004
|
|
Plant and equipment
|
|
2,569,948
|
|
559,999
|
|
Right-of-use assets
|
|
178,765
|
|
38,953
|
|
Total assets
|
|
3,538,129
|
|
770,969
|
F-17
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7 DISPOSITIONS OF SAGFOOD (MALAYSIA) SDN BHD (cont.)
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Liabilities
|
|
|
|
|
|
|
|
Trade payables
|
|
28,786
|
|
|
6,273
|
|
|
Other payables
|
|
31,263
|
|
|
6,812
|
|
|
Amount due to related parties
|
|
390,283
|
|
|
85,044
|
|
|
Deferred tax liabilities
|
|
201,320
|
|
|
43,868
|
|
|
Lease liabilities
|
|
184,055
|
|
|
40,106
|
|
|
Total liabilities
|
|
835,707
|
|
|
182,103
|
|
| |
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
1,266,378
|
|
|
275,948
|
|
|
Controlling interest
|
|
1,436,044
|
|
|
312,918
|
|
| |
|
2,702,422
|
|
|
588,866
|
|
| |
|
|
|
|
|
|
|
Controlling interest
|
|
1,436,044
|
|
|
312,918
|
|
|
Reversal of Equity transaction movement*
|
|
(1,708,355
|
)
|
|
(372,255
|
)
|
|
Book value of net deficit of controlling interest
|
|
(272,311
|
)
|
|
(59,337
|
)
|
| |
|
|
|
|
|
|
|
Deferred consideration
|
|
390,390
|
|
|
85,068
|
|
|
Net deficit
|
|
272,311
|
|
|
59,337
|
|
|
Gain on disposal
|
|
662,701
|
|
|
144,405
|
|
Reversal of equity transaction movement, consist of the reversal of capital contribution by non-controlling interest at premium allocates to controlling interest based on percentage of controlling interest.
The results of the disposed subsidiary, which have been included in the profit for the year, were as follows:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Revenue
|
|
1,182,238
|
|
|
257,613
|
|
|
Cost of sale
|
|
(239,299
|
)
|
|
(52,144
|
)
|
|
Selling and administrative expenses
|
|
(794,089
|
)
|
|
(173,035
|
)
|
|
Other income
|
|
4,001
|
|
|
872
|
|
|
Income tax expense
|
|
(21,462
|
)
|
|
(4,676
|
)
|
|
Net profit
|
|
131,389
|
|
|
28,630
|
|
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash consideration
|
|
—
|
|
|
—
|
|
|
Less: Cash and cash equivalents disposed off
|
|
27,620
|
|
|
6,019
|
|
|
Net cash outflow from disposal of subsidiary
|
|
(27,620
|
)
|
|
(6,019
|
)
|
F-18
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8 PLANT AND EQUIPMENT
|
|
|
As of
January 1,
2022
|
|
Addition
|
|
As of
December 31,
2022
|
|
Addition
|
|
Deconsolidation
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Plant and equipment, at cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
5,976,714
|
|
4,340,482
|
|
10,317,196
|
|
4,704,560
|
|
(2,553,195
|
)
|
|
12,468,561
|
|
2,716,936
|
|
Computer & Handphone
|
|
66,057
|
|
50,000
|
|
116,057
|
|
—
|
|
(1,638
|
)
|
|
114,419
|
|
24,932
|
|
License
|
|
—
|
|
—
|
|
—
|
|
775,901
|
|
—
|
|
|
775,901
|
|
169,071
|
|
Renovation
|
|
710,690
|
|
336,900
|
|
1,047,590
|
|
43,892
|
|
(1,047,590
|
)
|
|
43,892
|
|
9,564
|
|
Total cost
|
|
6,753,461
|
|
4,727,382
|
|
11,480,843
|
|
5,524,353
|
|
(3,602,423
|
)
|
|
13,402,773
|
|
2,920,503
|
|
|
|
As of
January 1,
2022
|
|
Depreciation
for the year
|
|
As of
December 31,
2022
|
|
Depreciation
for the year
|
|
(Deconsolidation)
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
457,144
|
|
751,003
|
|
1,208,147
|
|
1,257,119
|
|
(234,523
|
)
|
|
2,230,743
|
|
486,085
|
|
Computer & Handphone
|
|
16,473
|
|
17,403
|
|
33,876
|
|
23,048
|
|
(601
|
)
|
|
56,323
|
|
12,273
|
|
License
|
|
—
|
|
—
|
|
—
|
|
64,836
|
|
—
|
|
|
64,836
|
|
14,128
|
|
Renovation
|
|
14,888
|
|
492,180
|
|
507,068
|
|
294,076
|
|
(797,351
|
)
|
|
3,793
|
|
827
|
|
Total accumulated depreciation
|
|
488,505
|
|
1,260,586
|
|
1,749,091
|
|
1,639,079
|
|
(1,032,475
|
)
|
|
2,355,695
|
|
513,313
|
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Carrying Amount
|
|
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
5,519,570
|
|
9,109,049
|
|
10,237,818
|
|
2,230,851
|
|
Computer & Handphone
|
|
49,584
|
|
82,181
|
|
58,096
|
|
12,659
|
|
License
|
|
—
|
|
—
|
|
711,065
|
|
154,943
|
|
Renovation
|
|
695,802
|
|
540,522
|
|
40,099
|
|
8,737
|
|
Total carrying amount
|
|
6,264,956
|
|
9,731,752
|
|
11,047,078
|
|
2,407,190
|
F-19
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9 RIGHT OF USE ASSETS
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Right-Of-Use Assets, cost
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
324,696
|
|
|
419,676
|
|
|
91,449
|
|
|
Add: New lease recognized
|
|
236,578
|
|
|
322,505
|
|
|
70,275
|
|
|
Less: Termination
|
|
(141,598
|
)
|
|
(143,956
|
)
|
|
(31,368
|
)
|
|
Less: Deconsolidation of Sagfood (Malaysia) Sdn Bhd
|
|
—
|
|
|
(290,902
|
)
|
|
(63,388
|
)
|
|
As of December 31
|
|
419,676
|
|
|
307,323
|
|
|
66,968
|
|
| |
|
|
|
|
|
|
|
|
|
|
Right-Of-Use Assets, accumulated amortization
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
53,574
|
|
|
157,234
|
|
|
34,262
|
|
|
Amortization of the year
|
|
164,345
|
|
|
102,379
|
|
|
22,309
|
|
|
Less: Termination
|
|
(60,685
|
)
|
|
(65,435
|
)
|
|
(14,258
|
)
|
|
Less: Deconsolidation of Sagfood (Malaysia) Sdn Bhd
|
|
—
|
|
|
(112,137
|
)
|
|
(24,435
|
)
|
|
As of December 31
|
|
157,234
|
|
|
82,041
|
|
|
17,878
|
|
| |
|
|
|
|
|
|
|
|
|
|
Right-Of-Use Assets, carrying amount
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
271,122
|
|
|
262,442
|
|
|
57,187
|
|
|
As of December 31
|
|
262,442
|
|
|
225,282
|
|
|
49,090
|
|
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Lease Liability
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
277,779
|
|
|
245,393
|
|
|
53,472
|
|
|
Add: New lease recognized
|
|
236,578
|
|
|
322,505
|
|
|
70,275
|
|
|
Add: Imputed interest
|
|
13,066
|
|
|
13,035
|
|
|
2,840
|
|
|
Less: Principal repayment
|
|
(197,553
|
)
|
|
(104,784
|
)
|
|
(22,833
|
)
|
|
Discount received
|
|
(1,913
|
)
|
|
—
|
|
|
—
|
|
|
Termination
|
|
(82,564
|
)
|
|
(266,578
|
)
|
|
(58,088
|
)
|
|
As of December 31
|
|
245,393
|
|
|
209,571
|
|
|
45,666
|
|
| |
|
|
|
|
|
|
|
|
|
|
Lease liability current portion
|
|
144,012
|
|
|
46,994
|
|
|
10,240
|
|
|
Lease liability non-current portion
|
|
101,381
|
|
|
162,577
|
|
|
35,426
|
|
| |
|
245,393
|
|
|
209,571
|
|
|
45,666
|
|
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Maturities of Lease
|
|
|
|
|
|
|
|
Year ending December 31, 2023
|
|
144,012
|
|
—
|
|
—
|
|
Year ending December 31, 2024
|
|
54,060
|
|
46,994
|
|
10,240
|
|
Year ending December 31, 2025
|
|
6,446
|
|
52,768
|
|
11,498
|
|
Year ending December 31, 2026
|
|
6,840
|
|
57,434
|
|
12,515
|
|
Year ending December 31, 2027
|
|
7,258
|
|
25,598
|
|
5,578
|
|
Year ending December 31, 2028
|
|
7,701
|
|
7,701
|
|
1,678
|
|
After December 31, 2028
|
|
19,076
|
|
19,076
|
|
4,157
|
| |
|
245,393
|
|
209,571
|
|
45,666
|
F-20
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10 TRADE RECEIVABLES, NET
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade receivables:
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
759,355
|
|
|
677,354
|
|
|
1,990,414
|
|
433,717
|
|
Related parties
|
|
154,232
|
|
|
476,220
|
|
|
—
|
|
—
|
|
Provision for expected credit loss
|
|
(138,728
|
)
|
|
(90,205
|
)
|
|
—
|
|
—
|
|
Trade receivables, net
|
|
774,859
|
|
|
1,063,369
|
|
|
1,990,414
|
|
433,717
|
Trade receivables are non-interest bearing, generally on 30 to 90 days credit term. They are recognized at their original invoice amounts which represent their fair values on initial recognition.
11 OTHER RECEIVABLES AND OTHER PAYABLES
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Prepayments, deposits & other receivables
|
|
|
|
|
|
|
|
|
|
Rental deposit
|
|
27,208
|
|
48,208
|
|
6,312
|
|
1,375
|
|
Utility deposit
|
|
9,236
|
|
12,236
|
|
5,700
|
|
1,242
|
|
Lease prepayment
|
|
—
|
|
1,200
|
|
—
|
|
—
|
|
Other deposits
|
|
21,740
|
|
7,540
|
|
1,820
|
|
397
|
|
Other receivables
|
|
—
|
|
—
|
|
4,500,000
|
|
980,563
|
|
Prepaid rental of server rooms
|
|
—
|
|
—
|
|
1,098,600
|
|
239,388
|
|
Deferred offering costs
|
|
—
|
|
—
|
|
463,642
|
|
101,029
|
| |
|
58,184
|
|
69,184
|
|
6,076,074
|
|
1,323,994
|
Other receivables consist of collaboration of Smart home project which was terminated in December 2023 and outstanding balances fully recovered in February 2024.
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Accrued liabilities & other payables
|
|
|
|
|
|
|
|
|
|
Employee benefits payable
|
|
95,766
|
|
481,885
|
|
691,241
|
|
150,623
|
|
Lease payable
|
|
14,260
|
|
11,136
|
|
1,600
|
|
349
|
|
Professional fee payable
|
|
6,000
|
|
5,310
|
|
—
|
|
—
|
| |
|
116,026
|
|
498,331
|
|
692,841
|
|
150,972
|
F-21
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12 CASH AND SHORT-TERM DEPOSITS
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash
|
|
158,530
|
|
229,271
|
|
823,524
|
|
179,448
|
|
Pledged Deposits
|
|
225,000
|
|
329,163
|
|
1,136,256
|
|
247,593
|
|
Total
|
|
383,530
|
|
558,434
|
|
1,959,780
|
|
427,041
|
Pledged deposits are fixed deposit pledged to banks with maturity less than one year to secure overdraft facilities.
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise the following at the end of the financial year
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash and short-term deposits
|
|
383,530
|
|
|
558,434
|
|
|
1,959,780
|
|
|
427,041
|
|
|
Pledged Deposits
|
|
(225,000
|
)
|
|
(329,163
|
)
|
|
(1,136,256
|
)
|
|
(247,593
|
)
|
|
Bank Overdraft
|
|
(601,566
|
)
|
|
(900,231
|
)
|
|
(1,064,530
|
)
|
|
(231,964
|
)
|
|
Total
|
|
(443,036
|
)
|
|
(670,960
|
)
|
|
(241,006
|
)
|
|
(52,516
|
)
|
13 RELATED PARTIES DISCLOSURES
a. Related party transactions
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Sale of goods and/or services to related parties
|
|
4,054,069
|
|
4,988,468
|
|
1,087,002
|
|
Purchase of goods and/or services from related parties
|
|
1,500
|
|
—
|
|
—
|
|
Payments made on behalf by director
|
|
283,620
|
|
247,707
|
|
53,976
|
|
Employee benefit expenses charged from related parties
|
|
15,861
|
|
15,996
|
|
3,485
|
|
Selling and administrative expenses charged from related parties
|
|
108,635
|
|
24,877
|
|
5,421
|
Related parties comprise mainly shareholders or companies controlled by director or shareholders.
b. Remuneration of key management personnel
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Ng Chen Lok, Chairman, CEO & Director
|
|
|
|
|
|
|
|
– Director fee
|
|
514,827
|
|
536,770
|
|
116,964
|
|
Zuria Hajar Bt Mohd Adnan, CFO & Director
|
|
|
|
|
|
|
|
– Salary
|
|
9,500
|
|
62,202
|
|
13,554
|
|
– Employer Contribution to Defined Contribution Plan
|
|
—
|
|
8,640
|
|
1,883
|
|
– Employer Contribution to Insurance Scheme
|
|
—
|
|
1,158
|
|
252
|
|
Loong Xin Yee, COO
|
|
—
|
|
—
|
|
—
|
|
Tan Kim Chuan, CTO
|
|
—
|
|
—
|
|
—
|
F-22
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14 PROVISIONS
|
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
As of January 1
|
|
—
|
|
92,680
|
|
20,195
|
|
Increase in provision for warranty
|
|
92,680
|
|
401,600
|
|
87,510
|
|
As of December 31
|
|
92,680
|
|
494,280
|
|
107,705
|
The Group provides a one-year warranty on all food kiosk ordering machines and power bank charging station sold, covering defects in materials and workmanship. The Group anticipates the utilization of provision within one year, any unutilized provision for warranty will be adjusted toward year end of each reporting period.
15 BANK BORROWINGS AND BANK OVERDRAFT
|
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Current
|
|
|
|
|
|
|
|
Bank overdraft
|
|
900,231
|
|
1,064,530
|
|
231,964
|
|
Bank borrowings
|
|
91,222
|
|
583,313
|
|
127,106
|
| |
|
991,453
|
|
1,647,843
|
|
359,070
|
|
Non-current
|
|
|
|
|
|
|
|
Bank borrowings
|
|
448,865
|
|
2,326,156
|
|
506,876
|
| |
|
1,440,318
|
|
3,973,999
|
|
865,946
|
Bank overdraft
The bank overdraft is secured by the Group’s fixed deposits. The weighted average effective interest rate is 7.46% (2022: 7.29%) per annum.
Bank borrowing
|
Maturities of Bank Borrowing
|
|
|
|
|
|
|
|
Year ending December 31, 2023
|
|
91,222
|
|
—
|
|
—
|
|
Year ending December 31, 2024
|
|
98,157
|
|
583,313
|
|
127,106
|
|
Year ending December 31, 2025
|
|
105,354
|
|
627,265
|
|
136,683
|
|
Year ending December 31, 2026
|
|
100,458
|
|
661,831
|
|
144,215
|
|
Year ending December 31, 2027
|
|
56,429
|
|
660,459
|
|
143,916
|
|
Year ending December 31, 2028
|
|
52,650
|
|
340,784
|
|
74,257
|
|
After December 31, 2028
|
|
35,817
|
|
35,817
|
|
7,805
|
| |
|
540,087
|
|
2,909,469
|
|
633,982
|
|
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Fair value of non-current borrowing
|
|
408,416
|
|
|
1,842,881
|
|
|
401,569
|
|
|
Undrawn borrowing facility
|
|
1,349,769
|
|
|
1,185,470
|
|
|
258,317
|
|
|
Weighted average interest rate
|
|
7.15
|
%
|
|
7.26
|
%
|
|
7.26
|
%
|
F-23
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15 BANK BORROWINGS AND BANK OVERDRAFT (cont.)
All borrowings by the company are personally guaranteed by the director. In the event the company is unable to meet its loan obligations, the director will be held accountable and responsible for repaying the loans.
Reconciliation of liabilities arising from financing activities
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bank borrowing
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
264,574
|
|
|
540,087
|
|
|
117,687
|
|
|
Proceeds from borrowing
|
|
350,000
|
|
|
2,699,992
|
|
|
588,336
|
|
|
Scheduled repayment
|
|
(110,886
|
)
|
|
(495,101
|
)
|
|
(107,884
|
)
|
|
Non-cash changes
Finance cost
|
|
36,399
|
|
|
164,491
|
|
|
35,843
|
|
|
As of December 31
|
|
540,087
|
|
|
2,909,469
|
|
|
633,982
|
|
| |
|
|
|
|
|
|
|
|
|
|
Lease liability
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
277,779
|
|
|
245,393
|
|
|
53,472
|
|
|
Scheduled repayment
|
|
(197,553
|
)
|
|
(104,784
|
)
|
|
(22,833
|
)
|
|
Non-cash changes
|
|
|
|
|
|
|
|
|
|
|
Addition during the year
|
|
236,578
|
|
|
322,505
|
|
|
70,275
|
|
|
Imputed interest
|
|
13,066
|
|
|
13,035
|
|
|
2,840
|
|
|
Discount received
|
|
(1,913
|
)
|
|
—
|
|
|
—
|
|
|
Termination
|
|
(82,564
|
)
|
|
(266,578
|
)
|
|
(58,088
|
)
|
|
As of December 31
|
|
245,393
|
|
|
209,571
|
|
|
45,666
|
|
| |
|
|
|
|
|
|
|
|
|
|
Amount due from/(to) director
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
853,591
|
|
|
289,734
|
|
|
63,134
|
|
|
Repayment
|
|
(563,857
|
)
|
|
(550,351
|
)
|
|
(119,923
|
)
|
|
Non-Cash changes
Deferred consideration
|
|
—
|
|
|
390,390
|
|
|
85,067
|
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
—
|
|
|
(266,954
|
)
|
|
(58,170
|
)
|
|
As of December 31
|
|
289,734
|
|
|
(137,181
|
)
|
|
(29,892
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
Amount due from/(to) shareholders
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
318,467
|
|
|
95,766
|
|
|
20,868
|
|
|
Repayment
|
|
(222,701
|
)
|
|
(30,852
|
)
|
|
(6,723
|
)
|
|
Non-Cash changes
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
—
|
|
|
(65,800
|
)
|
|
(14,338
|
)
|
|
As of December 31
|
|
95,766
|
|
|
(886
|
)
|
|
(193
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
Amount due from/(to) related parties
|
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
737,568
|
|
|
773,817
|
|
|
168,617
|
|
|
Advance/(Repayment)
|
|
36,249
|
|
|
(1,063,118
|
)
|
|
(231,657
|
)
|
|
Non-Cash changes
Deconsolidation of Sagfood (Malaysia) Sdn Bhd* (net)
|
|
—
|
|
|
289,301
|
|
|
63,040
|
|
|
As of December 31
|
|
773,817
|
|
|
—
|
|
|
—
|
|
F-24
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16 INCOME TAX
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Tax payable
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
100,279
|
|
553,111
|
|
|
120,525
|
|
|
Tax expenses
|
|
452,832
|
|
1,108,790
|
|
|
241,608
|
|
|
Tax payment
|
|
—
|
|
(29,843
|
)
|
|
(6,503
|
)
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
—
|
|
152
|
|
|
33
|
|
|
As of December 31
|
|
553,111
|
|
1,632,210
|
|
|
355,663
|
|
| |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
Accelerated tax depreciation
|
|
|
|
|
|
|
|
|
|
As of January 1
|
|
374,846
|
|
767,259
|
|
|
167,187
|
|
|
Tax expenses
|
|
392,413
|
|
257,999
|
|
|
56,219
|
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
—
|
|
(201,320
|
)
|
|
(43,868
|
)
|
|
As of December 31
|
|
767,259
|
|
823,938
|
|
|
179,538
|
|
| |
|
|
|
|
|
|
|
|
|
Income tax expenses
|
|
|
|
|
|
|
|
|
|
– Current year
|
|
452,832
|
|
1,108,790
|
|
|
241,608
|
|
|
– Origination of temporary differences
|
|
392,413
|
|
257,999
|
|
|
56,219
|
|
|
Total income tax expenses
|
|
845,245
|
|
1,366,789
|
|
|
297,827
|
|
A reconciliation between tax expense and the product of accounting profit multiplied by applicable corporate tax rate for the financial years ended December 31, 2022 and 2023 were as follows:
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Tax reconciliation
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
3,208,829
|
|
|
6,023,090
|
|
|
1,312,449
|
|
|
Tax calculated at tax rate of 24% (2022 : 24%)
|
|
770,119
|
|
|
1,445,542
|
|
|
314,988
|
|
|
Effects of:
|
|
|
|
|
|
|
|
|
|
|
– Lower domestic tax rate applicable to respective profits**
|
|
(38,842
|
)
|
|
(45,000
|
)
|
|
(9,806
|
)
|
|
– Different tax rates in jurisdiction*
|
|
—
|
|
|
2,618
|
|
|
571
|
|
|
– Non-allowable expenditure
|
|
348,343
|
|
|
112,446
|
|
|
24,502
|
|
|
– Income not subject to tax
|
|
—
|
|
|
(13,877
|
)
|
|
(3,024
|
)
|
|
– Utilization of previously unrecognized capital
allowances
|
|
(234,375
|
)
|
|
(134,940
|
)
|
|
(29,404
|
)
|
|
Tax expenses
|
|
845,245
|
|
|
1,366,789
|
|
|
297,827
|
|
F-25
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16 INCOME TAX (cont.)
The Group has unrecognised capital allowances of RM Nil (2022: RM562,248) at the balance sheet date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised capital allowances in their respective countries of incorporation. The Group has no unused tax losses for both 2022 and 2023.
17 RESERVES
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bargain purchase accounted as merger reserve in equity from acquisition of CL Technologies (International) Sdn Bhd
|
|
2,263,143
|
|
2,263,143
|
|
2,263,143
|
|
493,145
|
|
Bargain purchase accounted as merger reserve in equity from acquisition of Sagtec Group Sdn Bhd
|
|
1,017,245
|
|
1,017,245
|
|
1,017,245
|
|
221,661
|
| |
|
3,280,388
|
|
3,280,388
|
|
3,280,388
|
|
714,806
|
On January 1, 2024, the Company completed the acquisition of Sagtec Group Sdn Bhd and CL Technologies (International) Sdn. Bhd. Both commonly controlled by same group of individuals.
Merger reserve accounts for any differences between the book values of the transferred assets and liabilities and the consideration paid in a business acquisition under common control.
18 DEFERRED REVENUE & REVENUES
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Revenue from services
|
|
6,339,291
|
|
11,586,954
|
|
2,524,831
|
|
Revenue from tangible products
|
|
1,619,180
|
|
11,522,334
|
|
2,510,750
|
|
Revenue from rental
|
|
130,299
|
|
654
|
|
143
|
|
Revenue from others
|
|
857,187
|
|
1,182,239
|
|
257,613
|
|
Revenue from non-related parties
|
|
8,945,957
|
|
24,292,181
|
|
5,293,337
|
| |
|
|
|
|
|
|
|
Revenue from related parties – services
|
|
1,757,261
|
|
2,241,230
|
|
488,371
|
|
Revenue from related parties – tangible products
|
|
2,096,025
|
|
2,747,238
|
|
598,631
|
|
Revenue from related parties – others
|
|
200,783
|
|
—
|
|
—
|
|
Revenue from related parties
|
|
4,054,069
|
|
4,988,468
|
|
1,087,002
|
| |
|
|
|
|
|
|
|
Total revenue
|
|
13,000,026
|
|
29,280,649
|
|
6,380,339
|
| |
|
|
|
|
|
|
|
Revenue from services
Performance obligation satisfied over time
|
|
|
|
|
|
|
|
Subscription services
|
|
1,328,798
|
|
3,605,525
|
|
785,654
|
|
Software consultation and development services
|
|
2,483,001
|
|
2,865,215
|
|
624,339
|
|
Social media management services
|
|
1,557,620
|
|
2,782,963
|
|
606,416
|
|
Data management & analysis services
|
|
2,727,133
|
|
4,574,481
|
|
996,793
|
| |
|
8,096,552
|
|
13,828,184
|
|
3,013,202
|
F-26
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18 DEFERRED REVENUE & REVENUES (cont.)
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Revenue from tangible products
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
Cloud printer
|
|
450
|
|
—
|
|
—
|
|
Food ordering kiosk with screen
|
|
2,096,025
|
|
7,405,006
|
|
1,613,572
|
|
Power bank charging station
|
|
1,618,730
|
|
6,864,566
|
|
1,495,809
|
| |
|
3,715,205
|
|
14,269,572
|
|
3,109,381
|
|
Revenue from rental
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
Rental of power bank machine
|
|
130,299
|
|
654
|
|
143
|
| |
|
|
|
|
|
|
|
Revenue from others
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
Food catering, restaurant and sale of foods
|
|
1,057,970
|
|
1,182,239
|
|
257,613
|
|
Total revenue
|
|
13,000,026
|
|
29,280,649
|
|
6,380,339
|
Transaction price allocated to remaining performance obligation
Management expects that the transaction price allocated to remaining unsatisfied (or partially unsatisfied) performance obligation as at December 31, 2022 and 2023 may be recognized as revenue in the next reporting periods as follows:
|
|
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Unsatisfied and partially unsatisfied performance obligation as at
|
|
|
|
|
|
|
|
December 31, 2022
|
|
867,708
|
|
—
|
|
—
|
|
December 31, 2023
|
|
—
|
|
2,691,244
|
|
586,430
|
Unsatisfied performance obligation solely consists of deferred revenue, money received for goods or services not yet delivered or performed.
19 COST OF SALES
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Purchases
|
|
2,550,229
|
|
11,505,970
|
|
2,507,184
|
|
Commissions
|
|
518,594
|
|
590,587
|
|
128,691
|
|
Marketing
|
|
823,491
|
|
1,679,862
|
|
366,047
|
|
Depreciation of plant and equipment
|
|
717,535
|
|
1,292,349
|
|
281,607
|
|
Software development
|
|
—
|
|
574,501
|
|
125,186
|
|
Server maintenance
|
|
934,334
|
|
1,463,433
|
|
318,886
|
|
Employee benefit expenses
|
|
2,415,042
|
|
4,006,075
|
|
872,935
|
|
Total
|
|
7,959,225
|
|
21,112,777
|
|
4,600,536
|
F-27
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20 EXPENSES BY NATURE
|
|
|
2022
|
|
2023
|
|
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Employee benefit expenses
|
|
|
|
|
|
|
|
– Director fee
|
|
521,099
|
|
536,770
|
|
116,964
|
|
– Staff costs
|
|
2,303,959
|
|
4,086,584
|
|
890,478
|
|
– Employer Contribution to Defined Contribution Plan
|
|
257,744
|
|
465,845
|
|
101,509
|
|
– Employer Contribution to Insurance Scheme
|
|
10,689
|
|
24,522
|
|
5,344
|
|
Depreciation of plant and equipment
|
|
1,260,586
|
|
1,639,079
|
|
357,160
|
|
Amortization of ROU
|
|
164,345
|
|
102,379
|
|
22,309
|
|
Provision for expected credit loss
|
|
48,523
|
|
90,205
|
|
19,656
|
21 FAIR VALUE OF ASSETS & LIABILITIES
Asset and liabilities not measured at fair value
Cash and short term deposits, other receivables and payables carrying amounts of these balances approximate their fair values due to the short-term nature of these balances.
Trade receivables and trade payables carrying amounts (including trade balances due from/to related parties) approximate their fair values as they are subject to normal trade credit terms.
Bank borrowings carrying amounts approximate their fair values as they are subject to interest rates close to market rate of interests for similar arrangements with financial institutions.
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company activities expose it to various risks, including market risk (comprising currency risk and interest rate risk), credit risk, and liquidity risk. The Company overall risk management strategy aims to minimize any adverse effects from the unpredictability of financial markets on its financial performance.
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Financial assets at amortized cost
|
|
|
|
|
|
|
|
|
|
Cash
|
|
158,530
|
|
229,271
|
|
823,524
|
|
179,448
|
|
Trade receivables
|
|
774,859
|
|
1,063,369
|
|
1,990,414
|
|
433,717
|
|
Other receivables
|
|
58,184
|
|
67,984
|
|
4,513,832
|
|
983,577
|
|
Fixed deposits
|
|
225,000
|
|
329,163
|
|
1,136,256
|
|
247,593
|
|
Amount due from director
|
|
853,591
|
|
289,734
|
|
—
|
|
—
|
|
Amount due from shareholders
|
|
318,467
|
|
95,766
|
|
—
|
|
—
|
|
Amount due from related parties
|
|
737,568
|
|
773,817
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
|
|
Financial liabilities at amortized cost
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
2,375,939
|
|
487,955
|
|
423,787
|
|
92,344
|
|
Other payables & accrued liabilities
|
|
116,026
|
|
498,331
|
|
692,841
|
|
150,972
|
|
Bank and other borrowings
|
|
866,140
|
|
1,440,318
|
|
3,973,999
|
|
865,946
|
|
Lease liabilities
|
|
277,779
|
|
245,393
|
|
209,571
|
|
45,666
|
|
Amount due to shareholders
|
|
—
|
|
—
|
|
886
|
|
193
|
|
Amount due to related parties
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Amount due to director
|
|
—
|
|
—
|
|
137,181
|
|
29,892
|
F-28
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)
Foreign Currency Risk
The Group expose to foreign currency risk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group, with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoing basis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreign currency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
Interest Rate Risk
The Group exposed to interest rate risk arise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 14 of the financial statements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposure to interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increase or decrease to report interest rate risk internally to key management personnel, as this represents management’s assessment of a reasonably possible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, our profit would decrease or increase by approximately RM10,430 for the year ended December 31, 2023, and RM2,571 for the year ended December 31, 2022.
Liquidity Risk
Liquidity risk arises mainly due to general funding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, which includes both principal and interest. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bank borrowings
Repayment within:
|
|
|
|
|
|
|
|
|
|
Less than 1 year
|
|
56,371
|
|
127,716
|
|
773,744
|
|
168,601
|
|
Between 1 and 2 years
|
|
112,742
|
|
127,560
|
|
773,744
|
|
168,601
|
|
Between 2 and 5 years
|
|
109,990
|
|
307,741
|
|
1,823,933
|
|
397,440
|
|
Over 5 years
|
|
37,897
|
|
95,340
|
|
38,102
|
|
8,303
|
| |
|
|
|
|
|
|
|
|
|
Bank overdraft
Repayment within less than 1 year
|
|
601,566
|
|
900,231
|
|
1,064,530
|
|
231,964
|
| |
|
|
|
|
|
|
|
|
|
Lease liabilities
Repayment within:
|
|
|
|
|
|
|
|
|
|
Less than 1 year
|
|
117,732
|
|
151,584
|
|
57,084
|
|
12,439
|
|
Between 1 and 2 years
|
|
110,832
|
|
57,384
|
|
60,204
|
|
13,119
|
|
Between 2 and 5 years
|
|
61,188
|
|
27,252
|
|
98,532
|
|
21,470
|
|
Over 5 years
|
|
—
|
|
29,510
|
|
20,426
|
|
4,451
|
F-29
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade payables
Repayment within less than 1 year
|
|
2,375,939
|
|
487,955
|
|
423,787
|
|
92,344
|
| |
|
|
|
|
|
|
|
|
|
Other payables
Repayment within less than 1 year
|
|
116,026
|
|
498,331
|
|
692,841
|
|
150,972
|
| |
|
|
|
|
|
|
|
|
|
Amount due to director
Repayment within less than 1 year
|
|
—
|
|
—
|
|
137,181
|
|
29,892
|
| |
|
|
|
|
|
|
|
|
|
Amount due to shareholder
Repayment within less than 1 year
|
|
—
|
|
—
|
|
886
|
|
193
|
Credit Risk
Credit risk primarily arises from the possibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conducting thorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent payment terms such as upfront payments and short billing cycles.
Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro-economic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost.
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade receivables
Collection within less than 1 year
|
|
913,587
|
|
|
1,153,574
|
|
|
1,990,414
|
|
433,717
|
|
Lifetime expected credit loss,
simplified
|
|
(138,728
|
)
|
|
(90,205
|
)
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
15.18
|
%
|
|
7.82
|
%
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
|
|
|
|
Other receivables
Collection within less than 1 year
|
|
58,184
|
|
|
67,984
|
|
|
4,513,832
|
|
983,577
|
|
12 months expected credit loss
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
|
|
|
|
Amount due from director
Collection within less than 1 year
|
|
853,591
|
|
|
289,734
|
|
|
—
|
|
—
|
|
12 months expected credit loss
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
F-30
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)
|
|
|
As of
January 1,
2022
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Amount due from shareholder
Collection within less than 1 year
|
|
318,467
|
|
95,766
|
|
—
|
|
—
|
|
12 months expected credit loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
—
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
|
|
Amount due from related parties
Collection within less than 1 year
|
|
737,568
|
|
773,817
|
|
—
|
|
—
|
|
12 months expected credit loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Provision for expected credit loss rate
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Lifetime expected credit loss
|
|
|
|
|
|
|
|
|
|
|
As at January 1
|
|
138,728
|
|
|
90,205
|
|
|
19,656
|
|
|
Decrease in expected credit loss
|
|
(48,523
|
)
|
|
(90,205
|
)
|
|
(19,656
|
)
|
|
As at December 31
|
|
90,205
|
|
|
—
|
|
|
—
|
|
For the year ended December 31, 2023, the company made a deliberate decision to abstain from setting aside any provision for doubtful debt, given the fact that by March 21, 2024, the company had successfully received complete settlement of all outstanding amounts owed by trade receivables.
Capital Risk Management
The Group manages its capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manage its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as lease liability, borrowings and bank overdraft plus amount due to shareholder and director, trade and other payables less Cash and short term deposits. Total capital is calculated as total equity plus net debts. Capital includes equity attributable to the owners of the parent and non-controlling interest.
|
|
|
As of
December 31,
2021
|
|
As of
December 31,
2022
|
|
As of
December 31,
2023
|
|
As of
December 31,
2023
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Net debt
|
|
3,252,354
|
|
|
2,113,563
|
|
|
3,478,485
|
|
|
757,972
|
|
|
Total equity
|
|
5,528,159
|
|
|
7,891,743
|
|
|
10,218,691
|
|
|
2,226,683
|
|
|
Total capital
|
|
8,780,513
|
|
|
10,005,306
|
|
|
13,697,176
|
|
|
2,984,655
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gearing ratio
|
|
37.04
|
%
|
|
21.12
|
%
|
|
25.40
|
%
|
|
25.40
|
%
|
F-31
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
23 CONCENTRATIONS OF RISK
Customer Concentration
For the year ended December 31, 2022, the Company generated total revenue of RM13,000,026, of which three customers accounted for more than 60% of the Company’s total revenue.
For the year ended December 31, 2023, the Company generated total revenue of RM 29,280,649, of which three customers accounted for more than 47% of the Company’s total revenue.
|
|
|
For years ended December 31
|
| |
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
| |
|
Revenues
|
|
Percentage of revenues
|
|
Trade receivables
|
| |
|
RM
|
|
RM
|
|
%
|
|
%
|
|
RM
|
|
RM
|
|
Customer A
|
|
—
|
|
2,043,730
|
|
—
|
|
15.72
|
|
—
|
|
290,770
|
|
Customer B
|
|
4,918,183
|
|
1,925,730
|
|
16.80
|
|
14.81
|
|
—
|
|
—
|
|
Customer C
|
|
4,976,616
|
|
3,842,875
|
|
17.00
|
|
29.56
|
|
—
|
|
476,220
|
|
Customer D
|
|
4,000,000
|
|
—
|
|
13.66
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
13,894,799
|
|
7,812,335
|
|
47.46
|
|
60.09
|
|
—
|
|
766,990
|
Vendor Concentration
For the year ended December 31, 2022, the Company incurred cost of sale of RM5,544,183, of which one vendor accounted for more than 44% of the Company’s total cost of sale.
For the year ended December 31, 2023, the Company incurred cost of sale of RM21,112,777, of which two vendors accounted for more than 49% of the Company’s total cost of sale.
|
|
|
For years ended December 31
|
| |
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
| |
|
Cost of sale
|
|
Percentage of cost of sales
|
|
Accounts payable, trade
|
| |
|
RM
|
|
RM
|
|
%
|
|
%
|
|
RM
|
|
RM
|
|
Vendor A
|
|
4,420,296
|
|
2,442,111
|
|
20.94
|
|
30.69
|
|
—
|
|
—
|
|
Vendor B
|
|
5,933,665
|
|
—
|
|
28.10
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
10,353,961
|
|
2,442,111
|
|
49.04
|
|
30.69
|
|
—
|
|
—
|
24 OPERATING SEGMENTS
Directors determine the basis of operating segments by analyzing the Group’s various revenue streams. They consider the nature of these revenues, the markets served, and the internal reporting structure. By segmenting the Group into distinct operating units, each with unique financial metrics and strategic goals, directors gain clearer insights into performance. This segmentation informs business decisions and resource allocation, allowing directors to target investments, manage costs, and optimize operations effectively for each segment.
The Group’s operations are located in Malaysia. All of the Group’s revenue from external customers based on the location of the Group’s operations is from Malaysia. The geographical locations of the Group’s non-current assets are mostly situated in Malaysia based on physical location of assets.
F-32
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
24 OPERATING SEGMENTS (cont.)
|
|
|
For the year ended December 31, 2022
|
| |
|
SAAS
Business
|
|
Software
Customization
|
|
Data
Analysis &
Hosting
Services
|
|
Outright
Purchase
|
|
Others
|
|
Total
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Revenue
|
|
1,328,798
|
|
|
2,483,001
|
|
|
4,284,753
|
|
|
3,715,205
|
|
|
1,188,269
|
|
|
13,000,026
|
|
|
Cost of Sales
|
|
(470,167
|
)
|
|
(1,199,509
|
)
|
|
(2,979,152
|
)
|
|
(2,498,021
|
)
|
|
(812,376
|
)
|
|
(7,959,225
|
)
|
|
Gross Profit
|
|
858,631
|
|
|
1,283,492
|
|
|
1,305,601
|
|
|
1,217,184
|
|
|
375,893
|
|
|
5,040,801
|
|
|
Selling & Administrative Expenses
|
|
(361,585
|
)
|
|
(361,585
|
)
|
|
(361,585
|
)
|
|
(361,585
|
)
|
|
(361,585
|
)
|
|
(1,807,924
|
)
|
|
Income from operations
|
|
497,046
|
|
|
921,907
|
|
|
944,016
|
|
|
855,599
|
|
|
14,309
|
|
|
3,232,877
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment depreciation
|
|
756,352
|
|
|
126,059
|
|
|
252,117
|
|
|
63,029
|
|
|
63,029
|
|
|
1,260,586
|
|
|
Segment amortization
|
|
98,607
|
|
|
16,435
|
|
|
32,869
|
|
|
8,217
|
|
|
8,217
|
|
|
164,345
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets
|
|
7,706,698
|
|
|
1,284,450
|
|
|
2,568,900
|
|
|
642,225
|
|
|
642,225
|
|
|
12,844,498
|
|
|
Segment Liabilities
|
|
2,971,653
|
|
|
495,275
|
|
|
990,551
|
|
|
247,638
|
|
|
247,638
|
|
|
4,952,755
|
|
|
|
|
For the year ended December 31, 2023
|
| |
|
SAAS
Business
|
|
Software
Customization
|
|
Data
Analysis &
Hosting
Services
|
|
Outright
Purchase
|
|
Others
|
|
Total
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Revenue
|
|
3,605,525
|
|
|
2,865,215
|
|
|
7,357,444
|
|
|
14,269,572
|
|
|
1,182,893
|
|
|
29,280,649
|
|
|
Cost of Sales
|
|
(992,815
|
)
|
|
(2,189,450
|
)
|
|
(7,892,692
|
)
|
|
(9,472,173
|
)
|
|
(565,647
|
)
|
|
(21,112,777
|
)
|
|
Gross Profit
|
|
2,612,710
|
|
|
675,765
|
|
|
(535,248)
|
|
|
4,797,399
|
|
|
617,246
|
|
|
8,167,872
|
|
|
Selling & Administrative Expenses
|
|
(545,638
|
)
|
|
(545,638
|
)
|
|
(545,638
|
)
|
|
(545,638
|
)
|
|
(545,638
|
)
|
|
(2,728,190
|
)
|
|
Disposal Gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662,701
|
|
|
662,701
|
|
|
Income from operations
|
|
2,067,072
|
|
|
130,127
|
|
|
(1,080,886
|
)
|
|
4,251,761
|
|
|
734,309
|
|
|
6,102,383
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment depreciation
|
|
983,447
|
|
|
163,908
|
|
|
327,816
|
|
|
81,954
|
|
|
81,954
|
|
|
1,639,079
|
|
|
Segment amortization
|
|
61,427
|
|
|
10,238
|
|
|
20,476
|
|
|
5,119
|
|
|
5,119
|
|
|
102,379
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets
|
|
12,779,177
|
|
|
2,129,863
|
|
|
4,259,726
|
|
|
1,064,931
|
|
|
1,064,931
|
|
|
21,298,628
|
|
|
Segment Liabilities
|
|
6,647,962
|
|
|
1,107,994
|
|
|
2,215,987
|
|
|
553,997
|
|
|
553,997
|
|
|
11,079,937
|
|
25 SUBSEQUENT EVENT
On April 1, 2024, the Group obtained an unsecured bank loan of RM1,000,000 with a tenor of 7 years. The loan bears interest at an annual rate of 10.5%.
F-33
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2023 AND JUNE 30, 2024
|
|
|
As of
|
|
Note
|
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
ASSETS
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
Plant and equipment
|
|
8
|
|
11,047,078
|
|
12,901,038
|
|
2,734,893
|
|
Right-of-use assets
|
|
9
|
|
225,282
|
|
197,654
|
|
41,901
|
|
Total non-current assets
|
|
|
|
11,272,360
|
|
13,098,692
|
|
2,776,794
|
| |
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Trade receivables, net
|
|
10
|
|
1,990,414
|
|
4,960,788
|
|
1,051,639
|
|
Other receivables
|
|
11
|
|
6,076,074
|
|
1,178,739
|
|
249,881
|
|
Cash and short term deposits
|
|
12
|
|
1,959,780
|
|
2,007,252
|
|
425,518
|
|
Total current assets
|
|
|
|
10,026,268
|
|
8,146,779
|
|
1,727,038
|
| |
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
21,298,628
|
|
21,245,471
|
|
4,503,832
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
423,787
|
|
—
|
|
—
|
|
Amount due to shareholder
|
|
15
|
|
886
|
|
70
|
|
15
|
|
Amount due to director
|
|
15
|
|
137,181
|
|
—
|
|
—
|
|
Other payables
|
|
11
|
|
692,841
|
|
508,160
|
|
107,725
|
|
Deferred revenue
|
|
18
|
|
2,691,244
|
|
764,580
|
|
162,083
|
|
Provisions
|
|
14
|
|
494,280
|
|
479,140
|
|
101,573
|
|
Tax payable
|
|
16
|
|
1,632,210
|
|
2,208,830
|
|
468,250
|
|
Lease liabilities
|
|
9
|
|
46,994
|
|
48,998
|
|
10,387
|
|
Bank overdraft
|
|
15
|
|
1,064,530
|
|
541,608
|
|
114,816
|
|
Bank borrowings
|
|
15
|
|
583,313
|
|
708,711
|
|
150,240
|
|
Total current liabilities
|
|
|
|
7,767,266
|
|
5,260,097
|
|
1,115,089
|
| |
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
9
|
|
162,577
|
|
137,391
|
|
29,126
|
|
Bank borrowings
|
|
15
|
|
2,326,156
|
|
2,901,355
|
|
615,059
|
|
Deferred tax liabilities
|
|
16
|
|
823,938
|
|
805,838
|
|
170,830
|
|
Total non-current labilities
|
|
|
|
3,312,671
|
|
3,844,584
|
|
815,015
|
| |
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
11,079,937
|
|
9,104,681
|
|
1,930,104
|
| |
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Share capital, 10,800,000 common shares issued and outstanding with no par value, unlimited authorized share
|
|
4
|
|
1,145,780
|
|
1,145,780
|
|
242,894
|
|
Reserves
|
|
16
|
|
3,280,388
|
|
3,280,388
|
|
695,410
|
|
Retained earnings
|
|
|
|
5,439,549
|
|
7,304,134
|
|
1,548,405
|
|
Shareholders’ equity
|
|
|
|
9,865,717
|
|
11,730,302
|
|
2,486,709
|
|
Non-controlling interest
|
|
|
|
352,974
|
|
410,488
|
|
87,019
|
|
Total equity
|
|
|
|
10,218,691
|
|
12,140,790
|
|
2,573,728
|
| |
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
|
21,298,628
|
|
21,245,471
|
|
4,503,832
|
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-34
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024
|
|
|
For the six months ended June 30,
|
|
Note
|
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Revenue
|
|
18
|
|
6,529,913
|
|
|
19,655,442
|
|
|
4,166,761
|
|
|
Revenue from related parties
|
|
18
|
|
574,248
|
|
|
—
|
|
|
—
|
|
|
Total revenue
|
|
|
|
7,104,161
|
|
|
19,655,442
|
|
|
4,166,761
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
19
|
|
(6,875,096
|
)
|
|
(16,167,137
|
)
|
|
(3,427,273
|
)
|
|
Total cost of sales
|
|
|
|
(6,875,096
|
)
|
|
(16,167,137
|
)
|
|
(3,427,273
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
229,065
|
|
|
3,488,305
|
|
|
739,488
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
20
|
|
(1,399,073
|
)
|
|
(654,390
|
)
|
|
(138,726
|
)
|
|
Selling and administrative expenses from related parties
|
|
20
|
|
(357,770
|
)
|
|
(393,000
|
)
|
|
(83,312
|
)
|
|
Disposal gain
|
|
7
|
|
662,701
|
|
|
—
|
|
|
—
|
|
|
(Loss)/Income from operations before income tax
|
|
|
|
(865,077
|
)
|
|
2,440,915
|
|
|
517,450
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
27,186
|
|
|
161,044
|
|
|
34,140
|
|
|
Finance costs
|
|
|
|
(65,380
|
)
|
|
(121,340
|
)
|
|
(25,723
|
)
|
|
(Loss)/Profit before income tax
|
|
|
|
(903,271
|
)
|
|
2,480,619
|
|
|
525,867
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
16
|
|
(14,008
|
)
|
|
(558,520
|
)
|
|
(118,401
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss)/Profit for the period, representing total comprehensive income for the period
|
|
|
|
(917,279
|
)
|
|
1,922,099
|
|
|
407,466
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity owners of the Company
|
|
|
|
(911,530
|
)
|
|
1,864,585
|
|
|
395,274
|
|
|
Non-controlling interests
|
|
|
|
(5,749
|
)
|
|
57,514
|
|
|
12,192
|
|
|
Total
|
|
|
|
(917,279
|
)
|
|
1,922,099
|
|
|
407,466
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding – Basic and Diluted
|
|
|
|
10,800,000
|
|
|
10,800,000
|
|
|
10,800,000
|
|
|
Basic and Diluted Net Income per Share
|
|
|
|
(0.0844
|
)
|
|
0.1726
|
|
|
0.0366
|
|
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-35
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024
|
|
|
Note
|
|
Number of
outstanding
shares
|
|
Share
capital
|
|
Reserves
|
|
Retained
earnings
|
|
Shareholders’
equity
|
|
Non-
controlling
interest
|
|
Total equity
|
| |
|
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Balance at January 1, 2023
|
|
|
|
10,800,000
|
|
2,515,899
|
|
|
3,280,388
|
|
961,960
|
|
|
6,758,247
|
|
|
1,133,496
|
|
|
7,891,743
|
|
|
Issuance of shares
|
|
4
|
|
—
|
|
336,217
|
|
|
—
|
|
—
|
|
|
336,217
|
|
|
309,163
|
|
|
645,380
|
|
|
Equity transaction
|
|
|
|
—
|
|
2,019
|
|
|
—
|
|
1,330
|
|
|
3,349
|
|
|
(3,349
|
)
|
|
—
|
|
|
Disposition of Sagfood (Malaysia) Sdn Bhd
|
|
7
|
|
—
|
|
(1,708,355
|
)
|
|
—
|
|
—
|
|
|
(1,708,355
|
)
|
|
(1,266,378
|
)
|
|
(2,974,733
|
)
|
|
Net loss for the period
|
|
|
|
—
|
|
—
|
|
|
—
|
|
(911,530
|
)
|
|
(911,530
|
)
|
|
(5,749
|
)
|
|
(917,279
|
)
|
|
Balance at June 30, 2023
|
|
|
|
10,800,000
|
|
1,145,780
|
|
|
3,280,388
|
|
51,760
|
|
|
4,477,928
|
|
|
167,183
|
|
|
4,645,111
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2024
|
|
|
|
10,800,000
|
|
1,145,780
|
|
|
3,280,388
|
|
5,439,549
|
|
|
9,865,717
|
|
|
352,974
|
|
|
10,218,691
|
|
|
Net profit for the period
|
|
|
|
—
|
|
—
|
|
|
—
|
|
1,864,585
|
|
|
1,864,585
|
|
|
57,514
|
|
|
1,922,099
|
|
|
Balance at June 30, 2024
|
|
|
|
10,800,000
|
|
1,145,780
|
|
|
3,280,388
|
|
7,304,134
|
|
|
11,730,302
|
|
|
410,488
|
|
|
12,140,790
|
|
|
|
|
Note
|
|
Number of
outstanding
shares
|
|
Share
capital
|
|
Reserves
|
|
Retained
earnings
|
|
Shareholders’
equity
|
|
Non-
controlling
interest
|
|
Total equity
|
| |
|
|
|
USD
|
|
USD
|
|
USD
|
|
USD
|
|
USD
|
|
USD
|
|
Balance at June 30, 2023
|
|
|
|
10,800,000
|
|
242,894
|
|
695,410
|
|
10,973
|
|
949,277
|
|
35,441
|
|
948,718
|
|
Balance at June 30, 2024
|
|
|
|
10,800,000
|
|
242,894
|
|
695,410
|
|
1,548,405
|
|
2,486,709
|
|
87,019
|
|
2,573,728
|
Equity transaction reflect changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-36
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024
|
|
|
|
|
For the six months ended June 30,
|
| |
|
|
|
2023
|
|
2024
|
|
2024
|
| |
|
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss)/Profit for the period
|
|
|
|
(917,279
|
)
|
|
1,922,099
|
|
|
407,466
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net profit to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
980,443
|
|
|
780,563
|
|
|
165,472
|
|
|
Amortization
|
|
|
|
74,750
|
|
|
27,628
|
|
|
5,857
|
|
|
Provisions
|
|
|
|
(11,550
|
)
|
|
(15,140
|
)
|
|
(3,210
|
)
|
|
Imputed interest of lease liability
|
|
|
|
7,061
|
|
|
5,360
|
|
|
1,137
|
|
|
Finance costs
|
|
|
|
65,380
|
|
|
121,340
|
|
|
25,723
|
|
|
Overdraft charges
|
|
|
|
48,542
|
|
|
45,646
|
|
|
9,677
|
|
|
Gain on disposal of subsidiary
|
|
|
|
(662,701
|
)
|
|
—
|
|
|
—
|
|
|
Income tax expenses
|
|
|
|
14,008
|
|
|
558,520
|
|
|
118,401
|
|
|
Gain on termination of lease
|
|
|
|
(4,001
|
)
|
|
—
|
|
|
—
|
|
|
Reversal of for expected credit loss
|
|
|
|
(10,592
|
)
|
|
—
|
|
|
—
|
|
|
Operating cash flows before movements in working capital
|
|
|
|
(415,939
|
)
|
|
3,446,016
|
|
|
730,523
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
737,165
|
|
|
(2,970,374
|
)
|
|
(629,690
|
)
|
|
Other receivables and prepayment
|
|
|
|
(244,469
|
)
|
|
4,897,335
|
|
|
1,038,187
|
|
|
Other payables and accrued liabilities
|
|
|
|
91,230
|
|
|
(184,682
|
)
|
|
(39,151
|
)
|
|
Trade payables
|
|
|
|
(238,638
|
)
|
|
(423,786
|
)
|
|
(89,839
|
)
|
|
Deferred revenue
|
|
|
|
1,158,655
|
|
|
(1,926,663
|
)
|
|
(408,434
|
)
|
|
Cash generated from operations
|
|
|
|
1,088,004
|
|
|
2,837,846
|
|
|
601,596
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax paid
|
|
|
|
(8,065
|
)
|
|
—
|
|
|
—
|
|
|
Net cash provided by operating activities
|
|
|
|
1,079,939
|
|
|
2,837,846
|
|
|
601,596
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of plant and equipment
|
|
|
|
(4,119,232
|
)
|
|
(2,634,523
|
)
|
|
(558,493
|
)
|
|
Loss of cash on disposal of subsidiary
|
|
|
|
(27,620
|
)
|
|
—
|
|
|
—
|
|
|
Net cash used in investing activities
|
|
|
|
(4,146,852
|
)
|
|
(2,634,523
|
)
|
|
(558,493
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of share capital
|
|
|
|
645,380
|
|
|
—
|
|
|
—
|
|
|
Repayment of lease liabilities
|
|
|
|
(76,242
|
)
|
|
(28,542
|
)
|
|
(6,051
|
)
|
|
Increase in fixed deposits
|
|
|
|
(807,093
|
)
|
|
(27,580
|
)
|
|
(5,847
|
)
|
|
Overdraft charges paid
|
|
|
|
(48,542
|
)
|
|
(45,646
|
)
|
|
(9,677
|
)
|
|
Loan interest paid
|
|
|
|
(65,380
|
)
|
|
(121,340
|
)
|
|
(25,723
|
)
|
|
Proceeds from bank loans
|
|
|
|
1,899,992
|
|
|
1,000,000
|
|
|
211,991
|
|
|
Repayment of bank loans
|
|
|
|
(118,182
|
)
|
|
(299,404
|
)
|
|
(63,471
|
)
|
|
Proceeds from amount due to related parties
|
|
|
|
476,641
|
|
|
—
|
|
|
—
|
|
|
Proceeds from amount due to shareholders
|
|
|
|
(51,072
|
)
|
|
(816
|
)
|
|
(173
|
)
|
F-37
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS — (Continued)
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024
|
|
|
|
|
For the six months ended June 30,
|
| |
|
|
|
2023
|
|
2024
|
|
2024
|
| |
|
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Proceeds from amount due to inter-companies
|
|
|
|
223,000
|
|
|
—
|
|
|
—
|
|
|
Proceeds from amount due from directors
|
|
|
|
(50,650
|
)
|
|
(137,181
|
)
|
|
(29,081
|
)
|
|
Net cash provided by financing activities
|
|
|
|
2,027,852
|
|
|
339,491
|
|
|
71,968
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
|
(1,039,061
|
)
|
|
542,814
|
|
|
115,071
|
|
|
Cash and cash equivalents at beginning of period
|
|
12
|
|
(670,960
|
)
|
|
(241,006
|
)
|
|
(52,516
|
)
|
|
Foreign currency translation
|
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
|
Cash and cash equivalents at end of period
|
|
12
|
|
(1,710,021
|
)
|
|
301,808
|
|
|
63,980
|
|
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-38
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 ORGANIZATION AND PRINCIPAL ACTIVITIES
Sagtec Global Limited (the “Company”) was incorporated in the British Virgin Islands on October 31, 2023 with registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands while principal place of business of the Company at No. 43-2, Jalan Besar Kepong, Pekan Kepong, 52100 Kuala Lumpur, Malaysia.
The group structure which represents the operating subsidiaries and dormant companies as of the reporting date is as follow:
Details of the Company and its subsidiaries (collectively, the “Group”) are shown in the table below:
|
|
|
Percentage of effective ownership
|
| |
|
June 30,
|
|
Name
|
|
Date of
incorporation
|
|
2024
|
|
2023
|
|
Place of
incorporation
|
|
Principal activities
|
| |
|
|
|
%
|
|
%
|
|
|
|
|
|
Sagtec Global Limited
|
|
October 31, 2023
|
|
—
|
|
—
|
|
British Virgin Islands
|
|
Holding company
|
|
Sagtec Group Sdn Bhd
|
|
June 11, 2018
|
|
98.04
|
|
98.04
|
|
Malaysia
|
|
Food & beverage SAAS
|
|
CL Technologies (International) Sdn Bhd
|
|
February 14, 2019
|
|
94.95
|
|
94.95
|
|
Malaysia
|
|
Food & beverage software & server hosting
|
|
Sagfood (Malaysia) Sdn Bhd
|
|
September 21, 2022
|
|
—
|
|
53.31
|
|
Malaysia
|
|
Food & beverage operator
|
The Group develops IT products, services, and solutions using the subscription as a service model, generating stable and sustainable revenue from our SaaS offerings.
On January 18, 2023, Sagfood (Malaysia) Sdn Bhd issued 2,584 shares to Maybank Trustee Berhad for a consideration of RM645,380, which diluted the ultimate controlling interest by the Company from 53.31% to 52.10%, prior to disposal on June 30, 2023.
On June 30, 2023, Sagtec Group Sdn Bhd dispose its entire controlling interest in Sagfood (Malaysia) Sdn Bhd.
On January 1, 2024, the Company acquired controlling interest in Sagtec Group Sdn Bhd and CL Technologies (International) Sdn Bhd.
F-39
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES
BASIS OF PREPARATION
The unaudited interim condensed consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) for the six months ended June 30, 2024 and 2023.
These unaudited interim condensed consolidated financial statements for the six months ended June 30, 2024 and 2023 should be read in conjunction with the Group’s last audited annual consolidated financial statements for the years ended December 31, 2023, 2022 and 2021. They do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting Standard. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since last annual consolidated financial statements.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
These unaudited interim condensed consolidated financial statements were approved by the board of directors of the Company on June 30, 2024.
The board of directors has the power to amend the financial statements after issue.
ADOPTION OF NEW AND REVISED STANDARDS
On January 1, 2023, the Group has adopted the new or amended IFRS and interpretations issued by the IFRS interpretations Committee (IFRS IC) that are mandatory for application for the fiscal year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and IFRS IC.
The adoption of these new or amended IFRS and IFRS IC did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
COMMON CONTROL & MERGER ACCOUNTING
The acquisition of entities, businesses or assets under common control are accounted for in accordance with merger accounting.
The combined financial statements incorporate the financial statements of the combined entities or businesses in which the common control combination occurs as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling party.
The combined financial statements have prepared using uniform accounting policies for like transactions and other events in similar circumstances.
All intra-group balances, transactions, income and expenses are eliminated in full on combination and the combined financial statements reflect external transactions only.
The net assets of the combined entities or businesses are combined using the existing carrying amounts from the controlling party’s perspective. No amount is recognized in respect of goodwill or excess of the acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over the acquisition cost at the time of common control combination. All differences between the cost of acquisition (fair value of consideration paid) and the amounts at which the assets and liabilities are recorded, arising from common control combination, have been recognized directly in equity as part of the capital reserve.
F-40
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
The combined statements of profit or loss and other comprehensive income include the results of each of the combining entities or businesses from the earliest date presented or since the date when the combined entities or businesses first came under the common control, where this is a shorter period, regardless of the date of the common control combination.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls and entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the unaudited interim condensed consolidated financial statements from the date that control commences until the date that control ceases.
Loss of control
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any NCI, and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost.
CONVENIENCE TRANSLATION
Translations of amounts in the unaudited interim condensed consolidated statement of financial position, unaudited interim condensed consolidated statements of profit or loss and other comprehensive income/(loss), and unaudited interim condensed consolidated statement of cash flows from RM into USD as of and for the year ended June 30, 2024 are solely for the convenience of the reader. Unless otherwise noted, all translations from RM into USD for the fiscal year ended June 30, 2024 were calculated at of USD1 = RM4.7172 or an average rate of USD1 = RM4.7259.
FINANCIAL ASSETS
Classification and measurement
Financial assets are recognized when a Group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.
Financial assets are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15 Revenue from Contracts with Customers (“IFRS 15”). Transaction costs that are directly attributable to the acquisition of financial assets (other than financial assets at fair value through profit or loss (“FVTPL”)) are added to the fair value of the financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are recognized immediately in consolidated statement of profit or loss. The Group classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost.
The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.
1. Financial assets at Fair Value through Profit or Loss (FVTPL) are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statements of income and comprehensive income in the period in which they arise. There are no financial assets classified as FVTPL
F-41
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
2. Financial assets at Fair Value through Other Comprehensive Income (FVTOCI) are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI.
3. Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. The Company has classified trade receivables, other receivables and amounts due from related parties at amortized cost.
Impairment
The Group assesses at end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Group recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the accounts receivable.
The Group recognizes a loss allowance for other receivable, amount due from director, shareholders and related parties based on 12 months expected credit losses at each reporting date.
The Group measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses.
ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the ECLs associated with its assets carried at amortized cost.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flow from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of asset to another entity.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
FINANCIAL LIABILITIES
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Group determines the classification of its financial liabilities at initial recognition.
Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Group trade payables, other payables and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.
F-42
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group’s obligation are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
PLANT AND EQUIPMENT
Plant and equipment is recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment have different useful lives they are accounted for separately. Depreciation is provided at rates which are calculated to write off the assets over their estimated useful lives as follows:
|
Computer and handphone
|
|
5 years straight line
|
|
Equipment and machine
|
|
10 years straight line
|
|
License
|
|
10 years straight line
|
|
Right-of-use assets
|
|
Over term of lease
|
|
Renovation
|
|
Over term of lease
|
Plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset, being the difference between the net disposal proceeds and the carrying amount, is recognized in profit or loss.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Impairment of assets are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. When the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount and an impairment loss shall be recognized. The recoverable amount of an asset is the higher of the asset’s fair value less costs to sell and its value in use, which is measured by reference to discounted future cash flows using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized in profit or loss.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in profit or loss immediately.
LEASES
The Group as leasee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset and corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for low-value assets and short-term leases with 12 months or less. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line method over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use assets and the associated lease liabilities are presented as a separate line item in the statements of financial position.
F-43
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
Right-of-use asset
The right-of-use asset is initially measured at cost. Cost includes the initial amount of the corresponding lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any incentives received.
The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses, and adjustment for any remeasurement of the lease liability. The depreciation starts from the commencement date of the lease. If the lease transfers ownership of the underlying asset to the Group or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those plant and equipment.
Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments (other than lease modification that is not accounted for as a separate lease) with the corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognized in profit or loss if the carrying amount has been reduced to zero.
PROVISIONS
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. The discount rate shall be a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as interest expense in profit or loss.
Provision for warranties
The Group provides warranties for general repairs of defects. Provisions related to these assurance-type warranties are recognized when the product is sold. Initial recognition is based on historical experience. The estimate of warranty-related costs is revised annually.
REVENUE RECOGNITION
Revenue is derived principally from services, tangible products, rental and others.
Revenue from services
Revenue from services is recognized over time in the year in which the services rendered.
A receivable is recognized when the services are rendered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
1. Subscription services from Speed + Pos software and QR ordering system revenue measured on time elapsed.
F-44
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
2. Software consultant and development services revenue measured on contract milestone.
3. Social media management services revenue measured on time elapsed.
4. Data management and analysis services revenue measured on time elapsed.
Revenue from tangible products
Revenue from tangible products is recognized at a point in time when the goods have been delivered to the customer and upon its acceptance, and it is probable that the Group will collect the considerations to which it would be entitled to in exchange for the goods sold.
Revenue from rental of machinery
Revenue from rental is recognized at a point in time, measured through time lapsed results in entitlement to collection of revenue.
Revenue from others
Revenue from others consist revenue generate through food catering, restaurant and sale of foods, recognized at point of time when the goods have been delivered to the customer and upon its acceptance, and it is probable that the Group will collect the considerations to which it would be entitled to in exchange for the goods sold.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less.
Bank overdrafts are presented as current borrowings in the statements of financial position.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
INCOME TAX
Current tax assets and liabilities are the expected amount of income tax recoverable or payable to the taxation authorities, measured using tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period and are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss (either in other comprehensive income or directly in equity).
Deferred taxes are recognised using the liability method for temporary differences other than those that arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on the period.
Deferred tax assets are recognized for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefits will be realized.
F-45
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
Current and deferred tax items are recognized in correlation to the underlying transactions either in profit or loss, other comprehensive income or directly in equity.
Current tax assets and liabilities or deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity (or on different tax entities but they intend to settle current tax assets and liabilities on a net basis) and the same taxation authority.
EMPLOYEE BENEFITS
Defined contribution plan
The Company participates in Employees Provident Fund (EPF), Malaysia’s national defined contribution plan, employees are required to contribute a specified percentage of their monthly salary to the EPF, which is deducted from their salaries each month. The company also contributes a specified percentage based on the employees’ monthly salaries, as mandated by the EPF regulations. The Company’s contributions are recognized as an expense in the period when employees render related services, and this expense is recorded in the profit or loss statement under employee benefits expense. A liability is recognized for unpaid contributions at the end of each reporting period, representing amounts due to the EPF but not yet paid. Contributions are measured at the statutory rates applicable during the period. In the financial statements, the total amount of contributions made to the EPF during the reporting period is disclosed in the notes under employee benefits.
Actuarial risk (that benefits will be less than expected) and investment risk (that assets invested will be insufficient to meet expected benefits) fall, in substance, on the employee.
DEFERRED OFFERING COSTS
Deferred offering costs are specific expenses incurred during the process of preparing for an offering of securities, including legal, accounting, underwriting, and other fees directly associated with the offering. These costs are initially recorded as an asset when incurred, provided it is probable that the offering will be successfully completed, and are capitalized as “Deferred Offering Costs” on the statement of financial position. Only direct and incremental costs clearly attributable to the offering are capitalized, while general and administrative expenses not directly related to the offering process are expensed as incurred. Upon successful completion of the offering, deferred offering costs are reclassified from the statement of financial position to the statement of comprehensive income and recognized as a reduction of the proceeds from the offering within equity. If it becomes probable that the offering will not be completed, all deferred offering costs are expensed immediately in the period this determination is made.
FOREIGN CURRENCY TRANSACTIONS
The functional currency used by the Company is Malaysia Ringgit. Consequently, operations in currencies other than the Malaysian Ringgit are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations.
At year-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the statement of financial position date. The profits or losses revealed are charged directly to the profit and loss account for the year in which they occur. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction.
F-46
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2 MATERIAL ACCOUNTING POLICIES (cont.)
The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the year, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal.
EARNINGS PER SHARE
Basic income per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.
Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of June 30, 2024 and December 31, 2023.
SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided for decision maker, whose members are responsible for allocating resources and assessing the performance of the operating segments.
BORROWING AND BORROWING COSTS
Borrowings are classified as current liabilities unless the Group has the unconditional right to postpone settlement for at least 12 months after the statement of financial position date, in which case they are classified as non-current liabilities.
Borrowings are initially recorded at fair value, net of any transaction costs. They are then measured at amortized cost. The difference between the initial proceeds (after deducting transaction costs) and the repayment amount is recognized in profit or loss over the term of the borrowings using the effective interest rate method.
Borrowing costs are recognized in profit or loss using the effective interest method except for borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of these unaudited interim condensed consolidated financial statements in conformity with IFRS require the directors of the Company to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
F-47
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont.)
The directors have considered the development, selection and disclosure of the Group’s critical accounting judgements and estimates. The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below:-
Useful lives of plant and equipment
The Group’s management determines the estimated useful lives and the related depreciation charge for the Group’s plant and equipment. This estimate is based on the historical experience of the actual useful lives of plant and equipment of similar nature and functions. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives. Periodic review could result in a change in depreciable lives and therefore depreciation charge in the future periods.
Impairment of Trade Receivables
The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables.
4 ISSUANCE OF SHARES
|
|
|
Number of
shares
|
|
RM
|
|
Balance as at January 1, 2023
|
|
10,800,000
|
|
2,515,899
|
|
|
Issuance of shares from Sagfood (Malaysia) Sdn Bhd towards Maybank Trustees Berhad
|
|
—
|
|
336,217
|
|
|
Equity transaction movement
|
|
—
|
|
2,019
|
|
|
Disposition of Sagfood (Malaysia) Sdn Bhd
|
|
—
|
|
(1,708,355
|
)
|
|
Balance as at December 31, 2023
|
|
10,800,000
|
|
1,145,780
|
|
|
Issuance of shares from Sagtec Global Limited
|
|
—
|
|
—
|
|
|
Balance as at June 30, 2024
|
|
10,800,000
|
|
1,145,780
|
|
On January 18, 2023, Sagfood (Malaysia) Sdn Bhd issued 2,584 shares to Maybank Trustee Berhad for a consideration of RM645,380. As the issuance of shares is at a price which is different from the previously issued shares, therefore, an equity adjustment of RM336,217 is made to the controlling interests in according to the percentage of its shareholdings.
Equity transaction reflect changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary as a result of issuance to Maybank Trustee Berhad. Upon issuance of shares, the ultimate controlling interest was diluted from 53.31% to 52.10%.
On June 30, 2023, Sagtec Group Sdn Bhd dispose entire equity interest with share capital carrying value amounted RM1,708,355.
As of date of this report, Sagtec Global Limited has issued and outstanding shares of 10,800,000. These shares were deemed issued at the beginning of the reporting period.
F-48
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5 ACQUISITION OF CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
On January 1, 2024, the Company completed the acquisition of CL Technologies (International) Sdn. Bhd. (CL Tech), a company located in Malaysia that provides food and beverage software and server hosting services. The acquisition was made pursuant to a share purchase agreement dated January 1, 2024, between the Company, and Kevin Ng Chen Lok and other individual non-controlling shareholders, collectively the 94.95% shareholders of CL Tech. The acquisition purchase price totaled US$100 (RM457) in initial cash consideration.
As part of the restructuring of the Company, the acquisition of entities, business or assets under common control are accounted for in accordance with merger accounting. The difference between the consideration paid and the share capital of the acquired entity is reflected within equity as a merger reserve. The Company accounted the transaction as followings:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash consideration
|
|
457
|
|
|
100
|
|
|
Book value of 94.95% of Share Capital of CL Technologies (International) Sdn. Bhd.
|
|
(2,263,600
|
)
|
|
(479,864
|
)
|
|
Bargain purchase accounted as merger reserve in equity
|
|
2,263,143
|
|
|
479,764
|
|
6 ACQUISITIONS OF SAGTEC GROUP SDN. BHD.
On January 1, 2024, the Company completed the acquisition of Sagtec Group Sdn. Bhd. (Sagtec Group), a company located in Malaysia that provides Food and beverage SAAS services. The acquisition was made pursuant to a share purchase agreement dated January 1, 2024, between the Company, and Kevin Ng Chen Lok and other individual non-controlling shareholders, collectively the 98.04% shareholders of Sagtec Group. The acquisition purchase price totaled US$100 (RM457) in initial cash consideration.
As part of the restructuring of the Company, the acquisition of entities, business or assets under common control are accounted for in accordance with merger accounting. The difference between the consideration paid and the share capital of the acquired entity is reflected within equity as a merger reserve. The Company accounted the transaction as followings:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash consideration
|
|
457
|
|
|
100
|
|
|
Book value of 98.04% of Share Capital of Sagtec Group Sdn. Bhd.
|
|
(1,017,702
|
)
|
|
(215,746
|
)
|
|
Bargain purchase accounted as merger reserve in equity
|
|
1,017,245
|
|
|
215,646
|
|
F-49
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7 DISPOSITIONS OF SAGFOOD (MALAYSIA) SDN. BHD.
On June 30, 2023, Sagtec Group Sdn. Bhd. disposed entire controlling interest in Sagfood (Malaysia) Sdn. Bhd. to one of the directors. The net assets of Sagfood (Malaysia) Sdn. Bhd. at the date of disposal were as follows:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Assets
|
|
|
|
|
|
|
|
Cash and bank balances
|
|
27,620
|
|
|
5,855
|
|
|
Trade receivables
|
|
302,500
|
|
|
64,127
|
|
|
Other receivables
|
|
25,560
|
|
|
5,419
|
|
|
Amount due from director
|
|
266,954
|
|
|
56,592
|
|
|
Amount due from shareholder
|
|
65,800
|
|
|
13,949
|
|
|
Amount due from related parties
|
|
100,982
|
|
|
21,407
|
|
|
Plant and equipment
|
|
2,569,948
|
|
|
544,804
|
|
|
Right-of-use assets
|
|
178,765
|
|
|
37,897
|
|
|
Total assets
|
|
3,538,129
|
|
|
750,050
|
|
| |
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Trade payables
|
|
28,786
|
|
|
6,102
|
|
|
Other payables
|
|
31,263
|
|
|
6,628
|
|
|
Amount due to related parties
|
|
390,283
|
|
|
82,736
|
|
|
Deferred tax liabilities
|
|
201,320
|
|
|
42,678
|
|
|
Lease liabilities
|
|
184,055
|
|
|
39,018
|
|
|
Total liabilities
|
|
835,707
|
|
|
177,162
|
|
| |
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
1,266,378
|
|
|
268,461
|
|
|
Controlling interest
|
|
1,436,044
|
|
|
304,427
|
|
| |
|
2,702,422
|
|
|
572,888
|
|
| |
|
|
|
|
|
|
|
Controlling interest
|
|
1,436,044
|
|
|
304,427
|
|
|
Reversal of Equity transaction movement*
|
|
(1,708,355
|
)
|
|
(362,155
|
)
|
|
Book value of net deficit of controlling interest
|
|
(272,311
|
)
|
|
(57,728
|
)
|
| |
|
|
|
|
|
|
|
Deferred consideration
|
|
390,390
|
|
|
82,759
|
|
|
Net deficit
|
|
272,311
|
|
|
57,728
|
|
|
Gain on disposal
|
|
662,701
|
|
|
140,487
|
|
Reversal of equity transaction movement, consist of the reversal of capital contribution by non-controlling interest at premium allocates to controlling interest based on percentage of controlling interest.
The results of the disposed subsidiary, which have been included in the profit for the year, were as follows:
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Revenue
|
|
1,182,238
|
|
|
250,623
|
|
|
Cost of sale
|
|
(239,299
|
)
|
|
(50,729
|
)
|
|
Selling and administrative expenses
|
|
(794,089
|
)
|
|
(168,339
|
)
|
|
Other income
|
|
4,001
|
|
|
848
|
|
|
Income tax expense
|
|
(21,462
|
)
|
|
(4,550
|
)
|
|
Net profit
|
|
131,389
|
|
|
27,853
|
|
F-50
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7 DISPOSITIONS OF SAGFOOD (MALAYSIA) SDN. BHD. (cont.)
|
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash consideration
|
|
—
|
|
|
—
|
|
|
Less: Cash and cash equivalents disposed off
|
|
27,620
|
|
|
5,855
|
|
|
Net cash outflow from disposal of subsidiary
|
|
(27,620
|
)
|
|
(5,855
|
)
|
8 PLANT AND EQUIPMENT
|
|
|
As of
January 1,
2023
|
|
Addition
|
|
Deconsolidation
|
|
As of
December 31,
2023
|
|
Addition
|
|
As of
June 30,
2024
|
|
As of
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Plant and equipment, at cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
10,317,196
|
|
4,704,560
|
|
(2,553,195
|
)
|
|
12,468,561
|
|
2,634,523
|
|
15,103,084
|
|
3,201,705
|
|
Computer & Handphone
|
|
116,057
|
|
—
|
|
(1,638
|
)
|
|
114,419
|
|
—
|
|
114,419
|
|
24,256
|
|
License
|
|
—
|
|
775,901
|
|
—
|
|
|
775,901
|
|
—
|
|
775,901
|
|
164,483
|
|
Renovation
|
|
1,047,590
|
|
43,892
|
|
(1,047,590
|
)
|
|
43,892
|
|
—
|
|
43,892
|
|
9,305
|
|
Total cost
|
|
11,480,843
|
|
5,524,353
|
|
(3,602,423
|
)
|
|
13,402,773
|
|
2,634,523
|
|
16,037,296
|
|
3,399,749
|
|
|
|
As of
January 1,
2023
|
|
Depreciation
for the year
|
|
(Deconsolidation)
|
|
As of
December 31,
2023
|
|
Depreciation
for the year
|
|
As of
June 30,
2024
|
|
As of
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
1,208,147
|
|
1,257,119
|
|
(234,523
|
)
|
|
2,230,743
|
|
724,838
|
|
2,955,581
|
|
626,554
|
|
Computer & Handphone
|
|
33,876
|
|
23,048
|
|
(601
|
)
|
|
56,323
|
|
11,442
|
|
67,765
|
|
14,366
|
|
License
|
|
—
|
|
64,836
|
|
—
|
|
|
64,836
|
|
38,795
|
|
103,631
|
|
21,969
|
|
Renovation
|
|
507,068
|
|
294,076
|
|
(797,351
|
)
|
|
3,793
|
|
5,488
|
|
9,281
|
|
1,967
|
|
Total accumulated depreciation
|
|
1,749,091
|
|
1,639,079
|
|
(1,032,475
|
)
|
|
2,355,695
|
|
780,563
|
|
3,136,258
|
|
664,856
|
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Carrying Amount
|
|
|
|
|
|
|
|
Equipment & Machine
|
|
10,237,818
|
|
12,147,503
|
|
2,575,151
|
|
Computer & Handphone
|
|
58,096
|
|
46,654
|
|
9,890
|
|
License
|
|
711,065
|
|
672,270
|
|
142,514
|
|
Renovation
|
|
40,099
|
|
34,611
|
|
7,338
|
|
Total carrying amount
|
|
11,047,078
|
|
12,901,038
|
|
2,734,893
|
F-51
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9 RIGHT OF USE ASSETS
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Right-Of-Use Assets, cost
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
419,676
|
|
|
307,323
|
|
65,150
|
|
Add: New lease recognized
|
|
322,505
|
|
|
—
|
|
—
|
|
Less: Termination
|
|
(143,956
|
)
|
|
—
|
|
—
|
|
Less: Deconsolidation of Sagfood (Malaysia) Sdn Bhd
|
|
(290,902
|
)
|
|
—
|
|
—
|
|
As at end of the year/period
|
|
307,323
|
|
|
307,323
|
|
65,150
|
| |
|
|
|
|
|
|
|
|
Right-Of-Use Assets, accumulated amortization
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
157,234
|
|
|
82,041
|
|
17,392
|
|
Amortization of the year
|
|
102,379
|
|
|
27,628
|
|
5,857
|
|
Less: Termination
|
|
(65,435
|
)
|
|
—
|
|
—
|
|
Less: Deconsolidation of Sagfood (Malaysia) Sdn Bhd
|
|
(112,137
|
)
|
|
—
|
|
—
|
|
As at end of the year/period
|
|
82,041
|
|
|
109,669
|
|
23,249
|
| |
|
|
|
|
|
|
|
|
Right-Of-Use Assets, carrying amount
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
262,442
|
|
|
225,282
|
|
47,758
|
|
As at end of the year/period
|
|
225,282
|
|
|
197,654
|
|
41,901
|
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Lease Liability
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
245,393
|
|
|
209,571
|
|
|
44,427
|
|
|
Add: New lease recognized
|
|
322,505
|
|
|
—
|
|
|
—
|
|
|
Add: Imputed interest
|
|
13,035
|
|
|
5,360
|
|
|
1,137
|
|
|
Less: Principal repayment
|
|
(104,784
|
)
|
|
(28,542
|
)
|
|
(6,051
|
)
|
|
Termination
|
|
(266,578
|
)
|
|
—
|
|
|
—
|
|
|
As at end of the year/period
|
|
209,571
|
|
|
186,389
|
|
|
39,513
|
|
| |
|
|
|
|
|
|
|
|
|
|
Lease liability current portion
|
|
46,994
|
|
|
48,998
|
|
|
10,387
|
|
|
Lease liability non-current portion
|
|
162,577
|
|
|
137,391
|
|
|
29,126
|
|
| |
|
209,571
|
|
|
186,389
|
|
|
39,513
|
|
|
Maturities of Lease
|
|
|
|
|
|
|
|
|
|
|
Year ending December 31, 2024
|
|
46,994
|
|
|
—
|
|
|
—
|
|
|
Year ending December 31, 2025
|
|
52,768
|
|
|
—
|
|
|
—
|
|
|
Year ending December 31, 2026
|
|
57,434
|
|
|
—
|
|
|
—
|
|
|
Year ending December 31, 2027
|
|
25,598
|
|
|
—
|
|
|
—
|
|
|
Year ending December 31, 2028
|
|
7,701
|
|
|
—
|
|
|
—
|
|
|
After December 31, 2028
|
|
19,076
|
|
|
—
|
|
|
—
|
|
| |
|
209,571
|
|
|
—
|
|
|
—
|
|
F-52
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9 RIGHT OF USE ASSETS (cont.)
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Maturities of Lease
|
|
|
|
|
|
|
|
Period ending June 30, 2025
|
|
—
|
|
48,998
|
|
10,387
|
|
Period ending June 30, 2026
|
|
—
|
|
55,915
|
|
11,854
|
|
Period ending June 30, 2027
|
|
—
|
|
51,017
|
|
10,815
|
|
Period ending June 30, 2028
|
|
—
|
|
7,476
|
|
1,585
|
|
Period ending June 30, 2029
|
|
—
|
|
7,932
|
|
1,681
|
|
After June 30, 2029
|
|
—
|
|
15,051
|
|
3,191
|
| |
|
—
|
|
186,389
|
|
39,513
|
10 TRADE RECEIVABLES
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade receivables, gross
|
|
|
|
|
|
|
|
Third parties
|
|
1,990,414
|
|
4,960,788
|
|
1,051,639
|
|
Trade receivables, net
|
|
1,990,414
|
|
4,960,788
|
|
1,051,639
|
Trade receivables are non-interest bearing, generally on 30 to 90 days credit term. They are recognized at their original invoice amounts which represent their fair values on initial recognition.
11 OTHER RECEIVABLES AND OTHER PAYABLES
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Prepayments, deposits & other receivables
|
|
|
|
|
|
|
|
Rental deposit
|
|
6,312
|
|
6,312
|
|
1,338
|
|
Utility deposit
|
|
5,700
|
|
5,700
|
|
1,208
|
|
Other deposits
|
|
1,820
|
|
1,820
|
|
386
|
|
Other receivables
|
|
4,500,000
|
|
701,265
|
|
148,661
|
|
Prepaid rental of server rooms
|
|
1,098,600
|
|
—
|
|
—
|
|
Deferred offering costs
|
|
463,642
|
|
463,642
|
|
98,288
|
| |
|
6,076,074
|
|
1,178,739
|
|
249,881
|
Other receivables consist of collaboration of Smart home project which was terminated in December 2023 and outstanding balances fully recovered in February 2024.
F-53
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11 OTHER RECEIVABLES AND OTHER PAYABLES (cont.)
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Accrued liabilities & other payables
|
|
|
|
|
|
|
|
Employee benefits payable
|
|
691,241
|
|
491,340
|
|
104,160
|
|
Utilities payable
|
|
—
|
|
8,063
|
|
1,709
|
|
Lease payable
|
|
1,600
|
|
8,757
|
|
1,856
|
| |
|
692,841
|
|
508,160
|
|
107,725
|
12 CASH AND SHORT-TERM DEPOSITS
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash
|
|
823,524
|
|
843,416
|
|
178,796
|
|
Pledged Deposits
|
|
1,136,256
|
|
1,163,836
|
|
246,722
|
|
Total
|
|
1,959,780
|
|
2,007,252
|
|
425,518
|
Pledged deposits are fixed deposit pledged to banks with maturity less than one year to secure overdraft facilities.
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise the following at the end of the financial year
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Cash and short-term deposits
|
|
1,959,780
|
|
|
2,007,252
|
|
|
425,518
|
|
|
Pledged Deposits
|
|
(1,136,256
|
)
|
|
(1,163,836
|
)
|
|
(246,722
|
)
|
|
Bank Overdraft
|
|
(1,064,530
|
)
|
|
(541,608
|
)
|
|
(114,816
|
)
|
|
Total
|
|
(241,006
|
)
|
|
301,808
|
|
|
63,980
|
|
F-54
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13 RELATED PARTIES DISCLOSURES
a. Related party transactions
|
|
|
For the six months ended
June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Sale of goods and/or services to related parties
|
|
574,248
|
|
—
|
|
—
|
|
Payments made on behalf by director
|
|
175,470
|
|
23,944
|
|
53,976
|
|
Employee benefit expenses charged from related parties
|
|
12,696
|
|
12,000
|
|
3,485
|
|
Selling and administrative expenses charged from related parties
|
|
24,877
|
|
8,495
|
|
5,421
|
Related parties comprise mainly shareholders or companies controlled by director or shareholders.
b. Remuneration of key management personnel
|
|
|
For the six months ended
June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Ng Chen Lok, Chairman, CEO & Director
|
|
|
|
|
|
|
|
– Director fee
|
|
357,770
|
|
393,000
|
|
83,312
|
|
Zuria Hajar Bt Mohd Adnan, CFO & Director
|
|
|
|
|
|
|
|
– Salary
|
|
36,000
|
|
46,044
|
|
9,761
|
|
– Employer Contribution to Defined Contribution Plan
|
|
4,320
|
|
5,040
|
|
1,068
|
|
– Employer Contribution to Insurance Scheme
|
|
579
|
|
579
|
|
123
|
|
Loong Xin Yee, COO
|
|
—
|
|
60,000
|
|
12,719
|
|
Tan Kim Chuan, CTO
|
|
—
|
|
60,000
|
|
12,719
|
14 PROVISIONS
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
As at beginning of the year/period
|
|
92,680
|
|
|
494,280
|
|
|
104,783
|
|
|
Utilisation of the year/period
|
|
(57,820
|
)
|
|
(125,550
|
)
|
|
(26,616
|
)
|
|
Increase in provision for warranty
|
|
459,420
|
|
|
110,410
|
|
|
23,406
|
|
|
As at end of the year/period
|
|
494,280
|
|
|
479,140
|
|
|
101,573
|
|
The Group provides a one-year warranty on all food kiosk ordering machines and power bank charging station sold, covering defects in materials and workmanship. The Group anticipates the utilization of provision within one year, any unutilized provision for warranty will be adjusted toward year end of each reporting period.
F-55
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
15 BANK BORROWINGS AND BANK OVERDRAFT
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Current
|
|
|
|
|
|
|
|
Bank overdraft
|
|
1,064,530
|
|
541,608
|
|
114,816
|
|
Bank borrowings
|
|
583,313
|
|
708,711
|
|
150,240
|
| |
|
1,647,843
|
|
1,250,319
|
|
265,056
|
|
Non-current
|
|
|
|
|
|
|
|
Bank borrowings
|
|
2,326,156
|
|
2,901,355
|
|
615,059
|
| |
|
3,973,999
|
|
4,151,674
|
|
880,115
|
Bank overdraft
The bank overdraft is secured by the Group’s fixed deposits. The weightage average effective interest rate is 6.71% (2023: 7.46%) per annum.
Bank borrowing
|
Maturities of Bank Borrowing
|
|
|
|
|
|
|
|
Year ending December 31, 2024
|
|
583,313
|
|
—
|
|
—
|
|
Year ending December 31, 2025
|
|
627,265
|
|
—
|
|
—
|
|
Year ending December 31, 2026
|
|
661,831
|
|
—
|
|
—
|
|
Year ending December 31, 2027
|
|
660,459
|
|
—
|
|
—
|
|
Year ending December 31, 2028
|
|
340,784
|
|
|
|
|
|
After December 31, 2028
|
|
35,817
|
|
—
|
|
—
|
| |
|
2,909,469
|
|
—
|
|
—
|
|
Maturities of Bank Borrowing
|
|
|
|
|
|
|
|
Year ending June 30, 2025
|
|
—
|
|
708,711
|
|
150,240
|
|
Year ending June 30, 2026
|
|
—
|
|
765,493
|
|
162,277
|
|
Year ending June 30, 2027
|
|
—
|
|
786,578
|
|
166,747
|
|
Year ending June 30, 2028
|
|
—
|
|
716,134
|
|
151,813
|
|
Year ending June 30, 2029
|
|
|
|
274,954
|
|
58,288
|
|
After June 30, 2029
|
|
—
|
|
358,196
|
|
75,934
|
| |
|
—
|
|
3,610,066
|
|
765,299
|
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Fair value of non-current borrowing
|
|
1,842,881
|
|
|
2,209,308
|
|
|
468,352
|
|
|
Undrawn borrowing facility
|
|
1,185,470
|
|
|
1,708,392
|
|
|
362,162
|
|
|
Weighted average interest rate
|
|
7.26
|
%
|
|
8.04
|
%
|
|
8.04
|
%
|
F-56
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
15 BANK BORROWINGS AND BANK OVERDRAFT (cont.)
All borrowings by the company are personally guaranteed by the director. In the event the company is unable to meet its loan obligations, the director will be held accountable and responsible for repaying the loans.
Reconciliation of liabilities arising from financing activities
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bank borrowing
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
540,087
|
|
|
2,909,469
|
|
|
616,779
|
|
|
Proceeds from borrowing
|
|
2,699,992
|
|
|
1,000,000
|
|
|
211,991
|
|
|
Scheduled repayment
|
|
(495,101
|
)
|
|
(420,743
|
)
|
|
(89,194
|
)
|
|
Non-cash changes
|
|
|
|
|
|
|
|
|
|
|
Finance cost
|
|
164,491
|
|
|
121,340
|
|
|
25,723
|
|
|
As at end of the year/period
|
|
2,909,469
|
|
|
3,610,066
|
|
|
765,299
|
|
| |
|
|
|
|
|
|
|
|
|
|
Lease liability
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
245,393
|
|
|
209,571
|
|
|
44,427
|
|
|
Scheduled repayment
|
|
(104,784
|
)
|
|
(28,542
|
)
|
|
(6,051
|
)
|
|
Non-cash changes
|
|
|
|
|
|
|
|
|
|
|
Addition during the year
|
|
322,505
|
|
|
—
|
|
|
—
|
|
|
Imputed interest
|
|
13,035
|
|
|
5,360
|
|
|
1,137
|
|
|
Termination
|
|
(266,578
|
)
|
|
—
|
|
|
—
|
|
|
As at end of the year/period
|
|
209,571
|
|
|
186,389
|
|
|
39,513
|
|
| |
|
|
|
|
|
|
|
|
|
|
Amount due from/(to) director
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
289,734
|
|
|
(137,181
|
)
|
|
(29,081
|
)
|
|
Repayment
|
|
(550,351
|
)
|
|
(137,181
|
)
|
|
(29,081
|
)
|
|
Non-Cash changes
|
|
|
|
|
|
|
|
|
|
|
Deferred consideration
|
|
390,390
|
|
|
—
|
|
|
—
|
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
(266,954
|
)
|
|
—
|
|
|
—
|
|
|
As at end of the year/period
|
|
(137,181
|
)
|
|
—
|
|
|
—
|
|
| |
|
|
|
|
|
|
|
|
|
|
Amount due from/(to) shareholders
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
95,766
|
|
|
(886
|
)
|
|
(188
|
)
|
|
(Repayment)/Proceeds
|
|
(30,852
|
)
|
|
816
|
|
|
173
|
|
|
Non-Cash changes
|
|
|
|
|
|
|
|
|
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
(65,800
|
)
|
|
—
|
|
|
—
|
|
|
As at end of the year/period
|
|
(886
|
)
|
|
(70
|
)
|
|
(15
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
Amount due from related parties
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
773,817
|
|
|
—
|
|
|
—
|
|
|
Repayment
|
|
(1,063,118
|
)
|
|
—
|
|
|
—
|
|
|
Non-Cash changes
|
|
|
|
|
|
|
|
|
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
289,301
|
|
|
—
|
|
|
—
|
|
|
As at end of the year/period
|
|
—
|
|
|
—
|
|
|
—
|
|
F-57
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
16 INCOME TAX
|
|
|
As of
|
| |
|
June 30,
2024
|
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Tax payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
553,111
|
|
|
553,111
|
|
|
1,632,210
|
|
|
346,012
|
|
|
Tax expenses
|
|
—
|
|
|
1,108,790
|
|
|
576,620
|
|
|
122,238
|
|
|
Tax payment
|
|
(152
|
)
|
|
(29,843
|
)
|
|
—
|
|
|
—
|
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
152
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
As at end of the year/period
|
|
553,111
|
|
|
1,632,210
|
|
|
2,208,830
|
|
|
468,250
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated tax depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
767,259
|
|
|
767,259
|
|
|
823,938
|
|
|
174,667
|
|
|
Tax expenses
|
|
14,008
|
|
|
257,999
|
|
|
(18,100
|
)
|
|
(3,837
|
)
|
|
Deconsolidation of Sagfood (Malaysia) Sdn Bhd*
|
|
(201,320
|
)
|
|
(201,320
|
)
|
|
—
|
|
|
—
|
|
|
As at end of the year/period
|
|
579,947
|
|
|
823,938
|
|
|
805,838
|
|
|
170,830
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Current year
|
|
—
|
|
|
1,108,790
|
|
|
576,620
|
|
|
122,238
|
|
|
– Origination of temporary differences
|
|
14,008
|
|
|
257,999
|
|
|
(18,100
|
)
|
|
(3,837
|
)
|
|
Total income tax expenses
|
|
14,008
|
|
|
1,366,789
|
|
|
558,520
|
|
|
118,401
|
|
A reconciliation between tax expense and the product of accounting profit multiplied by applicable corporate tax rate for the financial years ended December 31, 2022 and 2023 were as follows:
|
|
|
As of
|
| |
|
June 30,
2023
|
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Tax reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
(1,587,434
|
)
|
|
6,023,090
|
|
|
2,480,621
|
|
|
525,867
|
|
|
Tax calculated at tax rate of 24%
|
|
(380,984
|
)
|
|
1,445,542
|
|
|
481,994
|
|
|
102,178
|
|
|
Effects of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Lower domestic tax rate applicable to respective profits**
|
|
(45,000
|
)
|
|
(45,000
|
)
|
|
(45,000
|
)
|
|
(9,539
|
)
|
|
– Different tax rates in jurisdiction*
|
|
—
|
|
|
2,618
|
|
|
89,985
|
|
|
19,076
|
|
|
– Non-allowable expenditure
|
|
700,837
|
|
|
112,446
|
|
|
335,450
|
|
|
71,112
|
|
|
– Income not subject to tax
|
|
(2,772
|
)
|
|
(13,877
|
)
|
|
(30,132
|
)
|
|
(6,388
|
)
|
|
– Utilization of capital allowance
|
|
(258,073
|
)
|
|
(134,940
|
)
|
|
(273,777
|
)
|
|
(58,038
|
)
|
|
Tax expenses
|
|
14,008
|
|
|
1,366,789
|
|
|
558,520
|
|
|
118,401
|
|
F-58
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
16 INCOME TAX (cont.)
The Group has no unrecognised capital allowances at the balance sheet date (2023: RM403,916) which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised capital allowances in their respective countries of incorporation.
17 RESERVES
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bargain purchase accounted as merger reserve in equity from acquisition of CL Technologies (International) Sdn Bhd
|
|
2,263,143
|
|
2,263,143
|
|
479,764
|
|
Bargain purchase accounted as merger reserve in equity from acquisition of Sagtec Group Sdn Bhd
|
|
1,017,245
|
|
1,017,245
|
|
215,646
|
| |
|
3,280,388
|
|
3,280,388
|
|
695,410
|
18 DEFERRED REVENUE & REVENUES
|
|
|
For the six months ended
June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Revenue from services
|
|
5,347,674
|
|
14,100,682
|
|
2,989,206
|
|
Revenue from tangible products
|
|
—
|
|
5,554,760
|
|
1,177,555
|
|
Revenue from others
|
|
1,182,239
|
|
—
|
|
—
|
|
Revenue from non-related parties
|
|
6,529,913
|
|
19,655,442
|
|
4,166,761
|
|
Revenue from related parties – services
|
|
574,248
|
|
—
|
|
—
|
|
Revenue from related parties
|
|
574,248
|
|
—
|
|
—
|
|
Total revenue
|
|
7,104,161
|
|
19,655,442
|
|
4,166,761
|
| |
|
|
|
|
|
|
|
Revenue from services
|
|
|
|
|
|
|
|
Performance obligation satisfied over time
|
|
|
|
|
|
|
|
Subscription services
|
|
1,412,634
|
|
6,492,876
|
|
1,376,426
|
|
Software consultation and development services
|
|
976,963
|
|
3,228,802
|
|
684,475
|
|
Social media management services
|
|
1,509,844
|
|
1,876,013
|
|
397,696
|
|
Data management & analysis services
|
|
2,022,481
|
|
2,502,991
|
|
530,609
|
| |
|
5,921,922
|
|
14,100,682
|
|
2,989,206
|
F-59
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
18 DEFERRED REVENUE & REVENUES (cont.)
|
|
|
For the six months ended
June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Revenue from tangible products
|
|
|
|
|
|
|
|
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
Food ordering kiosk with screen
|
|
—
|
|
2,932,245
|
|
621,607
|
|
Power bank charging station
|
|
—
|
|
2,622,515
|
|
555,948
|
| |
|
—
|
|
5,554,760
|
|
1,177,555
|
| |
|
|
|
|
|
|
|
Revenue from others
|
|
|
|
|
|
|
|
Performance obligation satisfied at point in time
|
|
|
|
|
|
|
|
Food catering, restaurant and sale of foods
|
|
1,182,239
|
|
—
|
|
—
|
|
Total revenue
|
|
7,104,161
|
|
19,655,442
|
|
4,166,761
|
Transaction price allocated to remaining performance obligation
Management expects that the transaction price allocated to remaining unsatisfied (or partially unsatisfied) performance obligation as at June 30, 2023 and 2024 may be recognized as revenue in the next reporting periods as follows:
|
|
|
As of
|
| |
|
June 30,
2023
|
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Unsatisfied and partially unsatisfied performance obligation
|
|
2,026,363
|
|
2,691,244
|
|
764,580
|
|
162,083
|
Unsatisfied performance obligation solely consists of deferred revenue, money received for goods or services not yet delivered or performed.
19 COST OF SALES
|
|
|
For the six months ended
June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Purchases
|
|
1,352,319
|
|
8,993,049
|
|
1,906,438
|
|
Commissions
|
|
444,827
|
|
851,643
|
|
180,540
|
|
Marketing
|
|
1,051,804
|
|
1,095,540
|
|
232,243
|
|
Depreciation of plant and equipment
|
|
660,276
|
|
748,654
|
|
158,707
|
|
Server maintenance
|
|
1,252,833
|
|
3,259,962
|
|
691,080
|
|
Employee benefit expenses
|
|
2,113,037
|
|
1,218,289
|
|
258,265
|
|
Total
|
|
6,875,096
|
|
16,167,137
|
|
3,427,273
|
F-60
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
20 EXPENSES BY NATURE
|
|
|
For the six months ended June 30,
|
| |
|
2023
|
|
2024
|
|
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Employee benefit expenses
|
|
|
|
|
|
|
|
– Director emoluments
|
|
357,770
|
|
393,000
|
|
83,312
|
|
– Staff costs
|
|
2,373,821
|
|
1,297,231
|
|
275,000
|
|
– Employer Contribution to Defined Contribution Plan
|
|
164,090
|
|
141,045
|
|
29,901
|
|
– Employer Contribution to Insurance Scheme
|
|
13,730
|
|
7,679
|
|
1,628
|
|
Depreciation of plant and equipment
|
|
980,443
|
|
780,563
|
|
165,471
|
|
Amortization of ROU
|
|
74,750
|
|
27,628
|
|
5,857
|
21 FAIR VALUE OF ASSETS & LIABILITIES
Asset and liabilities not measured at fair value
Cash and bank balance, other receivables and payables carrying amounts of these balances approximate their fair values due to the short-term nature of these balances.
Trade receivables and trade payables carrying amounts (including trade balances due from/to related parties) approximate their fair values as they are subject to normal trade credit terms.
Bank borrowings carrying amounts approximate their fair values as they are subject to interest rates close to market rate of interests for similar arrangements with financial institutions.
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company activities expose it to various risks, including market risk (comprising currency risk and interest rate risk), credit risk, and liquidity risk. The Company overall risk management strategy aims to minimize any adverse effects from the unpredictability of financial markets on its financial performance.
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Financial assets at amortized cost
|
|
|
|
|
|
|
|
Cash
|
|
823,524
|
|
843,416
|
|
178,796
|
|
Trade receivables
|
|
1,990,414
|
|
4,960,788
|
|
1,051,639
|
|
Other receivables
|
|
4,513,832
|
|
715,097
|
|
151,593
|
|
Fixed deposits
|
|
1,136,256
|
|
1,163,836
|
|
246,722
|
| |
|
|
|
|
|
|
|
Financial liabilities at amortized cost
|
|
|
|
|
|
|
|
Trade payables
|
|
423,787
|
|
—
|
|
—
|
|
Other payables & accrued liabilities
|
|
692,841
|
|
508,160
|
|
107,725
|
|
Bank and other borrowings
|
|
3,973,999
|
|
4,151,674
|
|
880,115
|
|
Lease liabilities
|
|
209,571
|
|
186,389
|
|
39,513
|
|
Amount due to shareholders
|
|
886
|
|
70
|
|
15
|
|
Amount due to director
|
|
137,181
|
|
—
|
|
—
|
F-61
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)
Foreign Currency Risk
The Group expose to foreign currency risk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group, with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoing basis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreign currency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
Interest Rate Risk
The Group exposed to interest rate risk arise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 14 of the financial statements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposure to interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increase or decrease to report interest rate risk internally to key management personnel, as this represents management’s assessment of a reasonably possible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, our profit would decrease or increase by approximately RM8,036 for the six months period ended June 30, 2024, and RM10,430 for the year ended December 31, 2023.
Liquidity Risk
Liquidity risk arises mainly due to general funding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, which includes both principal and interest. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Bank borrowings
|
|
|
|
|
|
|
|
Repayment within:
|
|
|
|
|
|
|
|
Less than 1 year
|
|
773,744
|
|
976,072
|
|
206,922
|
|
Between 1 and 2 years
|
|
773,744
|
|
976,072
|
|
206,922
|
|
Between 2 and 5 years
|
|
1,823,933
|
|
2,062,796
|
|
437,302
|
|
Over 5 years
|
|
38,102
|
|
394,603
|
|
83,654
|
| |
|
|
|
|
|
|
|
Bank overdraft
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
1,064,530
|
|
541,608
|
|
114,816
|
| |
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
|
|
|
|
Repayment within:
|
|
|
|
|
|
|
|
Less than 1 year
|
|
57,084
|
|
57,804
|
|
12,254
|
|
Between 1 and 2 years
|
|
60,204
|
|
61,884
|
|
13,119
|
|
Between 2 and 5 years
|
|
98,532
|
|
72,132
|
|
15,292
|
|
Over 5 years
|
|
20,426
|
|
15,884
|
|
3,367
|
F-62
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade payable
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
423,787
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
Other payable
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
692,841
|
|
508,160
|
|
107,725
|
| |
|
|
|
|
|
|
|
Amount due to director
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
137,181
|
|
—
|
|
—
|
| |
|
|
|
|
|
|
|
Amount due to shareholder
|
|
|
|
|
|
|
|
Repayment within less than 1 year
|
|
886
|
|
70
|
|
15
|
Credit Risk
Credit risk primarily arises from the possibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conducting thorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent payment terms such as upfront payments and short billing cycles.
Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost.
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Trade receivable
|
|
|
|
|
|
|
|
Collection within less than 1 year
|
|
1,990,414
|
|
4,960,788
|
|
1,051,639
|
| |
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
Collection within less than 1 year
|
|
4,513,832
|
|
715,097
|
|
151,593
|
| |
|
|
|
|
|
|
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Lifetime expected credit loss
|
|
|
|
|
|
|
|
|
As at beginning of the year/period
|
|
90,205
|
|
|
—
|
|
—
|
|
Decrease in expected credit loss
|
|
(90,205
|
)
|
|
—
|
|
—
|
|
As at end of the year/period
|
|
—
|
|
|
—
|
|
—
|
F-63
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
22 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)
For the year ended December 31, 2023, the company made a deliberate decision to abstain from setting aside any provision for doubtful debt, given the fact that by March 21, 2024, the company had successfully received complete settlement of all outstanding amounts owed by trade receivables. For the period ended June 30, 2024, the company made a deliberate decision to abstain from setting aside any provision for doubtful debt, given the fact that by July 31, 2024, the company had successfully received complete settlement of all outstanding amounts owed by trade receivables.
Capital Risk Management
The Group manages its capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as lease liability, borrowings and bank overdraft plus amount due to shareholder and director, trade and other payables less cash and bank balances. Total capital is calculated as total equity plus net debts. Capital includes equity attributable to the owners of the parent and non-controlling interest.
|
|
|
As of
|
| |
|
December 31,
2023
|
|
June 30,
2024
|
|
June 30,
2024
|
| |
|
RM
|
|
RM
|
|
Convenience
Translation
USD
|
|
Net debt
|
|
3,478,485
|
|
|
2,839,041
|
|
|
601,850
|
|
|
Total equity
|
|
10,218,691
|
|
|
12,140,790
|
|
|
2,573,728
|
|
|
Total capital
|
|
13,697,176
|
|
|
14,979,831
|
|
|
3,175,578
|
|
| |
|
|
|
|
|
|
|
|
|
|
Gearing ratio
|
|
25.40
|
%
|
|
18.95
|
%
|
|
18.95
|
%
|
23 CONCENTRATIONS OF RISK
Customer Concentration
For the period ended June 30, 2023, the Company generated total revenue of RM7,104,161, of which three customers accounted for more than 52% of the Company’s total revenue.
For the period ended June 30, 2024, the Company generated total revenue of RM19,655,442, of which three customers accounted for more than 53% of the Company’s total revenue.
|
|
|
For the six months ended June 30,
|
| |
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
| |
|
Revenues
|
|
Percentage of revenues
|
|
Trade receivables
|
| |
|
RM
|
|
RM
|
|
%
|
|
%
|
|
RM
|
|
RM
|
|
Customer A
|
|
6,486,237
|
|
692,955
|
|
33.00
|
|
9.75
|
|
1,246,548
|
|
—
|
|
Customer B
|
|
2,412,767
|
|
1,814,220
|
|
12.28
|
|
25.54
|
|
467,595
|
|
—
|
|
Customer C
|
|
1,687,367
|
|
—
|
|
8.58
|
|
—
|
|
500,000
|
|
—
|
|
Customer D
|
|
—
|
|
1,248,711
|
|
—
|
|
17.58
|
|
—
|
|
—
|
|
Total
|
|
10,586,371
|
|
3,755,886
|
|
53.86
|
|
52.87
|
|
2,214,143
|
|
—
|
F-64
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
23 CONCENTRATIONS OF RISK (cont.)
Vendor Concentration
For the period ended June 30, 2023, the Company incurred cost of sale of RM4,762,059, of which two vendor accounted for more than 43% of the Company’s total cost of sale.
For the period ended June 30, 2024, the Company incurred cost of sale of RM14,948,848, of which two vendors accounted for more than 67% of the Company’s total cost of sale.
|
|
|
For the six months ended June 30,
|
| |
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
| |
|
Cost of sale
|
|
Percentage of cost of sales
|
|
Accounts payable, trade
|
| |
|
RM
|
|
RM
|
|
%
|
|
%
|
|
RM
|
|
RM
|
|
Vendor A
|
|
7,274,889
|
|
—
|
|
48.67
|
|
—
|
|
—
|
|
—
|
|
Vendor B
|
|
2,793,236
|
|
1,371,793
|
|
18.69
|
|
28.81
|
|
—
|
|
213,401
|
|
Vendor C
|
|
—
|
|
721,000
|
|
—
|
|
15.14
|
|
—
|
|
—
|
|
Total
|
|
10,068,125
|
|
2,092,793
|
|
67.36
|
|
43.95
|
|
—
|
|
213,401
|
24 OPERATING SEGMENTS
Directors determine the basis of operating segments by analyzing the Group’s various revenue streams. They consider the nature of these revenues, the markets served, and the internal reporting structure. By segmenting the Group into distinct operating units, each with unique financial metrics and strategic goals, directors gain clearer insights into performance. This segmentation informs business decisions and resource allocation, allowing directors to target investments, manage costs, and optimize operations effectively for each segment.
The Group’s operations are located in Malaysia. All of the Group’s revenue from external customers based on the location of the Group’s operations is from Malaysia. The geographical locations of the Group’s non-current assets are mostly situated in Malaysia based on physical location of assets.
|
|
|
For the six months ended June 30, 2023
|
| |
|
SAAS
Business
|
|
Software
Customization
|
|
Data
Analysis &
Hosting
Services
|
|
Outright
Purchase
|
|
Others
|
|
Total
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Revenue
|
|
1,412,634
|
|
|
976,963
|
|
|
3,532,325
|
|
|
—
|
|
|
1,182,239
|
|
|
7,104,161
|
|
|
Cost of Sales
|
|
(675,622
|
)
|
|
(1,092,831
|
)
|
|
(4,704,762
|
)
|
|
(360
|
)
|
|
(401,521
|
)
|
|
(6,875,096
|
)
|
|
Gross Profit
|
|
737,012
|
|
|
(115,868
|
)
|
|
(1,172,437
|
)
|
|
(360
|
)
|
|
780,718
|
|
|
229,065
|
|
|
Selling & Administrative Expenses
|
|
(439,211
|
)
|
|
(439,211
|
)
|
|
(439,211
|
)
|
|
(439,210
|
)
|
|
—
|
|
|
(1,756,843
|
)
|
|
Disposal Gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662,701
|
|
|
662,701
|
|
|
Income from operations
|
|
297,801
|
|
|
(555,079
|
)
|
|
(1,611,648
|
)
|
|
(439,570
|
)
|
|
1,443,419
|
|
|
(865,077
|
)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment depreciation
|
|
983,447
|
|
|
245,862
|
|
|
327,816
|
|
|
—
|
|
|
81,954
|
|
|
1,639,079
|
|
|
Segment amortization
|
|
61,427
|
|
|
15,357
|
|
|
20,476
|
|
|
—
|
|
|
5,119
|
|
|
102,379
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets
|
|
12,779,177
|
|
|
3,194,794
|
|
|
4,259,726
|
|
|
—
|
|
|
1,064,931
|
|
|
21,298,628
|
|
|
Segment Liabilities
|
|
6,647,951
|
|
|
1,661,988
|
|
|
2,215,984
|
|
|
—
|
|
|
553,996
|
|
|
11,079,919
|
|
F-65
Table of Contents
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
24 OPERATING SEGMENTS (cont.)
|
|
|
For the six months ended June 30, 2024
|
| |
|
SAAS
Business
|
|
Software
Customization
|
|
Data
Analysis &
Hosting
Services
|
|
Outright
Purchase
|
|
Others
|
|
Total
|
| |
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
RM
|
|
Revenue
|
|
6,492,877
|
|
|
3,228,802
|
|
|
4,379,003
|
|
|
5,554,760
|
|
|
—
|
|
|
19,655,442
|
|
|
Cost of Sales
|
|
(4,634,251
|
)
|
|
(3,526,415
|
)
|
|
(4,333,085
|
)
|
|
(3,508,664
|
)
|
|
(164,722
|
)
|
|
(16,167,137
|
)
|
|
Gross Profit
|
|
1,858,626
|
|
|
(297,613
|
)
|
|
45,918
|
|
|
2,046,096
|
|
|
(164,722
|
)
|
|
3,488,305
|
|
|
Selling & Administrative Expenses
|
|
(261,847
|
)
|
|
(261,847
|
)
|
|
(261,848
|
)
|
|
(261,848
|
)
|
|
—
|
|
|
(1,047,390
|
)
|
|
Income from operations
|
|
1,596,779
|
|
|
(559,460
|
)
|
|
(215,930
|
)
|
|
1,784,248
|
|
|
(164,722
|
)
|
|
2,440,915
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment depreciation
|
|
468,338
|
|
|
78,056
|
|
|
156,113
|
|
|
39,028
|
|
|
39,028
|
|
|
780,563
|
|
|
Segment amortization
|
|
16,577
|
|
|
2,763
|
|
|
5,526
|
|
|
1,381
|
|
|
1,381
|
|
|
27,628
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Assets
|
|
12,747,282
|
|
|
2,124,547
|
|
|
4,249,094
|
|
|
1,062,274
|
|
|
1,062,274
|
|
|
21,245,471
|
|
|
Segment Liabilities
|
|
5,462,766
|
|
|
910,462
|
|
|
1,820,922
|
|
|
455,231
|
|
|
455,230
|
|
|
9,104,611
|
|
25 SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were available to be issued. Based on this evaluation, there are no subsequent events that require disclosure or adjustment to the financial statements as of the reporting date.
F-66
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
British Virgin Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and Directors, except to the extent any such provision may be held by the British Virgin Island courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The underwriting agreement, the form of which is filed as Exhibit 1.1 to this registration statement, provides for indemnification by the underwriter of us and our officers and Directors for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriter furnished to us in writing expressly for use in this registration statement and certain other disclosure documents.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities
Founding Transactions
The Company was incorporated in the British Virgin Islands with limited liability on October 31, 2023. On October 31, 2023, the Company issued 10,800,000 Ordinary Shares, 8,420,000 ordinary Shares, 980,000 Ordinary Shares, 400,000 Ordinary Shares, 30,000 Ordinary Shares, 170,000 Ordinary Shares and 800,000 Ordinary Shares to Ng Chen Lok, Yong Avon, Loong Kam Seng, Lee Jiunn Yih, Zuria Hajar binti Mohd Adnan, and V Capital Consulting Limited as founders shares.
Item 8. Exhibits and Financial Statement Schedules Exhibits
See Exhibit Index beginning on page II-4 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
(b) Financial Statement Schedules
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
II-1
Table of Contents
Item 9. Undertakings
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
The undersigned registrant hereby undertakes:
1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
5) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the Registrant pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;
II-2
Table of Contents
6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
(i) The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the placement method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424.
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a Director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
8) That, for purposes of determining any liability under the Securities Act of 1933, (i) the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (ii) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3
Table of Contents
II-4
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Malaysia, on December 26, 2024.
|
|
|
SAGTEC GLOBAL LIMITED
|
| |
|
By:
|
|
/s/ Ng Chen Lok
|
| |
|
Name:
|
|
Ng Chen Lok
|
| |
|
Title:
|
|
Chairman, Executive Director and
Chief Executive Officer
(Principal Executive Officer)
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ng Chen Lok and Zuria Hajar Bt Mohd Adnan, each acting singly as an attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Date: December 26, 2024
|
|
/s/ Ng Chen Lok
|
| |
|
Ng Chen Lok, Chairman, Executive Director and Chief Executive Officer (principal executive officer)
|
|
Date: December 26, 2024
|
|
/s/ Zuria Hajar Bt Mohd Adnan
|
| |
|
Zuria Hajar Bt Mohd Adnan, Chief Financial Officer (principal financial officer and principal accounting officer)
|
II-5
Table of Contents
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in New York, New York, United States of America on December 26, 2024.
|
|
|
COGENCY GLOBAL INC.
|
| |
|
By:
|
|
/s/ Colleen A. De Vries
|
| |
|
Name:
|
|
Colleen A. De Vries
|
| |
|
Title:
|
|
Senior Vice-President on behalf of Cogency Global Inc.
|
II-6
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made and
entered into on June 27, 2024 by and between Ng Chen Lok (the “Executive”) and SAGTEC GLOBAL LIMITED, a British Virgin
Islands company (the “Company”).
WHEREAS, the Executive
has been the Chief Executive Officer of the Company since June 27, 2024 (the “Effective Date”).
WHEREAS, the Company
and the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with
the Company starting on the date hereof.
NOW, THEREFORE,
in consideration of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Article I. Employment;
Responsibilities; Compensation
Section 1.01 Employment. Subject
to ARTICLE 3, the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, in accordance
with this Agreement, for the period commencing as of the Effective Date and ending on (*) (“Initial Term”). the Initial
Term shall automatically be extended one additional year unless either party gives written notice to the other party 60 days prior to
expiration of the Initial Term that it or she, as applicable, does not wish to extend this Agreement. Executive’s continued employment
after the expiration of the Initial Term shall be in accordance with and governed by this Agreement, unless modified by the parties to
this Agreementin writing. For purposes of this Agreement the Initial Term and any extended term shall be referred to asthe “TERM”.
Section 1.02 Responsibilities;
Loyalty
(a) Subject
to the terms of this Agreement, Executive is employed in the position of ([position]) of the Company, and shall perform the functions
and responsibilities of that position. Additional or different duties may be assigned by the Company from time to time. Executive’s
position, job descriptions, duties and responsibilities maybe modified from time to time in the sole discretion of the Company.
(b) Executive
shall devote the whole of Executive’s professional time, attention and energies to the performance of Executive’s work. Executive
agrees to comply with all policies of the Company, if any, in effect from time to time, and to comply with all laws, rules and regulations,
including those applicable to the Company.
Section 1.03 Compensation.
The Company will pay Employee an annual base salary at a rate of US$60,000 per annum and performance bonus (the “Base Salary”),
payable in accordance with the Company’s regular payroll policy for salaried employees. If the Employment Period is terminated “For
Cause” pursuant to Article III hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year
will be prorated and paid through the date of termination based on the number of days elapsed in such year during which services were
actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the
date of termination. Notwithstanding anythingherein to the contrary, the Company shall not be obligated to pay Employee the Base Salary
during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-termor long-term disability
benefits under any policy or program maintained by the Company, (b) on family or medical leave, or (c) is unable to perform Employee’s
essential job duties by reason of a physical or Family mental incapacity or disability with or without a reasonable accommodation. The
Compensationshall also be subject to the approval of Company’s Board of Directors and/or Compensation Committees.
Section 1.04 Business Expenses.
The Company shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing
his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation
as the Company may reasonably require.
Section 1.05 Clawback. Any
compensation paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such compensation,
if (a) such recovery and repayment is required by applicable law or (b) either in the year such compensation is paid, or within the three
(3) year period thereafter the Company is required to prepare an accounting restatement due to material noncompliance of the Company with
any financial reporting requirement under applicable securities laws and the Executive is either (i) a named executive officer or (ii)
an employee who is responsible for preparation of the Company’s financial statements. The parties agree that the repayment obligations
set forth in this Section 1.05 shall only apply to the extent repayment is required by applicable law, or to the extent the Executive’s
compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement
or correction of any inaccurate financial statements or materially inaccurate performance metric criteria.
Article
II. Confidential Information; Post-Employment Obligations; Company Property
Section 2.01 Company Property.
As used in this Article II, the term the “Company” refers to the Company and each of its direct and indirect subsidiaries.
All written materials, records, data and other documents relating to Company business, products or services prepared or possessed by Executive
during Executive’s employment by the Company are the Company’s property. All information, ideas, concepts, improvements, discoveries
and inventions that are conceived, made, developed or acquired by Executive individually or in conjunction with others during Executive’s
employment (whether during business hours and whether on Company’s premises or otherwise) that relate to Company business, products
or services are the Company’s sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other documents, data or materials of any type embodying such information, ideas,
concepts, improvements, discoveries and inventions are Company property. At the termination of Executive’s employment with the Company
for any reason, Executive shall return all of the Company’s documents, data or other Company property to the Company.
Section 2.02 Confidential Information;
Non-Disclosure.
(a) Executive
acknowledges that the business of the Company is highly competitive and that the Company will provide Executive with access to Confidential
Information. Executive acknowledges that this Confidential Information constitutes a valuable, special and unique asset used by the Company
in its business to obtain a competitive advantage over competitors. Executive further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.
Executive agrees that Executive will not, at any time during or after Executive’s employment with the Company, make any unauthorized
disclosure of any Confidential Information of the Company, or make any use thereof, except in the carrying out of Executive’s employment
responsibilities to the Company. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information
to the same extent, and on the same basis, as the Company’s Confidential Information.
(b) For
purposes hereof, “Confidential Information” includes all non-public information regarding the Company’s business operations
and methods, existing and proposed investments and investment strategies, seismic, well-log and other geologic and oil and gas operating
and exploratory data, financial performance, compensation arrangements and amounts (whether relating to the Company or to any of its employees),
contractual relationships, business partners and relationships (including customers and suppliers), strategies, business plans and other
confidential information that is used in the operation, technology and business dealings of the Company, regardless of the medium in which
any of the foregoing information is contained, so long as such information is actually confidential and proprietary to the Company.
Section 2.03 Non-Competition
Obligations.
(a) Executive acknowledges
and agrees that as an employee and representative of the Company, Executive will be responsible for building and maintaining business
relationships and goodwill with current and future operating partners, investors, partners and prospects on a personal level. Executive
acknowledges and agrees that this responsibility creates a special relationship of trust and confidence between the Company, Executive
and these persons or entities. Executive also acknowledges that this creates a high risk and opportunity for Executive to misappropriate
these relationships and the goodwill existing between the Company and such persons. Executive acknowledges and agrees that it is fair
and reasonable for the Company to take steps to protect itself from the risk of such misappropriation.
(b) Executive
acknowledges and agrees that, in exchange for his agreement in SECTION 2.03(c) below, he will receive substantial, valuable consideration
from the Company upon the execution of this Agreement and during the course of this Agreement, including, (i) Confidential Information
and access to Confidential Information, (ii)compensation and other benefits and (c) access to the Company’s prospects.
(c) During
the Non-Compete Term and provided that the Company has made all severance payments provided for herein (to the extent applicable), Executive
will not, directly or indirectly, provide the same or substantially the same services that he provides to the Company to any Business
Enterprise in the Market Area (as defined below) without prior written consent, which will not be unreasonably withheld. This includes
working as an agent, consultant, employee, officer, director, partner or independent contractor or being a shareholder, member, joint
venturer or equity owner in, any such Business Enterprise; PROVIDED, HOWEVER, that the foregoing shall not restrict Executive from holding
up to 5% of the voting power or equity of one or more Business Enterprises.
(d) For purposes of hereof:
(i) “BUSINESS
ENTERPRISE” means any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business
association or entity (other than the Company) engaged in the business of publishing national and regional publications and development
of technology that serves the needs of online and print publishers and their advertisers in the Market Area;
(ii) “MARKET
AREA” means: (1) New York County, New York, and (3) any geographic area in which the Company is conducting any material amount of
development of technology during the Term, and for which he has material responsibilities or about which he has material Confidential
Information; and
(iii) “NON-COMPETE TERM” means in the case of termination for any reason, the period from the Effective Date to the date ending 2 years following the date of termination.
Section 2.04 Non-Solicitation of
Executives. During the Non-Compete Term, Executive will not, either directly or indirectly, call on, solicit or induce any other executive
or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or association with in the course of employment
with the Company to terminate his employment, and will not assist any other person or entity in such a solicitation; PROVIDED, HOWEVER,
that with respect to soliciting any executive or officer whose employment was terminated by the Company or its affiliates, or general
solicitations for employment not targeted at current officers or employees of the Company or its affiliates, the foregoing restriction
shall not apply.
Article III. Termination of Employment
Section 3.01 Termination of Employment.
(a) Executive’s
employment with the Company shall be terminated (i) immediately upon the death of Executive without further action by the Company, (ii)
upon Executive’s Permanent Disability without further action by the Company, (iii) by the Company for Cause, (iv) by Executive without
Good Reason, (v) by the Company without Cause or by Executive for Good Reason, including by the Company without Cause or by Executive
for Good Reason within 12 months following a Change of Control, provided that, in the case of clause (v), the terminating party
must give at least 30 days’ advance written notice of such termination. For purposes of this ARTICLE III, “date of termination”
means the date of Executive’s death, the date of Executive’s Permanent Disability, or the date of Executive’s separation
from service with the Company, as applicable.
(b) For purposes hereof:
(i) “CAUSE”
shall include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than
a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days
after receipt of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that
is materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment
of Executive with a crime involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud,
misappropriation or personal dishonesty; or (E) a material breach by Executive of any provision of this Agreement that is materially
injurious to the Company and that remains uncorrected for 10 days following written notice of such breach by the Company to
Executive identifying the provision of this Agreement that Company determined has been breached. For purposes of (C) and (D), if the
criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will
be deemed to have been terminated without Cause.
(ii) “CHANGE
OF CONTROL” means the occurrence of any one or more of the following events that occurs after the Effective Date:
1) Any
“person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE
ACT”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change
of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation
and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction,
shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled
in the election of directors; or
2) The
consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such
stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of
directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution
of the Company.
(iii) “GOOD
REASON” shall mean one or more of the following conditions arising not more than six months before Executive’s
termination date without Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B)
assignment by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the
nature or status of Executive’s position, job descriptions, duties, title or responsibilities from those of a President and
Chief Executive Officer, or eligibility for Company compensation plans; (C) requirement by the Company for Executive to relocate to
a primary place of business which is more than [50] miles away from the Executive’s primary place of business as of the
Effective Date of this Agreement; or (D) a material reduction in Executive’s Base Salary in effect at the relevant time.
Notwithstanding anything herein to the contrary, Good Reason will exist only if Executive provides notice to the Company of the
existence of the condition otherwise constituting Good Reason within 90 days of the initial existence of the condition, and the
Company fails to remedy the condition on or before the 30th day following its receipt of such notice.
(iv) “PERMANENT
DISABILITY” shall mean Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
12 months. Executive will be deemed permanently disabled if determined to be totally disabled by the Social Security Administration or
if determined to be disabled in accordance with a disability insurance program that applies a definition of disability that complies with
the requirements of this paragraph.
(c) If
Executive’s employment is terminated under any of the foregoing circumstances, all future compensation to which Executive is otherwise
entitled and all future benefits for which Executive is eligible, other than those already earned but which is unpaid, shall cease and
terminate as of the date of termination, except as specifically provided in this ARTICLE III.
Article IV. Miscellaneous
Section 4.01 Notices. All notices
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic mail, or
facsimile transmission.
Section 4.02 Severability and
Reformation. If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable.
Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as
to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent
necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
Section 4.03 Assignment. This
Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns
and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject
to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the
Company may assign this Agreement to any successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume
the obligations of the Company hereunder.
Section 4.04 Amendment. This
Agreement may be amended only by writing signed by Executive and by the Company.
Section 4.05 GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
RULES RELATING TO CONFLICTS OF LAW.
Section 4.06 Jurisdiction. Each
of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in
NEW YORK in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives
any objection to venue in NEW YORK. In addition, each of the parties hereto hereby waives trial by juryin connection with any claim or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 4.07 Entire Agreement.
This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes
in all respects any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and
Executive with respect to such subject matter, including the Employment Agreement.
Section 4.08 Counterparts; No Electronic
Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. For purposes of
determining whether a partyhas signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
signature on a paper document or a facsimile transmission of a handwritten original signature will constitute a signature, notwithstanding
any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.
Section 4.09 Construction. The
headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting
this Agreement. The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not
strictly for or against the Company or Executive. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.”
[signature page follows]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above:
| |
SAGTEC GLOBAL LIMITED |
| |
|
| |
By: |
/s/ Ng Chen Lok |
| |
|
Ng Chen Lok
Chief Executive Officer |
| AGREED
AND ACCEPTED: |
|
| |
|
| /s/
Ng Chen Lok |
|
| Ng Chen Lok |
|
6
Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment
Agreement (the “Agreement”) is made and entered into on June 27, 2024 by and between Tan Kim Chuan (the “Executive”)
and SAGTEC GLOBAL LIMITED, a British Virgin Islands company (the “Company”).
WHEREAS, the Executive
has been the Chief Technology Officer of the Company since June 27, 2024 (the “Effective Date”).
WHEREAS, the Company
and the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with
the Company starting on the date hereof.
NOW, THEREFORE,
in consideration of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Article I. Employment;
Responsibilities; Compensation
Section 1.01 Employment. Subject
to ARTICLE 3, the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, in accordance
with this Agreement, for the period commencing as of the Effective Date and ending on (*) (“Initial Term”). the Initial
Term shall automatically be extended one additional year unless either party gives written notice to the other party 60 days prior to
expiration of the Initial Term that it or she, as applicable, does not wish to extend this Agreement. Executive’s continued employment
after the expiration of the Initial Term shall be in accordance with and governed by this Agreement, unless modified by the parties to
this Agreementin writing. For purposes of this Agreement the Initial Term and any extended term shall be referred to asthe “TERM”.
Section 1.02 Responsibilities;
Loyalty
(a) Subject
to the terms of this Agreement, Executive is employed in the position of ([position]) of the Company, and shall perform the functions
and responsibilities of that position. Additional or different duties may be assigned by the Company from time to time. Executive’s
position, job descriptions, duties and responsibilities maybe modified from time to time in the sole discretion of the Company.
(b) Executive
shall devote the whole of Executive’s professional time, attention and energies to the performance of Executive’s work. Executive
agrees to comply with all policies of the Company, if any, in effect from time to time, and to comply with all laws, rules and regulations,
including those applicable to the Company.
Section 1.03 Compensation.
The Company will pay Employee an annual base salary at a rate of US$24,000 per annum and performance bonus (the “Base Salary”),
payable in accordance with the Company’s regular payroll policy for salaried employees. If the Employment Period is terminated “For
Cause” pursuant to Article III hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year
will be prorated and paid through the date of termination based on the number of days elapsed in such year during which services were
actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the
date of termination. Notwithstanding anythingherein to the contrary, the Company shall not be obligated to pay Employee the Base Salary
during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-termor long-term disability
benefits under any policy or program maintained by the Company, (b) on family or medical leave, or (c) is unable to perform Employee’s
essential job duties by reason of a physical or Family mental incapacity or disability with or without a reasonable accommodation. The
Compensationshall also be subject to the approval of Company’s Board of Directors and/or Compensation Committees.
Section 1.04 Business Expenses.
The Company shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing
his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation
as the Company may reasonably require.
Section 1.05 Clawback. Any
compensation paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such compensation,
if (a) such recovery and repayment is required by applicable law or (b) either in the year such compensation is paid, or within the three
(3) year period thereafter the Company is required to prepare an accounting restatement due to material noncompliance of the Company with
any financial reporting requirement under applicable securities laws and the Executive is either (i) a named executive officer or (ii)
an employee who is responsible for preparation of the Company’s financial statements. The parties agree that the repayment obligations
set forth in this Section 1.05 shall only apply to the extent repayment is required by applicable law, or to the extent the Executive’s
compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement
or correction of any inaccurate financial statements or materially inaccurate performance metric criteria.
Article
II. Confidential Information; Post-Employment Obligations; Company Property
Section 2.01 Company Property.
As used in this Article II, the term the “Company” refers to the Company and each of its direct and indirect subsidiaries.
All written materials, records, data and other documents relating to Company business, products or services prepared or possessed by Executive
during Executive’s employment by the Company are the Company’s property. All information, ideas, concepts, improvements, discoveries
and inventions that are conceived, made, developed or acquired by Executive individually or in conjunction with others during Executive’s
employment (whether during business hours and whether on Company’s premises or otherwise) that relate to Company business, products
or services are the Company’s sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other documents, data or materials of any type embodying such information, ideas,
concepts, improvements, discoveries and inventions are Company property. At the termination of Executive’s employment with the Company
for any reason, Executive shall return all of the Company’s documents, data or other Company property to the Company.
Section 2.02 Confidential Information;
Non-Disclosure.
(a) Executive
acknowledges that the business of the Company is highly competitive and that the Company will provide Executive with access to Confidential
Information. Executive acknowledges that this Confidential Information constitutes a valuable, special and unique asset used by the Company
in its business to obtain a competitive advantage over competitors. Executive further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.
Executive agrees that Executive will not, at any time during or after Executive’s employment with the Company, make any unauthorized
disclosure of any Confidential Information of the Company, or make any use thereof, except in the carrying out of Executive’s employment
responsibilities to the Company. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information
to the same extent, and on the same basis, as the Company’s Confidential Information.
(b) For
purposes hereof, “Confidential Information” includes all non-public information regarding the Company’s business operations
and methods, existing and proposed investments and investment strategies, seismic, well-log and other geologic and oil and gas operating
and exploratory data, financial performance, compensation arrangements and amounts (whether relating to the Company or to any of its employees),
contractual relationships, business partners and relationships (including customers and suppliers), strategies, business plans and other
confidential information that is used in the operation, technology and business dealings of the Company, regardless of the medium in which
any of the foregoing information is contained, so long as such information is actually confidential and proprietary to the Company.
Section 2.03 Non-Competition
Obligations.
(a) Executive acknowledges
and agrees that as an employee and representative of the Company, Executive will be responsible for building and maintaining business
relationships and goodwill with current and future operating partners, investors, partners and prospects on a personal level. Executive
acknowledges and agrees that this responsibility creates a special relationship of trust and confidence between the Company, Executive
and these persons or entities. Executive also acknowledges that this creates a high risk and opportunity for Executive to misappropriate
these relationships and the goodwill existing between the Company and such persons. Executive acknowledges and agrees that it is fair
and reasonable for the Company to take steps to protect itself from the risk of such misappropriation.
(b) Executive
acknowledges and agrees that, in exchange for his agreement in SECTION 2.03(c) below, he will receive substantial, valuable consideration
from the Company upon the execution of this Agreement and during the course of this Agreement, including, (i) Confidential Information
and access to Confidential Information, (ii)compensation and other benefits and (c) access to the Company’s prospects.
(c) During
the Non-Compete Term and provided that the Company has made all severance payments provided for herein (to the extent applicable), Executive
will not, directly or indirectly, provide the same or substantially the same services that he provides to the Company to any Business
Enterprise in the Market Area (as defined below) without prior written consent, which will not be unreasonably withheld. This includes
working as an agent, consultant, employee, officer, director, partner or independent contractor or being a shareholder, member, joint
venturer or equity owner in, any such Business Enterprise; PROVIDED, HOWEVER, that the foregoing shall not restrict Executive from holding
up to 5% of the voting power or equity of one or more Business Enterprises.
(d) For purposes of hereof:
(i) “BUSINESS
ENTERPRISE” means any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business
association or entity (other than the Company) engaged in the business of publishing national and regional publications and development
of technology that serves the needs of online and print publishers and their advertisers in the Market Area;
(ii) “MARKET
AREA” means: (1) New York County, New York, and (3) any geographic area in which the Company is conducting any material amount of
development of technology during the Term, and for which he has material responsibilities or about which he has material Confidential
Information; and
(iii) “NON-COMPETE TERM” means in the case of termination for any reason, the period from the Effective Date to the date ending 2 years following the date of termination.
Section 2.04 Non-Solicitation of
Executives. During the Non-Compete Term, Executive will not, either directly or indirectly, call on, solicit or induce any other executive
or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or association with in the course of employment
with the Company to terminate his employment, and will not assist any other person or entity in such a solicitation; PROVIDED, HOWEVER,
that with respect to soliciting any executive or officer whose employment was terminated by the Company or its affiliates, or general
solicitations for employment not targeted at current officers or employees of the Company or its affiliates, the foregoing restriction
shall not apply.
Article III. Termination of Employment
Section 3.01 Termination of Employment.
(a) Executive’s
employment with the Company shall be terminated (i) immediately upon the death of Executive without further action by the Company, (ii)
upon Executive’s Permanent Disability without further action by the Company, (iii) by the Company for Cause, (iv) by Executive without
Good Reason, (v) by the Company without Cause or by Executive for Good Reason, including by the Company without Cause or by Executive
for Good Reason within 12 months following a Change of Control, provided that, in the case of clause (v), the terminating party
must give at least 30 days’ advance written notice of such termination. For purposes of this ARTICLE III, “date of termination”
means the date of Executive’s death, the date of Executive’s Permanent Disability, or the date of Executive’s separation
from service with the Company, as applicable.
(b) For purposes hereof:
(i) “CAUSE”
shall include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than
a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days
after receipt of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that
is materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment
of Executive with a crime involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud,
misappropriation or personal dishonesty; or (E) a material breach by Executive of any provision of this Agreement that is materially
injurious to the Company and that remains uncorrected for 10 days following written notice of such breach by the Company to
Executive identifying the provision of this Agreement that Company determined has been breached. For purposes of (C) and (D), if the
criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will
be deemed to have been terminated without Cause.
(ii) “CHANGE
OF CONTROL” means the occurrence of any one or more of the following events that occurs after the Effective Date:
1) Any
“person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE
ACT”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change
of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation
and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction,
shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled
in the election of directors; or
2) The
consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such
stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of
directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution
of the Company.
(iii) “GOOD
REASON” shall mean one or more of the following conditions arising not more than six months before Executive’s
termination date without Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B)
assignment by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the
nature or status of Executive’s position, job descriptions, duties, title or responsibilities from those of a President and
Chief Executive Officer, or eligibility for Company compensation plans; (C) requirement by the Company for Executive to relocate to
a primary place of business which is more than [50] miles away from the Executive’s primary place of business as of the
Effective Date of this Agreement; or (D) a material reduction in Executive’s Base Salary in effect at the relevant time.
Notwithstanding anything herein to the contrary, Good Reason will exist only if Executive provides notice to the Company of the
existence of the condition otherwise constituting Good Reason within 90 days of the initial existence of the condition, and the
Company fails to remedy the condition on or before the 30th day following its receipt of such notice.
(iv) “PERMANENT
DISABILITY” shall mean Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
12 months. Executive will be deemed permanently disabled if determined to be totally disabled by the Social Security Administration or
if determined to be disabled in accordance with a disability insurance program that applies a definition of disability that complies with
the requirements of this paragraph.
(c) If
Executive’s employment is terminated under any of the foregoing circumstances, all future compensation to which Executive is otherwise
entitled and all future benefits for which Executive is eligible, other than those already earned but which is unpaid, shall cease and
terminate as of the date of termination, except as specifically provided in this ARTICLE III.
Article IV. Miscellaneous
Section 4.01 Notices. All notices
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic mail, or
facsimile transmission.
Section 4.02 Severability and
Reformation. If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable.
Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as
to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent
necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
Section 4.03 Assignment. This
Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns
and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject
to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the
Company may assign this Agreement to any successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume
the obligations of the Company hereunder.
Section 4.04 Amendment. This
Agreement may be amended only by writing signed by Executive and by the Company.
Section 4.05 GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
RULES RELATING TO CONFLICTS OF LAW.
Section 4.06 Jurisdiction. Each
of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in
NEW YORK in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives
any objection to venue in NEW YORK. In addition, each of the parties hereto hereby waives trial by juryin connection with any claim or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 4.07 Entire Agreement.
This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes
in all respects any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and
Executive with respect to such subject matter, including the Employment Agreement.
Section 4.08 Counterparts; No Electronic
Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. For purposes of
determining whether a partyhas signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
signature on a paper document or a facsimile transmission of a handwritten original signature will constitute a signature, notwithstanding
any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.
Section 4.09 Construction. The
headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting
this Agreement. The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not
strictly for or against the Company or Executive. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.”
[signature page follows]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above:
| |
SAGTEC GLOBAL LIMITED |
| |
|
| |
By: |
/s/ Ng Chen Lok |
| |
|
Ng Chen Lok
Chief Executive Officer |
| AGREED AND ACCEPTED: |
|
| |
|
| /s/ Tan Kim Chuan |
|
| Tan Kim Chuan |
|
6
Exhibit 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made and
entered into on June 27, 2024 by and between Zuria Hajar Bt Mohd Adnan (the “Executive”) and SAGTEC GLOBAL LIMITED,
a British Virgin Islands company (the “Company”).
WHEREAS, the Executive
has been the Chief Financial Officer of the Company since June 27, 2024 (the “Effective Date”).
WHEREAS, the Company
and the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with
the Company starting on the date hereof.
NOW, THEREFORE,
in consideration of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Article I. Employment;
Responsibilities; Compensation
Section 1.01 Employment. Subject
to ARTICLE 3, the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, in accordance
with this Agreement, for the period commencing as of the Effective Date and ending on (*) (“Initial Term”). the Initial
Term shall automatically be extended one additional year unless either party gives written notice to the other party 60 days prior to
expiration of the Initial Term that it or she, as applicable, does not wish to extend this Agreement. Executive’s continued employment
after the expiration of the Initial Term shall be in accordance with and governed by this Agreement, unless modified by the parties to
this Agreementin writing. For purposes of this Agreement the Initial Term and any extended term shall be referred to asthe “TERM”.
Section 1.02 Responsibilities;
Loyalty
(a) Subject
to the terms of this Agreement, Executive is employed in the position of ([position]) of the Company, and shall perform the functions
and responsibilities of that position. Additional or different duties may be assigned by the Company from time to time. Executive’s
position, job descriptions, duties and responsibilities maybe modified from time to time in the sole discretion of the Company.
(b) Executive
shall devote the whole of Executive’s professional time, attention and energies to the performance of Executive’s work. Executive
agrees to comply with all policies of the Company, if any, in effect from time to time, and to comply with all laws, rules and regulations,
including those applicable to the Company.
Section 1.03 Compensation.
The Company will pay Employee an annual base salary at a rate of US$24,000 per annum and performance bonus (the “Base Salary”),
payable in accordance with the Company’s regular payroll policy for salaried employees. If the Employment Period is terminated “For
Cause” pursuant to Article III hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year
will be prorated and paid through the date of termination based on the number of days elapsed in such year during which services were
actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the
date of termination. Notwithstanding anythingherein to the contrary, the Company shall not be obligated to pay Employee the Base Salary
during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-termor long-term disability
benefits under any policy or program maintained by the Company, (b) on family or medical leave, or (c) is unable to perform Employee’s
essential job duties by reason of a physical or Family mental incapacity or disability with or without a reasonable accommodation. The
Compensationshall also be subject to the approval of Company’s Board of Directors and/or Compensation Committees.
Section 1.04 Business Expenses.
The Company shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing
his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation
as the Company may reasonably require.
Section 1.05 Clawback. Any
compensation paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such compensation,
if (a) such recovery and repayment is required by applicable law or (b) either in the year such compensation is paid, or within the three
(3) year period thereafter the Company is required to prepare an accounting restatement due to material noncompliance of the Company with
any financial reporting requirement under applicable securities laws and the Executive is either (i) a named executive officer or (ii)
an employee who is responsible for preparation of the Company’s financial statements. The parties agree that the repayment obligations
set forth in this Section 1.05 shall only apply to the extent repayment is required by applicable law, or to the extent the Executive’s
compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement
or correction of any inaccurate financial statements or materially inaccurate performance metric criteria.
Article
II. Confidential Information; Post-Employment Obligations; Company Property
Section 2.01 Company Property.
As used in this Article II, the term the “Company” refers to the Company and each of its direct and indirect subsidiaries.
All written materials, records, data and other documents relating to Company business, products or services prepared or possessed by Executive
during Executive’s employment by the Company are the Company’s property. All information, ideas, concepts, improvements, discoveries
and inventions that are conceived, made, developed or acquired by Executive individually or in conjunction with others during Executive’s
employment (whether during business hours and whether on Company’s premises or otherwise) that relate to Company business, products
or services are the Company’s sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other documents, data or materials of any type embodying such information, ideas,
concepts, improvements, discoveries and inventions are Company property. At the termination of Executive’s employment with the Company
for any reason, Executive shall return all of the Company’s documents, data or other Company property to the Company.
Section 2.02 Confidential Information;
Non-Disclosure.
(a) Executive
acknowledges that the business of the Company is highly competitive and that the Company will provide Executive with access to Confidential
Information. Executive acknowledges that this Confidential Information constitutes a valuable, special and unique asset used by the Company
in its business to obtain a competitive advantage over competitors. Executive further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.
Executive agrees that Executive will not, at any time during or after Executive’s employment with the Company, make any unauthorized
disclosure of any Confidential Information of the Company, or make any use thereof, except in the carrying out of Executive’s employment
responsibilities to the Company. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information
to the same extent, and on the same basis, as the Company’s Confidential Information.
(b) For
purposes hereof, “Confidential Information” includes all non-public information regarding the Company’s business operations
and methods, existing and proposed investments and investment strategies, seismic, well-log and other geologic and oil and gas operating
and exploratory data, financial performance, compensation arrangements and amounts (whether relating to the Company or to any of its employees),
contractual relationships, business partners and relationships (including customers and suppliers), strategies, business plans and other
confidential information that is used in the operation, technology and business dealings of the Company, regardless of the medium in which
any of the foregoing information is contained, so long as such information is actually confidential and proprietary to the Company.
Section 2.03 Non-Competition
Obligations.
(a) Executive acknowledges
and agrees that as an employee and representative of the Company, Executive will be responsible for building and maintaining business
relationships and goodwill with current and future operating partners, investors, partners and prospects on a personal level. Executive
acknowledges and agrees that this responsibility creates a special relationship of trust and confidence between the Company, Executive
and these persons or entities. Executive also acknowledges that this creates a high risk and opportunity for Executive to misappropriate
these relationships and the goodwill existing between the Company and such persons. Executive acknowledges and agrees that it is fair
and reasonable for the Company to take steps to protect itself from the risk of such misappropriation.
(b) Executive
acknowledges and agrees that, in exchange for his agreement in SECTION 2.03(c) below, he will receive substantial, valuable consideration
from the Company upon the execution of this Agreement and during the course of this Agreement, including, (i) Confidential Information
and access to Confidential Information, (ii)compensation and other benefits and (c) access to the Company’s prospects.
(c) During
the Non-Compete Term and provided that the Company has made all severance payments provided for herein (to the extent applicable), Executive
will not, directly or indirectly, provide the same or substantially the same services that he provides to the Company to any Business
Enterprise in the Market Area (as defined below) without prior written consent, which will not be unreasonably withheld. This includes
working as an agent, consultant, employee, officer, director, partner or independent contractor or being a shareholder, member, joint
venturer or equity owner in, any such Business Enterprise; PROVIDED, HOWEVER, that the foregoing shall not restrict Executive from holding
up to 5% of the voting power or equity of one or more Business Enterprises.
(d) For purposes of hereof:
(i) “BUSINESS
ENTERPRISE” means any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business
association or entity (other than the Company) engaged in the business of publishing national and regional publications and development
of technology that serves the needs of online and print publishers and their advertisers in the Market Area;
(ii) “MARKET
AREA” means: (1) New York County, New York, and (3) any geographic area in which the Company is conducting any material amount of
development of technology during the Term, and for which he has material responsibilities or about which he has material Confidential
Information; and
(iii) “NON-COMPETE TERM” means in the case of termination for any reason, the period from the Effective Date to the date ending 2 years following the date of termination.
Section 2.04 Non-Solicitation of
Executives. During the Non-Compete Term, Executive will not, either directly or indirectly, call on, solicit or induce any other executive
or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or association with in the course of employment
with the Company to terminate his employment, and will not assist any other person or entity in such a solicitation; PROVIDED, HOWEVER,
that with respect to soliciting any executive or officer whose employment was terminated by the Company or its affiliates, or general
solicitations for employment not targeted at current officers or employees of the Company or its affiliates, the foregoing restriction
shall not apply.
Article III. Termination of Employment
Section 3.01 Termination of Employment.
(a) Executive’s
employment with the Company shall be terminated (i) immediately upon the death of Executive without further action by the Company, (ii)
upon Executive’s Permanent Disability without further action by the Company, (iii) by the Company for Cause, (iv) by Executive without
Good Reason, (v) by the Company without Cause or by Executive for Good Reason, including by the Company without Cause or by Executive
for Good Reason within 12 months following a Change of Control, provided that, in the case of clause (v), the terminating party
must give at least 30 days’ advance written notice of such termination. For purposes of this ARTICLE III, “date of termination”
means the date of Executive’s death, the date of Executive’s Permanent Disability, or the date of Executive’s separation
from service with the Company, as applicable.
(b) For purposes hereof:
(i) “CAUSE”
shall include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than
a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days
after receipt of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that
is materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment
of Executive with a crime involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud,
misappropriation or personal dishonesty; or (E) a material breach by Executive of any provision of this Agreement that is materially
injurious to the Company and that remains uncorrected for 10 days following written notice of such breach by the Company to
Executive identifying the provision of this Agreement that Company determined has been breached. For purposes of (C) and (D), if the
criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will
be deemed to have been terminated without Cause.
(ii) “CHANGE
OF CONTROL” means the occurrence of any one or more of the following events that occurs after the Effective Date:
1) Any
“person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE
ACT”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change
of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation
and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction,
shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled
in the election of directors; or
2) The
consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such
stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of
directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution
of the Company.
(iii) “GOOD
REASON” shall mean one or more of the following conditions arising not more than six months before Executive’s
termination date without Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B)
assignment by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the
nature or status of Executive’s position, job descriptions, duties, title or responsibilities from those of a President and
Chief Executive Officer, or eligibility for Company compensation plans; (C) requirement by the Company for Executive to relocate to
a primary place of business which is more than [50] miles away from the Executive’s primary place of business as of the
Effective Date of this Agreement; or (D) a material reduction in Executive’s Base Salary in effect at the relevant time.
Notwithstanding anything herein to the contrary, Good Reason will exist only if Executive provides notice to the Company of the
existence of the condition otherwise constituting Good Reason within 90 days of the initial existence of the condition, and the
Company fails to remedy the condition on or before the 30th day following its receipt of such notice.
(iv) “PERMANENT
DISABILITY” shall mean Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
12 months. Executive will be deemed permanently disabled if determined to be totally disabled by the Social Security Administration or
if determined to be disabled in accordance with a disability insurance program that applies a definition of disability that complies with
the requirements of this paragraph.
(c) If
Executive’s employment is terminated under any of the foregoing circumstances, all future compensation to which Executive is otherwise
entitled and all future benefits for which Executive is eligible, other than those already earned but which is unpaid, shall cease and
terminate as of the date of termination, except as specifically provided in this ARTICLE III.
Article IV. Miscellaneous
Section 4.01 Notices. All notices
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic mail, or
facsimile transmission.
Section 4.02 Severability and
Reformation. If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable.
Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as
to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent
necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
Section 4.03 Assignment. This
Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns
and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject
to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the
Company may assign this Agreement to any successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume
the obligations of the Company hereunder.
Section 4.04 Amendment. This
Agreement may be amended only by writing signed by Executive and by the Company.
Section 4.05 GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
RULES RELATING TO CONFLICTS OF LAW.
Section 4.06 Jurisdiction. Each
of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in
NEW YORK in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives
any objection to venue in NEW YORK. In addition, each of the parties hereto hereby waives trial by juryin connection with any claim or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 4.07 Entire Agreement.
This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes
in all respects any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and
Executive with respect to such subject matter, including the Employment Agreement.
Section 4.08 Counterparts; No Electronic
Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. For purposes of
determining whether a partyhas signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
signature on a paper document or a facsimile transmission of a handwritten original signature will constitute a signature, notwithstanding
any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.
Section 4.09 Construction. The
headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting
this Agreement. The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not
strictly for or against the Company or Executive. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.”
[signature page follows]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above:
| |
SAGTEC GLOBAL LIMITED |
| |
|
| |
By: |
/s/ Ng Chen Lok |
| |
|
Ng Chen Lok
Chief Executive Officer |
| AGREED AND ACCEPTED: |
|
| |
|
| /s/ Zuria Hajar Bt Mohd Adnan |
|
| Zuria Hajar Bt Mohd Adnan |
|
6
Exhibit 10.4
EMPLOYMENT AGREEMENT
This Employment Agreement (the
“Agreement”) is made and entered into on June 27, 2024 by and between Loong Xin Yee (the “Executive”)
and SAGTEC GLOBAL LIMITED, a British Virgin Islands company (the “Company”).
WHEREAS, the Executive
has been the Chief Operations Officer of the Company since June 27, 2024 (the “Effective Date”).
WHEREAS, the Company
and the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with
the Company starting on the date hereof.
NOW, THEREFORE,
in consideration of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Article I. Employment;
Responsibilities; Compensation
Section 1.01 Employment. Subject
to ARTICLE 3, the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, in accordance
with this Agreement, for the period commencing as of the Effective Date and ending on (*) (“Initial Term”). the Initial
Term shall automatically be extended one additional year unless either party gives written notice to the other party 60 days prior to
expiration of the Initial Term that it or she, as applicable, does not wish to extend this Agreement. Executive’s continued employment
after the expiration of the Initial Term shall be in accordance with and governed by this Agreement, unless modified by the parties to
this Agreementin writing. For purposes of this Agreement the Initial Term and any extended term shall be referred to asthe “TERM”.
Section 1.02 Responsibilities;
Loyalty
(a) Subject
to the terms of this Agreement, Executive is employed in the position of ([position]) of the Company, and shall perform the functions
and responsibilities of that position. Additional or different duties may be assigned by the Company from time to time. Executive’s
position, job descriptions, duties and responsibilities maybe modified from time to time in the sole discretion of the Company.
(b) Executive
shall devote the whole of Executive’s professional time, attention and energies to the performance of Executive’s work. Executive
agrees to comply with all policies of the Company, if any, in effect from time to time, and to comply with all laws, rules and regulations,
including those applicable to the Company.
Section 1.03 Compensation.
The Company will pay Employee an annual base salary at a rate of US$24,000 per annum and performance bonus (the “Base Salary”),
payable in accordance with the Company’s regular payroll policy for salaried employees. If the Employment Period is terminated “For
Cause” pursuant to Article III hereof or is otherwise shorter than a full contract year, then the Base Salary for any partial year
will be prorated and paid through the date of termination based on the number of days elapsed in such year during which services were
actually performed by Employee, and the Company shall have no further obligation to pay the Employee’s Base Salary following the
date of termination. Notwithstanding anythingherein to the contrary, the Company shall not be obligated to pay Employee the Base Salary
during any period in which Employee has exhausted Employee’s paid time off and is either (a) receiving short-termor long-term disability
benefits under any policy or program maintained by the Company, (b) on family or medical leave, or (c) is unable to perform Employee’s
essential job duties by reason of a physical or Family mental incapacity or disability with or without a reasonable accommodation. The
Compensationshall also be subject to the approval of Company’s Board of Directors and/or Compensation Committees.
Section 1.04 Business Expenses.
The Company shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing
his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation
as the Company may reasonably require.
Section 1.05 Clawback. Any
compensation paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such compensation,
if (a) such recovery and repayment is required by applicable law or (b) either in the year such compensation is paid, or within the three
(3) year period thereafter the Company is required to prepare an accounting restatement due to material noncompliance of the Company with
any financial reporting requirement under applicable securities laws and the Executive is either (i) a named executive officer or (ii)
an employee who is responsible for preparation of the Company’s financial statements. The parties agree that the repayment obligations
set forth in this Section 1.05 shall only apply to the extent repayment is required by applicable law, or to the extent the Executive’s
compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement
or correction of any inaccurate financial statements or materially inaccurate performance metric criteria.
Article
II. Confidential Information; Post-Employment Obligations; Company Property
Section 2.01 Company Property.
As used in this Article II, the term the “Company” refers to the Company and each of its direct and indirect subsidiaries.
All written materials, records, data and other documents relating to Company business, products or services prepared or possessed by Executive
during Executive’s employment by the Company are the Company’s property. All information, ideas, concepts, improvements, discoveries
and inventions that are conceived, made, developed or acquired by Executive individually or in conjunction with others during Executive’s
employment (whether during business hours and whether on Company’s premises or otherwise) that relate to Company business, products
or services are the Company’s sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other documents, data or materials of any type embodying such information, ideas,
concepts, improvements, discoveries and inventions are Company property. At the termination of Executive’s employment with the Company
for any reason, Executive shall return all of the Company’s documents, data or other Company property to the Company.
Section 2.02 Confidential Information;
Non-Disclosure.
(a) Executive
acknowledges that the business of the Company is highly competitive and that the Company will provide Executive with access to Confidential
Information. Executive acknowledges that this Confidential Information constitutes a valuable, special and unique asset used by the Company
in its business to obtain a competitive advantage over competitors. Executive further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position.
Executive agrees that Executive will not, at any time during or after Executive’s employment with the Company, make any unauthorized
disclosure of any Confidential Information of the Company, or make any use thereof, except in the carrying out of Executive’s employment
responsibilities to the Company. Executive also agrees to preserve and protect the confidentiality of third-party Confidential Information
to the same extent, and on the same basis, as the Company’s Confidential Information.
(b) For
purposes hereof, “Confidential Information” includes all non-public information regarding the Company’s business operations
and methods, existing and proposed investments and investment strategies, seismic, well-log and other geologic and oil and gas operating
and exploratory data, financial performance, compensation arrangements and amounts (whether relating to the Company or to any of its employees),
contractual relationships, business partners and relationships (including customers and suppliers), strategies, business plans and other
confidential information that is used in the operation, technology and business dealings of the Company, regardless of the medium in which
any of the foregoing information is contained, so long as such information is actually confidential and proprietary to the Company.
Section 2.03 Non-Competition
Obligations.
(a) Executive acknowledges
and agrees that as an employee and representative of the Company, Executive will be responsible for building and maintaining business
relationships and goodwill with current and future operating partners, investors, partners and prospects on a personal level. Executive
acknowledges and agrees that this responsibility creates a special relationship of trust and confidence between the Company, Executive
and these persons or entities. Executive also acknowledges that this creates a high risk and opportunity for Executive to misappropriate
these relationships and the goodwill existing between the Company and such persons. Executive acknowledges and agrees that it is fair
and reasonable for the Company to take steps to protect itself from the risk of such misappropriation.
(b) Executive
acknowledges and agrees that, in exchange for his agreement in SECTION 2.03(c) below, he will receive substantial, valuable consideration
from the Company upon the execution of this Agreement and during the course of this Agreement, including, (i) Confidential Information
and access to Confidential Information, (ii)compensation and other benefits and (c) access to the Company’s prospects.
(c) During
the Non-Compete Term and provided that the Company has made all severance payments provided for herein (to the extent applicable), Executive
will not, directly or indirectly, provide the same or substantially the same services that he provides to the Company to any Business
Enterprise in the Market Area (as defined below) without prior written consent, which will not be unreasonably withheld. This includes
working as an agent, consultant, employee, officer, director, partner or independent contractor or being a shareholder, member, joint
venturer or equity owner in, any such Business Enterprise; PROVIDED, HOWEVER, that the foregoing shall not restrict Executive from holding
up to 5% of the voting power or equity of one or more Business Enterprises.
(d) For purposes of hereof:
(i) “BUSINESS
ENTERPRISE” means any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business
association or entity (other than the Company) engaged in the business of publishing national and regional publications and development
of technology that serves the needs of online and print publishers and their advertisers in the Market Area;
(ii) “MARKET
AREA” means: (1) New York County, New York, and (3) any geographic area in which the Company is conducting any material amount of
development of technology during the Term, and for which he has material responsibilities or about which he has material Confidential
Information; and
(iii) “NON-COMPETE TERM” means in the case of termination for any reason, the period from the Effective Date to the date ending 2 years following the date of termination.
Section 2.04 Non-Solicitation of
Executives. During the Non-Compete Term, Executive will not, either directly or indirectly, call on, solicit or induce any other executive
or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or association with in the course of employment
with the Company to terminate his employment, and will not assist any other person or entity in such a solicitation; PROVIDED, HOWEVER,
that with respect to soliciting any executive or officer whose employment was terminated by the Company or its affiliates, or general
solicitations for employment not targeted at current officers or employees of the Company or its affiliates, the foregoing restriction
shall not apply.
Article III. Termination of Employment
Section 3.01 Termination of Employment.
(a) Executive’s
employment with the Company shall be terminated (i) immediately upon the death of Executive without further action by the Company, (ii)
upon Executive’s Permanent Disability without further action by the Company, (iii) by the Company for Cause, (iv) by Executive without
Good Reason, (v) by the Company without Cause or by Executive for Good Reason, including by the Company without Cause or by Executive
for Good Reason within 12 months following a Change of Control, provided that, in the case of clause (v), the terminating party
must give at least 30 days’ advance written notice of such termination. For purposes of this ARTICLE III, “date of termination”
means the date of Executive’s death, the date of Executive’s Permanent Disability, or the date of Executive’s separation
from service with the Company, as applicable.
(b) For purposes hereof:
(i) “CAUSE”
shall include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than
a failure resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days
after receipt of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that
is materially injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment
of Executive with a crime involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud,
misappropriation or personal dishonesty; or (E) a material breach by Executive of any provision of this Agreement that is materially
injurious to the Company and that remains uncorrected for 10 days following written notice of such breach by the Company to
Executive identifying the provision of this Agreement that Company determined has been breached. For purposes of (C) and (D), if the
criminal charge is subsequently dismissed with prejudice or the Executive is acquitted at trial or on appeal then the Executive will
be deemed to have been terminated without Cause.
(ii) “CHANGE
OF CONTROL” means the occurrence of any one or more of the following events that occurs after the Effective Date:
1) Any
“person” (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE
ACT”)) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change
of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation
and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction,
shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled
in the election of directors; or
2) The
consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately
prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such
stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of
directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution
of the Company.
(iii) “GOOD
REASON” shall mean one or more of the following conditions arising not more than six months before Executive’s
termination date without Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B)
assignment by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the
nature or status of Executive’s position, job descriptions, duties, title or responsibilities from those of a President and
Chief Executive Officer, or eligibility for Company compensation plans; (C) requirement by the Company for Executive to relocate to
a primary place of business which is more than [50] miles away from the Executive’s primary place of business as of the
Effective Date of this Agreement; or (D) a material reduction in Executive’s Base Salary in effect at the relevant time.
Notwithstanding anything herein to the contrary, Good Reason will exist only if Executive provides notice to the Company of the
existence of the condition otherwise constituting Good Reason within 90 days of the initial existence of the condition, and the
Company fails to remedy the condition on or before the 30th day following its receipt of such notice.
(iv) “PERMANENT
DISABILITY” shall mean Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
12 months. Executive will be deemed permanently disabled if determined to be totally disabled by the Social Security Administration or
if determined to be disabled in accordance with a disability insurance program that applies a definition of disability that complies with
the requirements of this paragraph.
(c) If
Executive’s employment is terminated under any of the foregoing circumstances, all future compensation to which Executive is otherwise
entitled and all future benefits for which Executive is eligible, other than those already earned but which is unpaid, shall cease and
terminate as of the date of termination, except as specifically provided in this ARTICLE III.
Article IV. Miscellaneous
Section 4.01 Notices. All notices
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic mail, or
facsimile transmission.
Section 4.02 Severability and
Reformation. If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable.
Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as
to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent
necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
Section 4.03 Assignment. This
Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns
and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject
to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the
Company may assign this Agreement to any successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume
the obligations of the Company hereunder.
Section 4.04 Amendment. This
Agreement may be amended only by writing signed by Executive and by the Company.
Section 4.05 GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
RULES RELATING TO CONFLICTS OF LAW.
Section 4.06 Jurisdiction. Each
of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in
NEW YORK in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives
any objection to venue in NEW YORK. In addition, each of the parties hereto hereby waives trial by juryin connection with any claim or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 4.07 Entire Agreement.
This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes
in all respects any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and
Executive with respect to such subject matter, including the Employment Agreement.
Section 4.08 Counterparts; No Electronic
Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. For purposes of
determining whether a partyhas signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
signature on a paper document or a facsimile transmission of a handwritten original signature will constitute a signature, notwithstanding
any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.
Section 4.09 Construction. The
headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting
this Agreement. The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not
strictly for or against the Company or Executive. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.”
[signature page follows]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above:
| |
SAGTEC GLOBAL LIMITED |
| |
|
| |
By: |
/s/ Ng Chen Lok |
| |
|
Ng Chen Lok
Chief Executive Officer |
| AGREED AND ACCEPTED: |
|
| |
|
| /s/ Loong Xin Yee |
|
| Loong Xin Yee |
|
6
Exhibit 10.5
August 16, 2024
Re: Independent Director Offer Letter – Pan Seng Wee
Dear Ms. Pan Seng Wee,
SAGTEC GLOBAL LIMITED a British
Virgin Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent
Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your
participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter
agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions
relating to the services you agree to provide to the Company. Your appointment shall begin upon Company’s listing on the Nasdaq
Capital Market (the “Commencement Date”).
1. Term.
This Agreement is effective upon the Commencement Date and shall continue for a period of three year from the Commencement Date subject
to the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services. You
shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding
office as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time,
including being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement,
you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially
called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any)
regularly and as necessary via telephone, electronic mail or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation.
As compensation for your services to the Company, you will receive a monthly compensation of USD$1,500, payable on the 16th
day of each month commencing one (1) month after the Commencement Date
5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’
insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without
the prior written consent of the Company.
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company,
in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes
of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has
been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business
in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by
non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning
products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and
whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test
results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies,
forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally
available or is readily available to the public other than as a result of a breach of the confidentiality portions of this
Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third
party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by
you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are
required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other
regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written
notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be
disclosed.
c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined
in Section 9 herein).
d. Confidentiality.
You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may
be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose
Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax
purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership.
You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work
rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any
and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to
assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights assigned.
8. Non-Solicitation.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due
to your appointment.
9. Termination
and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the Board
(including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your services as an
Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company’s obligations to pay you any compensation that you have already earned as of the effective date of such termination or
Resignation.
10. Governing
Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations
of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this Agreement,
including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual
obligations arisingout of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration
Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New
York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted
in English.
11. Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter
hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this
Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.
Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure
of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require
performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance
of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will
be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures,
and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable
attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable
law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition
of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing
the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under
applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable
judgment or settlement that you are not entitled to be indemnified by the Company.
13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final
all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
| |
|
Sincerely, |
| |
|
|
| |
|
SAGTEC GLOBAL LIMITED |
| |
|
|
| |
By: |
/s/ Ng Chen Lok |
| |
|
Ng Chen Lok |
| |
|
Chairman & Chief Executive Officer |
| AGREED AND ACCEPTED: |
| |
|
| /s/ Pan Seng Wee |
|
| Name: Pan Seng Wee |
|
4
Exhibit 10.6
August 16, 2024
Re: Independent Director Offer Letter – Robert
M Harrison
Dear Mr. Robert M Harrison,
SAGTEC GLOBAL
LIMITED a British Virgin Islands limited liability company (the “Company” or “we”), is pleasedto offer you a position
as an Independent Director of the Company. We believe your background and experience willbe a significant asset to the Company and we
look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent
Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all
the terms and conditionsrelating to the services you agree to provide to the Company. Your appointment shall begin upon Company’s
listing on the Nasdaq Capital Market (the “Commencement Date”).
1. Term.
This Agreement is effective upon the Commencement Date and shall continue for a period of three year from the Commencement Date subject
to the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services.
You shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding
office as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time, including
being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement, you may attend
and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference,
video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone,
electronic mail or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation.
As compensation for your services to the Company, you will receive a monthly compensation of USD$1,500, payable on the 16th
day of each month commencing one (1) month after the Commencement Date
5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’
insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without
the prior written consent of the Company.
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company,
in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For
purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses
that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not
known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information
concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and
analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally
available or is readily available to the public other than as a result of a breach of the confidentiality portions of this
Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third
party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by
you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are
required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other
regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written
notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be
disclosed.
c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company's demand, upon termination of this Agreement, or upon your termination or Resignation (as defined
in Section 9 herein).
d. Confidentiality.
You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may
be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose
Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax
purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership.
You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask
work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to
any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to
assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights assigned.
8. Non-Solicitation.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact
due to your appointment.
9. Termination
and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the Board
(including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your services as an
Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company's obligations to pay you any compensation that you have already earned as of the effective date of such termination or
Resignation.
3
Exhibit 10.7
December 19, 2024
Re: Independent Director Offer Letter – Lai Fuu
Sing
Dear Mr. Lai Fuu Sing,
SAGTEC
GLOBAL LIMITED a British Virgin Islands limited liability company (the “Company” or “we”), is pleased to
offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant
asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to
accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement
between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
Your appointment shall begin upon Company’s listing on the Nasdaq Capital Market (the “Commencement Date”).
1. Term. This
Agreement is effective upon the Commencement Date and shall continue for a period of three year from the Commencement Date subject
to the provisions in Section 9 below or until your successor is duly elected and qualified.
2. Services. You
shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding
office as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time,
including being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement,
you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially
called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any)
regularly and as necessary via telephone, electronic mail or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation. As
compensation for your services to the Company, you will receive a monthly compensation of USD$1,500, payable on the
16th day of each month commencing one (1) month after the Commencement Date
5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and
directors’ insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you
without the prior written consent of the Company.
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the
Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For
purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses
that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not
known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information
concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and
analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally
available or is readily available to the public other than as a result of a breach of the confidentiality portions of this
Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third
party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by
you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are
required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other
regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written
notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be
disclosed.
c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes,
formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation
(as defined in Section 9 herein).
d. Confidentiality. You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or
indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the Company. You further agree that you will not use any
Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business
relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a
need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership.
You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask
work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to
any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to
assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights assigned.
8. Non-Solicitation. During
the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to
your appointment.
9. Termination
and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the
Board (including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your services
as an Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company’s obligations to pay you any compensation that you have already earned as of the effective date of such termination
or Resignation.
10. Governing
Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with
respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any
dispute regarding non-contractual obligations arisingout of or relating to it shall be referred to and finally resolved by
arbitration administered by the American ArbitrationAssociation at its New York office in force when the Notice of Arbitration is
submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of
arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11. Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any termor condition of this Agreement by any party shall not be construed as a waiver of any subsequent
breach or failure ofthe same term or condition or waiver of any other term or condition of this Agreement. The failure of any party
at any time to require performance by any other party of any provision of this Agreement shall not affect the right of anysuch party
to require future performance of such provision or any other provision of this Agreement. This Agreementmay be executed in separate
counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may
be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable,
as an original of such signature.
12. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any
expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any
expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the
maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid
by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request
for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment
is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if
it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified
by the Company.
13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and
final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed
and delivered by the undersigned and is made effective as of the date set first set forth above.
| |
|
Sincerely, |
| |
|
|
| |
|
SAGTEC GLOBAL LIMITED |
| |
|
|
| |
By: |
/s/ Ng Chen Lok |
| |
|
Ng Chen Lok |
| |
|
Chairman & Chief Executive Officer |
| AGREED AND ACCEPTED: |
|
| |
|
| /s/ Lai Fuu Sing |
|
| Name: |
Lai Fuu Sing |
|
Exhibit 10.8
Exhibit 10.9
Exhibit 10.10
Exhibit 10.11
 |
INVOICE
SAG-2312/15 |
SAGTEC GROUP SDN BHD (Formerly Known As
Signage Alliance Group Sdn Bhd)
COMPANY ID: 201801021489 (1283508-P)
NO 43-2, JALAN BESAR KEPONG,
52100 KEPONG,
KUALA LUMPUR
| Bill to: |
|
|
| KLC VENTURES SDN BHD |
Invoice
Date: |
15/12/2023 |
| 1-8-2, PLAZA BUKIT JALIL (AURORA SOVO) |
Terms: |
CASH ON DELIVERY |
| NO 1 PERSIARAN JALIL 1, BANDAR BUKIT JALIL, |
Your
Ref.: |
|
| 57000 KUALA LUMPUR W,P. KUALA LUMPUR |
|
|
| No |
|
Item & Description |
|
Qty |
|
Rate |
|
Amount |
| 1 |
|
RASTER DATA MANAGEMENT, EDITING & ANALYSIS |
|
6,100.00 |
|
15.00 |
|
91,500.00 |
| |
|
|
|
|
|
|
|
|
| |
|
Total input from client FTP to HK server 0250
Input Equal: 6,100 sq data Input
RM 15/ Sq |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
i. Edit metadata details
ii. Raw Data arrangement
iii. Raw Data analysis & storage categories |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| 2 |
|
DISCOUNT |
|
1.00 |
|
-1,400.00 |
|
(1,400.00) |
| |
|
|
|
|
|
|
|
|
| |
|
Remarks: For the month of December 2023 |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| RINGGIT MALAYSIA: NINETY THOUSAND AND ONE HUNDRED ONLY |
Total (RM) |
90,100.00 |
|
Notes
Thanks for your business.
Terms & Condition :
Term : COD
| Kindly pay to |
: |
RHB account: 21222800056601 @ Signage Alliance Group Sdn Bhd |
| |
: |
RHB account: 26232600012133 @ Signage Alliance Group Sdn Bhd |
| |
: |
Maybank account: 564584341636 @ Sagtec Group Sdn Bhd |
| |
: |
Affin Bank account: 105380003619 @ Sagtec Group Sdn Bhd |
| |
: |
Affin Bank account: 105380005125 @ Segtec Group Sdn Bhd |
 |
SAGTEC GROUP SDN
BHD (1283508-P)
No 43-2, Jalan
Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz |
SALES
ORDER
DATE: 05/12/2023
| TO: |
KLC VENTURES SDN BHD |
| |
|
| |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO), NO 1
PERSIARAN JALIL 1, BANDAR BUKIT JALIL |
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
RASTER DATA MANAGEMENT, EDITING& ANALYSIS |
6,100 |
15.00 |
91,500.00 |
| |
|
|
|
|
| |
Total input from client FTP to HK server 0250 |
|
|
|
| |
Input Equal : 6,100 sq data Input |
|
|
|
| |
RM 15/ Sq |
|
|
|
| |
|
|
|
|
| |
i. Edit metadata details |
|
|
|
| |
ii. Raw Data arrangement |
|
|
|
| |
iii. Raw Data analysis & storage categories |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT |
1 |
-1,400.00 |
-1,400.00 |
| |
|
|
|
|
| |
Remarks: For the month of December 2023 |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub Total
(RM) : |
90,100.00 |
| Confirmed by Client: |
|
Prepared by: |
| |
|
|
 |
|
/s/ Lim Shu Hoon |
| Acknowledged By: |
|
Sales Person: Lim Shu Hoon |
|
SAGTEC GROUP SDN
BHD (1283508-P)
No 43-2, Jalan
Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz |
ACKNOWLEDGMENT
FORM
| |
FORM NO: |
AF-2312/15 |
| |
INVOICE NO: |
SAG-2312/15 |
| |
DATE: |
15/12/2023 |
| TO: |
KLC VENTURES SDN BHD |
| |
|
| |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO), NO 1
PERSIARAN JALIL 1, BANDAR BUKIT JALIL |
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
RASTER DATA MANAGEMENT, EDITING& ANALYSIS |
6,100 |
15.00 |
91,500.00 |
| |
|
|
|
|
| |
Total input from client FTP to HK server 0250 |
|
|
|
| |
Input Equal : 6,100 sq data Input |
|
|
|
| |
RM 15/ Sq |
|
|
|
| |
|
|
|
|
| |
i. Edit metadata details |
|
|
|
| |
ii. Raw Data arrangement |
|
|
|
| |
iii. Raw Data analysis & storage categories |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT |
1 |
-1,400.00 |
-1,400.00 |
| |
|
|
|
|
| |
Remarks:
For the month of December 2023 |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub Total
(RM) : |
90,100.00 |
| Confirmed by Client: |
|
|
| |
|
|
 |
|
|
| Acknowledged By: |
|
|
| |
INVOICE
SAG-2312/10 |
SAGTEC GROUP SDN BHD (Formerly Known As
Signage Alliance Group Sdn Bhd)
COMPANY ID: 201801021489 (1283508-P)
NO 43-2, JALAN BESAR KEPONG,
52100 KEPONG,
KUALA LUMPUR
| Bill to: |
|
|
KLC
VENTURES SDN BHD |
Invoice
Date: |
12/12/2023 |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO) |
Terms: |
CASH ON DELIVERY |
NO 1 PERSIARAN JALIL 1, BANDAR BUKIT JALIL, |
Your
Ref.: |
|
57000 KUALA LUMPUR W.P. KUALA LUMPUR |
|
|
| No |
|
Item & Description |
|
Qty |
|
Rate |
|
Amount |
| 1 |
|
Standing Food Ordering Kiosk With Touch Screen |
|
9.00 |
|
23,200.00 |
|
208,800.00 |
| |
|
|
|
|
|
|
|
|
| |
|
● Android
Version
● 32”
LCD Touch Screen
● Card
Reader (bank card)
● QR
Scanner
● Cash
Note Component X2
● Wifi/Lan
Supported
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
Remarks; Warranty 18 Month |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
RM 23,200 / Unit |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| 2 |
|
Transportation charges |
|
1.00 |
|
6,200.00 |
|
6,200.00 |
| RINGGIT MALAYSIA: TWO HUNDRED AND FIFTEEN THOUSAND ONLY |
Total (RM) |
215,000.00 |
|
Notes
Thanks for your business.
Terms & Condition :
Term : COD
| Kindly pay to |
: |
RHB account: 21222800056601 @ Signage Alliance Group Sdn Bhd |
| |
: |
RHB account: 26232600012133 @ Signage Alliance Group Sdn Bhd |
| |
: |
Maybank account : 564584341636 @ Sagtec Group Sdn Bhd |
| |
: |
Affin Bank account: 105380003619 @ Sagtec Group Sdn Bhd |
| |
: |
Affin Bank account: 105380005125 @ Sagtec Group Sdn Bhd |
|
SAGTEC
GROUP SDN BHD (1283508-P)
No
43-2, Jalan Besar Kepong,
52100
Kepong, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz |
SALES
ORDER
DATE:
08/12/2023
| TO: |
KLC VENTURES SDN BHD |
| |
|
| |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO), NO 1
PERSIARAN JALIL 1, BANDAR BUKIT JALIL |
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
Standing
Food Ordering Kiosk With Touch Screen |
9 |
23,200.00
|
208,800.00 |
| |
|
|
|
|
| |
● Android
Version |
|
|
|
| |
● 32”
LCD Touch Screen |
|
|
|
| |
● Card
Reader (bank card) |
|
|
|
| |
● QR
Scanner |
|
|
|
| |
● Cash
Note Component X2 |
|
|
|
| |
● Wifi/Lan
Supported |
|
|
|
| |
|
|
|
|
| |
Remarks:
Warranty 18 Month |
|
|
|
| |
|
|
|
|
| |
RM
23,200 / Unit |
|
|
|
| |
|
|
|
|
| 2 |
Transportation
charges |
1 |
6,200.00 |
6,200.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub
Total (RM) : |
215,000.00 |
| Confirmed by
Client: |
|
Prepared by: |
| |
|
|
 |
|
/s/
Lau Sian Choon |
| Acknowledged By: |
|
Sales Person: Lau Sian Choon
|
|
SAGTEC
GROUP SDN BHD (1283508-P)
No
43-2, Jalan Besar Kepong,
52100
Kepong, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz |
DELIVERY
ORDER
| |
DO NO: |
DO-2312/10 |
| |
INVOICE NO: |
SAG-2312/10 |
| |
DATE : |
12/12/2023 |
| TO: |
KLC VENTURES SDN BHD |
| |
|
| |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO), NO 1
PERSIARAN JALIL 1, BANDAR BUKIT JALIL |
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
Standing
Food Ordering Kiosk With Touch Screen |
9 |
23,200.00
|
208,800.00 |
| |
|
|
|
|
| |
● Android
Version |
|
|
|
| |
● 32”
LCD Touch Screen
|
|
|
|
| |
● Card
Reader (bank card)
|
|
|
|
| |
● QR
Scanner
|
|
|
|
| |
● Cash
Note Component X2
|
|
|
|
| |
● Wifi/Lan
Supported
|
|
|
|
| |
|
|
|
|
| |
Remarks:
Warranty 18 Month |
|
|
|
| |
|
|
|
|
| |
RM
23,200 / Unit
|
|
|
|
| |
|
|
|
|
| 2 |
Transportation
charges
|
1 |
6,200.00
|
6,200.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub
Total (RM) : |
215,000.00 |
| Confirmed by
Client: |
|
|
| |
|
|
 |
|
|
| Acknowledged By: |
|
|
|
INVOICE
SAG-2306/01(B)
|
SAGTEC
GROUP SDN BHD (Formerly Known As
Signage
Alliance Group Sdn Bhd)
COMPANY
ID: 201801021489 (1283508-P)
NO
43-2, JALAN BESAR KEPONG,
52100
KEPONG,
KUALA
LUMPUR
| Bill to: |
Invoice Date: |
02/06/2023 |
KLC
VENTURES SDN BHD |
Terms: |
CASH ON DELIVERY |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO) |
Your Ref.: |
|
NO 1 PERSIARAN JALIL 1, BANDAR BUKIT JALIL, |
|
|
57000 KUALA LUMPUR W.P. KUALA LUMPUR |
|
|
| No |
|
Item
& Description |
|
Qty |
|
Rate |
|
Amount |
|
| 1 |
|
SOCIAL MEDIA MANAGEMENT
|
|
|
|
|
|
|
|
| |
|
Customer Social Media platform Management
Service
|
|
|
|
|
|
|
|
| |
|
Provided Service of manage and analysis client
authorised Social Media platform
|
|
|
|
|
|
|
|
| 2 |
|
Content Copy Writing: RM300/content (4 platform)
|
|
175.00 |
|
300.00 |
|
52,500.00 |
|
| 3 |
|
Posting Management RM300/Posting (4 Platform)
|
|
175.00 |
|
300.00 |
|
52,500.00 |
|
| 4 |
|
Content Graphic Design: RM400/raw design
|
|
150.00 |
|
400.00 |
|
60,000.00 |
|
| 5 |
|
Posting
Analysis Feed: RM50/ Feed in |
|
155.00 |
|
50.00 |
|
7,750.00 |
|
| 6 |
|
Discount
| |
1.00 |
|
-190.00 |
|
(190.00) |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
Remarks: For the month of June 2023
|
|
|
|
|
|
|
|
| RINGGIT
MALAYSIA: ONE HUNDRED SEVENTY TWO THOUSAND FIVE HUNDRED AND
| Total (RM) |
|
172,560.00 |
|
Notes
Thanks
for your business.
Terms & Condition :
Term : COD
| Kindly pay to |
: |
RHB account: 21222800056601@ Signage Alliance Group
Sdn Bhd
|
| |
: |
RHB
account: 26232600012133 @ Signage Alliance Group Sdn Bhd
|
| |
: |
Maybank
account: 564584341636 @ Sagtec Group Sdn Bhd
|
| |
: |
Affin
Bank account: 105380003619 @ Sagtec Group Sdn Bhd
|
| |
: |
Affin
Bank account: 105380005125 @ Sagtec Group Sdn Bhd
|
|
SAGTEC
GROUP SDN BHD (1283508-P)
No
43-2, Jalan Besar Kepong
52100
Kepong, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz |
SALES
ORDER
DATE:
01/06/2023
| TO: |
KLC VENTURES SDN BHD |
| |
|
| |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO), NO 1
PERSIARAN JALIL 1, BANDAR BUKIT JALIL |
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
SOCIAL
MEDIA MANAGEMENT |
|
|
|
| |
Customer
Social Media platform Management Service |
|
|
|
| |
Provided
Service of manage and analysis client authorised Social Media platform |
|
|
|
| |
|
|
|
|
| 2 |
Content
Copy Writing: RM300/content (4 platform) |
175 |
300.00 |
52,500.00 |
| 3 |
Posting
Management: RM300/Posting (4 Platform) |
175 |
300.00 |
52,500.00 |
| 4 |
Content
Graphic Design: RM400/raw design |
150 |
400.00 |
60,000.00 |
| 5 |
Posting
Analysis Feed: RM50/ Feed in |
155 |
50.00 |
7,750.00 |
| 6 |
Discount |
1 |
-190.00 |
-190.00 |
| |
|
|
|
|
| |
Remarks:
For the month of June 2023 |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub
Total (RM) : |
172,560.00 |
| Confirmed by
Client: |
|
Prepared by: |
| |
|
|
 |
|
/s/ Lau Sian Choon |
| Acknowledged By: |
|
Sales Person: Lau Sian Choon
|
|
SAGTEC
GROUP SDN BHD (1283508-P)
No
43-2, Jalan Besar Kepong
52100
Kepong, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz |
ACKNOWLEDGMENT
FORM
| |
FORM
NO: |
AF-2306/01(B) |
| |
INVOICE
NO: |
SAG-2306/01(B) |
| |
DATE: |
02/06/2023 |
| TO: |
KLC VENTURES SDN BHD |
| |
|
| |
1-8-2, PLAZA BUKIT JALIL (AURORA SOVO), NO 1
PERSIARAN JALIL 1, BANDAR BUKIT JALIL |
| NO |
|
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
|
SOCIAL
MEDIA MANAGEMENT |
|
|
|
| |
|
Customer
Social Media platform Management Service |
|
|
|
| |
|
Provided
Service of manage and analysis client authorised Social Media platform |
|
|
|
| 2 |
|
Content
Copy Writing: RM300/content (4 platform) |
175 |
300.00 |
52,500.00 |
| 3 |
|
Posting
Management: RM300/Posting (4 Platform) | 175 |
300.00 |
52,500.00 |
| 4 |
|
Content
Graphic Design: RM400/raw design |
150 |
400.00 |
60,000.00 |
| 5 |
|
Posting
Analysis Feed: RM5O/ Feed in |
155 |
50.00 |
7,750.00 |
| 6 |
|
Discount |
1 |
-190.00 |
-190.00 |
| |
|
|
|
|
|
| |
|
Remarks:
For the month of June 2023 |
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| Sub Total
(RM) : |
172,560.00 |
| Confirmed by
Client: |
|
|
| |
|
|
 |
|
|
| Acknowledged By: |
|
|
 |
INVOICE
CL-2301/04 |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD
COMPANY ID: 201901005005 (1314332-U)
NO. 10-2, JALAN TANJUNG SD 13/2,
BANDAR SRI DAMANSARA,
52200 KUALA LUMPUR
Bill to:
| KLC VENTURES SDN BHD |
|
|
| |
|
|
| |
Invoice Date: |
12/01/2023 |
| |
Terms: |
CASH ON DELIVERY |
| |
Your Ref.: |
|
| |
|
|
| No |
|
Item & Description |
|
Qty |
|
Rate |
|
Amount |
| 1 |
|
OFFICE MANAGEMENT SOFTWARE DEVELOPMENT |
|
1.00 |
|
101,100.00 |
|
101,100.00 |
| |
|
|
|
|
|
|
|
|
| |
|
● PHP Web Base Software Backend Development |
|
|
|
|
|
|
| |
|
● App Base Front End Development |
|
|
|
|
|
|
| |
|
● Server Storage Development |
|
|
|
|
|
|
| |
|
● Infra of Software/Server |
|
|
|
|
|
|
| |
|
● UAT Testing |
|
|
|
|
|
|
| |
|
● Firewall Infra/Software Security SSL |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
Details: Refer to Appendix A |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| RINGGIT MALAYSIA : ONE HUNDRED ONE THOUSAND AND ONE HUNDRED ONLY |
Total (RM) |
101,100.00 |
|
Notes
Thanks for your business.
Terms & Condition :
Term : COD
Kindly pay to : Maybank account : 5645 8434 2333 @ CL
Technologies (International) Sdn Bhd
 |
CL TECHNOLOGIES (INTERNATIONAL) SDN
BHD (131433-U)
No.10-2,
Jalan Tanjung SD 13/2, Bandar Sri Damansara
52200, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz
|
SALES
ORDER
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
OFFICE MANAGEMENT SOFTWARE DEVELOPMENT |
1 |
101,100.00 |
101,100.00 |
| |
|
|
|
|
| |
● PHP Web Base Software Backend Development |
|
|
|
| |
● App Base Front End Development |
|
|
|
| |
● Server Storage Development |
|
|
|
| |
● Infra of Software/Server |
|
|
|
| |
● UAT Testing |
|
|
|
| |
● Firewall Infra/Software Security SSL |
|
|
|
| |
|
|
|
|
| |
Details: Refer to Appendix A |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
Sub Total (RM) : |
101,100.00 |
| Confirmed by Client: |
|
Prepared by: |
| |
|
|
| |
|
/s/ Ng Chen Lok |
| Acknowledged By: |
|
Sales Person: Ng Chen Lok |
|
CL TECHNOLOGIES (INTERNATIONAL) SDN
BHD (131433-U)
No.10-2,
Jalan Tanjung SD 13/2, Bandar Sri Damansara
52200, Kuala Lumpur
Tel:
+60 3 3310 0089 Email: sales@sagtec.biz
|
ACKNOWLEDGEMENT
FORM
| |
FORM NO: |
AF-2301/04 |
| |
INVOICE NO: |
CL-2301/04 |
| |
DATE: |
12/01/2023 |
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
OFFICE MANAGEMENT SOFTWARE DEVELOPMENT |
1 |
101,100.00 |
101,100.00 |
| |
|
|
|
|
| |
● PHP Web Base Software Backend Development |
|
|
|
| |
● App Base Front End Development |
|
|
|
| |
● Server Storage Development |
|
|
|
| |
● Infra of Software/Server |
|
|
|
| |
● UAT Testing |
|
|
|
| |
● Firewall Infra/Software Security SSL |
|
|
|
| |
|
|
|
|
| |
Details: Refer to Appendix A |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
Sub Total (RM) : |
101,100.00 |
| Confirmed by Client: |
|
| |
|
| |
|
| Acknowledged By: |
|
CL Technologies (International) Sdn Bhd (1314332-U)
No.10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur
Software
Development Agreement
This Software Development Agreement
(the “Agreement” or “Software Development Agreement”) dated 27.12.2022 is between KLC Ventures
Sdn Bhd (the “Client”) having its principal place of business at 1-8-2, Plaza Bukit Jalil (Aurora Sovo) No 1
Persiaran Jalil 1, Bandar Bukit Jalil, 57000 Kuala Lumpur, W.P.K.L. and CL Technologies (International) Sdn Bhd (the “Developer”)
having its principal place of business at No. 10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur who agrees to
bound by this Agreement and will become effective upon the date of signing and shall continue until the satisfactory completion of
the project.
WHEREAS, the Client has conceptualized an Office Management
Software (the “Software”) which is described in further detail on Appendix A, and the Developer is the contractor with
whom the Client has come to an agreement to develop the Software.
NOW, THEREFORE, in consideration of the mutual covenants
and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “party”
and collectively, the “Parties”) covenant and agrees as follows:
| 1.1. | Services. The Developer agrees to provide the according
services, |
| 1.1.1. | The Developer shall complete both the designing and development
of the Software according to the milestones as shown in Appendix A. |
| 1.1.2. | The Developer shall perform multiple testing on the Software
to ensure the quality assurance of the Software. |
| 1.1.3. | The Developer shall provide to the Client after Delivery Date,
implementation support, including training sessions of the Software if requested by the Client. |
| 1.1.4. | The Developer shall provide regular process updates and milestones
report to the Client. |
| 1.1.5. | For a period of 30 days post-final delivery of the product,
the Developer shall provide the Client maintenance and support solving problems regarding to the operation of the Software. |
CL Technologies (International) Sdn Bhd (1314332-U)
No.10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur
| 1.2. | Delivery. The Developer undertakes to deliver the completed
Software to the Client by a week before the Invoice is provided. Any unforeseen delays will be promptly communicated between the Client
and the Developer, accompanied by a revised project timeline. |
| 2. | ADDITIONAL WORK/CHANGE REQUESTS |
| 2.1. | Scope Changes. Any additional work requested by the Client
outside the original scope of the agreement will be considered as a change request. The Client shall submit a detailed description of
the requested changes to the Developer. |
| 2.2. | Change
Request. Any additional work requested by the Client will result additional charges.
The Developer shall provide the Client with a written estimated additional cost relating
with the change request, including any adjustments to the project timeline. |
| 3.1. | Fees. In consideration of the services rendered, the
Client agrees to pay the Developer the total amount according from the detailed invoice and to the following detailed payment schedule, |
| 3.1.1. | An initial payment of 50% upon signing of this Agreement to
ensure the Developer’s service and to initiate the development. |
| 3.1.2. | A second payment of 30% upon the successful delivery and acceptance
of the prototype. |
| 3.1.3. | Final payment of 20% upon the final delivery and acceptance
of the Software. |
| 3.2. | Accepted Payment Method. The Client agrees to make full
payment in Malaysian Ringgit Currency through Bank Transfer, Cheque or Cash specified by the Developer. |
| 3.3. | Late Payment Interest. Late payments may incur interest
at a rate of 1.5% per month after 30 calendar days from the due date. |
| 3.4. | Invoice. A detailed invoice shall be provided by the
Developer once both parties agreed and signed this contract agreement. |
| 4.1. | Ownership. Upon full payment, all rights, titles and
interest in the Software, including intellectual property rights, will be irrevocably and exclusively transferred to the Client. |
| 4.2. | Marketing. The Developer retains the right to showcase
the Software as part of its portfolio and for marketing purpose. The Developer agrees not to disclose any proprietary or confidential information belonging to the Client during
such showcasing. |
CL Technologies (International) Sdn Bhd (1314332-U)
No.10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur
| 4.3. | License.
The Client is granted a perpetual, non-exclusive license from the Developer to use the
Software for internal purposes. |
| 4.4. | Source Code.
The Developer shall provide the Client with a copy of source code upon final payment,
allowing the Client to modify and enhance the Software independently. |
| 4.5. | Ownership
Waiver. The Developer agrees not to claim any such ownership in the Software’s
intellectual property at any time prior to or after the completion and delivery of the Software
to the Client. |
| 5.1. | Confidentiality
Obligations. Both parties mutually agreed to maintain confidentiality of all proprietary
and non-public information (including, without limitation, (i) Business method, (ii) Proprietary
technical documentation, and (iii) All information relating to the Products and operations)
disclosed during the project. |
| 5.2. | Duration
of Confidentiality. The Confidentiality obligations shall survive the termination of
expiration of this Agreement permanently. |
| 6.1. | Performance. The Developer warrants that the Software
will be operating according to specifications shown in Appendix A. |
| 6.2. | Disclaimer. The Developer disclaims any other warranties,
express or implied, including fitness for a particular purpose, and makes no guarantees regarding the uninterrupted or error free operation
of the Software. |
| 6.3. | Bug Fixes.
For a period of 30 days post-final delivery, The Developer agrees to provide prompt bug
fixes and new updates for the Software. The Client shall report any bugs or issues to the
Developer, providing clear and detailed information to assist the Developer in reproducing
and addressing the problem. |
| 7. | GOVERNING LAW AND JURISDICITION. |
| 7.1. | Governing
Law. This Agreement is governed by Laws of Malaysia. |
| 7.2. | Jurisdiction.
Any disputes arising out of or in connection with this Agreement shall be subject to
the exclusive jurisdiction of the courts of Malaysia. |
CL Technologies (International)
Sdn Bhd (1314332-U)
No. 10-2, Jalan Tanjung
SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur
| 8.1. | Termination for Convenience. Either party may terminate
this Agreement with 7 days of written notice. |
| 8.2. | Termination of Cause. Either party may terminate immediately
for a material breach, (including, without limitation, (i) Breaching confidentiality obligations, (ii) Failure of payment, (iii) Violation
of intellectual property). |
In the event of termination caused by the Client,
the Developer shall refund any unearned portion of the fees paid for work not yet performed as of the termination date.
In the event of termination caused by the Developer, the Client shall
pay the Developer for all work completed up to the termination date, including any expenses incurred.
| 8.3. | Effect of Termination. Upon termination, the Client shall
promptly return any deliverables, documentations, or other materials provided by the Developer, without retaining any copies thereof. |
| 9.1. | Entire Agreement. This Agreement, including its appendix,
constitutes the entire understanding between the parties and supersedes any prior agreement. |
| 9.2. | Amendments. Any amendments or modifications must be writing
and signed by both parties. |
| 9.3. | Notices. Any notices or communications required or permitted
under this Agreement shall be in writing and shall be deemed given when delivered personally or recognized courier service, or when sent
by email with confirmation of receipt. |
IN WITNESS WHEREOF, each of the Parties
has executed this Agreement, both parties by its duly authorized officer, as of the day and year set forth below.
|
Signed by the Developer
Representative name
|
)
)
|
 |
|
Signed by the Client
Representative name |
)
) |
 |
CL Technologies (International) Sdn Bhd (1314332-U)
No 10, Jalan Tanjung
SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur
Appendix A
Client: KLC Ventures Sdn Bhd
Agreed Price of Software Development: RM101,100.00
Office Management Software Development
|
| |
| – |
PHP Web Base Software Backend Development |
| – |
App Base Front End Development |
| – |
Server Storage Development |
| – |
Infra of Software/Server |
| – |
UAT Testing |
| – |
Firewall Infra/Software Security SSL |
| Time Schedule: |
| |
| 1. |
Version I delivery & testing |
– |
01.01.2023 |
| 2. |
Version II delivery & UAT |
– |
04.01.2023 |
| 3. |
Final version delivery & UAT |
– |
08.01.2023 |
| 4. |
Delivery & Implementation Source Code Installation |
– |
12.01.2023 |
Exhibit 10.12
 |
|
INVOICE
SAG-2307/21 |
SAGTEC GROUP SDN BHD (Formerly Knows As
Signage Alliance Group Sdn Bhd)
COMPANY ID: 201801021489 (1283508-P)
NO 43-2, JALAN
BESAR KEPONG,
52100 KEPONG,
KUALA LUMPUR
Bill to:
| SM PROMINENT SDN BHD |
Invoice Date: |
15/12/2023 |
| |
|
| LOT 680, JALAN BATU 1 1/2, |
Terms: |
CASH ON DELIVERY |
| |
|
| JALAN BANGI, 43500 SEMENYIH, |
Your Ref.: |
|
| |
|
|
| SELANGOR |
|
|
| No |
|
Item & Description |
|
Qty |
|
Rate |
|
Amount |
| 1 |
|
Standing Food Ordering Kiosk With Touch Screen |
|
18.00 |
|
23,200.00 |
|
417,600.00 |
| |
|
|
|
|
|
|
|
|
| |
|
● Android Version |
|
|
|
|
|
|
| |
|
● 32" LCD Touch Screen |
|
|
|
|
|
|
| |
|
● Card Reader (bank card) |
|
|
|
|
|
|
| |
|
● QR Scanner |
|
|
|
|
|
|
| |
|
● Cash Note Component X2 |
|
|
|
|
|
|
| |
|
●
Wifi/Lan Supported |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
Remarks : Warranty 18 Month |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
RM 23,200 / Unit |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| 2 |
|
Transportation charges |
|
1.00 |
|
3,900.00 |
|
3,900.00 |
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| RINGGIT MALAYSIA: FOUR HUNDRED TWENTY ONE THOUSAND AND FIVE HUNDRED |
Total (RM) |
421,500.00 |
|
Notes
Thanks for your business.
Terms & Condition :
Term: COD
| Kindly pay to |
: RHB account: 21222800056601 @ Signage Alliance Group Sdn Bhd |
| |
: RHB account :
26232600012133 @ Signage Alliance Group Sdn Bhd |
| |
: Maybank account : 564584341636 @ Sagtec Group Sdn Bhd |
| |
: Affin Bank account : 105380003619
@ Sagtec Group Sdn Bhd |
| |
: Affin Bank account : 105380005125 @ Sagtec Group Sdn Bhd |
 |
SAGTEC
GROUP SDN BHD (1283508-P)
No
43-2, Jalan Besar Kepong,
52100
Kepong, Kuala Lumpur
Tel:
+60 3 3310 0089 Email : sales@sagtec.biz |
SALES
ORDER
| TO: |
SM
PROMINENT SDN BHD |
| |
|
| |
LOT
680, JALAN BATU 1 1/2, JALAN BANGI, 43500 SEMENYIH, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
Standing
Food Ordering Kiosk With Touch Screen |
18 |
23,200.00
| 417,600.00 |
| |
|
|
|
|
| |
● Android
Version |
|
|
|
| |
● 32”
LCD Touch Screen
| |
|
|
| |
● Card
Reader (bank card)
|
|
|
|
| |
● QR
Scanner
|
|
|
|
| |
● Cash
Note Component X2
|
|
|
|
| |
● Wifi/Lan
Supported
|
|
|
|
| |
|
|
|
|
| |
Remarks:
Warranty 18 Month |
|
|
|
| |
|
|
|
|
| |
RM
23,200 / Unit
|
|
|
|
| |
|
|
|
|
| 2 |
Transportation
charges
|
1 |
3,900.00
|
3,900.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub Total (RM) : |
421,500.00 |
| Confirmed by Client: |
|
Prepared by: |
| |
|
|
 |
|
/s/ Lim Teong Kuan |
| Acknowledged By: |
|
Sales Person: Lim Teong Kuan
|
|
SAGTEC GROUP SDN BHD (1283508-P)
No 43-2, Jalan Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel: +60 3 3310 0089 Email
: sales@sagtec.biz |
DELIVERY
ORDER
| |
DO NO: |
DO-2307/21 |
| |
INVOICE NO: |
SAG-2307/21 |
| |
DATE: |
19/07/2023 |
| TO: |
SM
PROMINENT SDN BHD |
| |
|
| |
LOT
680, JALAN BATU 1 1/2, JALAN BANGI, 43500 SEMENYIH, SELANGOR
|
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
Standing
Food Ordering Kiosk With Touch Screen |
18 |
23,200.00
|
417,600.00 |
| |
|
|
|
|
| |
● Android
Version |
|
|
|
| |
● 32''
LCD Touch Screen
|
|
|
|
| |
● Card
Reader (bank card)
|
|
|
|
| |
● QR
Scanner
|
|
|
|
| |
● Cash
Note Component X2
|
|
|
|
| |
● Wifi/Lan
Supported
|
|
|
|
| |
|
|
|
|
| |
Remarks:
Warranty 18 Month |
|
|
|
| |
|
|
|
|
| |
RM
23,200 / Unit
|
|
|
|
| |
|
|
|
|
| 2 |
Transportation
charges
|
1 |
3,900.00
|
3,900.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub Total (RM) : |
421,500.00 |
| Confirmed by Client: |
|
| |
|
 |
|
| Acknowledged By: |
|
 |
|
INVOICE
CL-2312/03 |
CL TECHNOLOGIES (INTERNATIONAL)
SDN BHD
COMPANY ID: 201901005005 (1314332-U)
NO 43-2, JALAN BESAR KEPONG,
52100 KEPONG,
KUALA LUMPUR
Bill to:
| SM PROMINENT SDN BHD |
Invoice Date: |
05/12/2023 |
| |
|
| LOT 680, JALAN BATU 1 1/2, |
Terms: |
CASH ON DELIVERY |
| |
|
| JALAN BANGI, 43500 SEMENYIH, |
Your Ref.: |
|
| |
|
|
| SELANGOR |
|
|
| No |
|
Item & Description |
|
Qty |
|
Rate |
|
Amount |
| 1 |
|
POWERBANK CHARGING STATION |
|
5.00 |
|
8,150.00 |
|
40,750.00 |
| |
|
|
|
|
|
|
|
|
| |
|
24slot Charging Port |
|
|
|
|
|
|
| |
|
● 24" LCD Display |
|
|
|
|
|
|
| |
|
● Androind Ver |
|
|
|
|
|
|
| |
|
● wifi/ Simcard Internet Support |
|
|
|
|
|
|
| |
|
● Powerbank Dispenser Prt |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
*Included 24 Unit Power bank |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| 2 |
|
DISCOUNT |
|
1.00 |
|
-750.00 |
|
(750.00) |
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| RINGGIT MALAYSIA : FORTY THOUSAND ONLY |
TOTAL (RM) |
40,000.00 |
|
Notes
Thanks for your business.
Terms & Condition :
Term : COD
| Kindly pay to |
: Maybank
account : 5645 8434 2333 @ CL Technologies (International) Sdn Bhd |
| |
: Affin Bank account : 105380005109 @ CL Technologies (International)
Sdn Bhd |
 |
CL TECHNOLOGIES (INTERNATIONAL)
SDN BHD (1314332-U)
No 43-1, Jalan Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel: +60 3 3310 0089 Email
: sales@sagtec.biz |
SALES
ORDER
| TO: |
SM PROMINENT SDN BHD |
| |
|
| |
LOT 680, JALAN BATU 1 1/2, JALAN BANGI, 43500
SEMENYIH, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
POWERBANK
CHARGING STATION |
5 |
8,150.00
|
40,750.00 |
| |
|
|
|
|
| |
24slot
Charging Port |
|
|
|
| |
●
24" LCD Display
|
|
|
|
| |
●
Androind Ver
|
|
|
|
| |
●
wifi/ Simcard Internet Support
|
|
|
|
| |
●
Powerbank Dispenser Prt
|
|
|
|
| |
|
|
|
|
| |
*Included
24 Unit Power bank |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT
|
1 |
-750.00
|
-750.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub Total (RM) : |
40,000.00 |
| Confirmed by Client: |
|
Prepared by: |
| |
|
|
 |
|
/s/ Ng Chen Lok |
| Acknowledged By: |
|
Sales Person: Ng Chen Lok
|
|
CL TECHNOLOGIES (INTERNATIONAL)
SDN BHD (1314332-U)
No 43-1, Jalan Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel: +60 3 3310 0089 Email
: sales@sagtec.biz |
DELIVERY
ORDER
| |
DO NO: |
DO-2312/03 |
| |
INVOICE NO: |
CL-2312/03 |
| |
DATE: |
05/12/2023 |
| TO: |
SM PROMINENT SDN BHD |
| |
|
| |
LOT 680, JALAN BATU 1 1/2, JALAN BANGI, 43500
SEMENYIH, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
POWERBANK
CHARGING STATION |
5 |
8,150.00
|
40,750.00 |
| |
|
|
|
|
| |
24slot
Charging Port |
|
|
|
| |
●
24" LCD Display
|
|
|
|
| |
●
Androind Ver
|
|
|
|
| |
●
wifi/ Simcard Internet Support
|
|
|
|
| |
●
Powerbank Dispenser Prt
|
|
|
|
| |
|
|
|
|
| |
*Included
24 Unit Power bank |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT
|
1 |
-750.00
|
-750.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Sub Total (RM} : |
40,000.00 |
| Confirmed by Client: |
|
| |
|
|
|
| Acknowledged By: |
|
| |
INVOICE
SAG-2308/20 |
SAGTEC
GROUP SDN BHD (Formerly Known As
Signage Alliance Group Sdn Bhd)
COMPANY
ID: 201801021489 (1283508-P)
NO
43-2, JALAN BESAR KEPONG,
52100
KEPONG,
KUALA
LUMPUR
| Bill to: |
|
|
| SM PROMINENT SDN BHD |
Invoice Date
: |
11/08/2023 |
| LOT 680, JALAN BATU 1 1/2, |
Terms : |
CASH ON
DELIVERY |
| JALAN BANGI, 43500
SEMENYIH, |
Your Ref. : |
|
| SELANGOR |
|
|
| No |
|
Item
& Description |
|
Qty |
|
Rate |
|
Amount |
| 1 |
|
OFFICE MANAGEMENT SOFTWARE DEVELOPMENT |
|
1.00 |
|
421,508.00 |
|
421,508.00 |
| |
|
|
|
|
|
|
|
|
| |
|
● |
PHP
Web Base Software Backend Development |
|
|
|
|
|
|
| |
|
● |
App
Base Front End Development |
|
|
|
|
|
|
| |
|
● |
Server
Storage Development |
|
|
|
|
|
|
| |
|
● |
Infra
of Software / Server |
|
|
|
|
|
|
| |
|
● |
UAT
Testing |
|
|
|
|
|
|
| |
|
● |
Firewall
Infra / Software Security SSL |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
Details: Refer to Appendix A |
|
|
|
|
|
|
| RINGGIT MALAYSIA :
FOUR HUNDRED TWENTY ONE THOUSAND FIVE HUNDRED AND |
|
Total
(RM) |
|
421,508.00 |
Notes
Thanks
for your business.
Terms
& Condition :
Term :
COD
| Kindly
pay to |
:
RHB account : 21222800056601@ Signage Alliance Group Sdn Bhd |
| |
: RHB account :
26232600012133 @ Signage Alliance Group Sdn Bhd |
| |
: Maybank
account : 564584341636 @ Sagtec Group Sdn Bhd |
| |
: Affin Bank
account : 105380003619 @ Sagtec Group Sdn Bhd |
| |
: Affin Bank
account : 105380005125 @ Sagtec Group Sdn Bhd |
|
SAGTEC
GROUP SDN BHD ( 1283508-P )
No 43-2, Jalan Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel: +60 3 3310 0089 Email
: sales@sagtec.biz |
SALES
ORDER
DATE :
05/08/2023
| TO : |
SM PROMINENT SDN BHD |
| |
|
| |
LOT 680, JALAN BATU 1 1/2, JALAN BANGI, 43500
SEMENYIH, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT
PRICE |
TOTAL |
| 1 |
OFFICE
MANAGEMENT SOFTWARE DEVELOPMENT |
1 |
421,508.00 |
421,508.00 |
| |
|
|
|
|
| |
● PHP
Web Base Software Backend Development |
|
|
|
| |
● App
Base Front End Development |
|
|
|
| |
● Server
Storage Development |
|
|
|
| |
● Infra
of Software / Server |
|
|
|
| |
● UAT
Testing |
|
|
|
| |
● Firewall
Infra / Software Security SSL |
|
|
|
| |
|
|
|
|
| |
Details:
Refer to Appendix A |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
Sub Total
(RM) : |
421,508.00 |
| Confirmed
by Client : |
|
Prepared
by: |
| |
|
|
 |
|
/s/
Lim Teong Kuan |
| Acknowledged
By: |
|
Sales Person:
Lim Teong Kuan |
|
SAGTEC
GROUP SDN BHD ( 1283508-P )
No 43-2, Jalan Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel: +60 3 3310 0089 Email
: sales@sagtec.biz |
ACKNOWLEDGMENT
FORM
| |
FORM
NO : |
AF-2308/20 |
| |
INVOICE
NO : |
SAG-2308/20 |
| |
DATE : |
11/08/2023 |
| TO: |
SM PROMINENT SDN BHD |
| |
|
| |
LOT 680, JALAN BATU 1 1/2, JALAN BANGI, 43500 SEMENYIH, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
OFFICE
MANAGEMENT SOFTWARE DEVELOPMENT |
1 |
421,508.00 |
421,508.00 |
| |
|
|
|
|
| |
● PHP
Web Base Software Backend Development |
|
|
|
| |
● App
Base Front End Development |
|
|
|
| |
● Server
Storage Development |
|
|
|
| |
● Infra
of Software / Server |
|
|
|
| |
● UAT
Testing |
|
|
|
| |
● Firewall
Infra/ Software Security SSL |
|
|
|
| |
|
|
|
|
| |
Details:
Refer to Appendix A |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
| |
Sub Total
(RM) : |
421,508.00 |
| Confirmed
by Client: |
|
| |
|
| |
|
| Acknowledged
By: |
|
SAGTEC
Group Sdn Bhd (1283508-P)
No.43-2,
Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
Software
Development Agreement
This
Software Development Agreement (the “Agreement” or “Software Development Agreement”) dated
20.07.2023 is between SM Prominent Sdn Bhd (the “Client”) having its principal place of business at
Lot 680, Jalan Batu 1 1/2, Jalan Bangi, 43500 Semenyih, Selangor and SAGTEC Group Sdn Bhd (the “Developer”) having its principal place of business at No. 43-2, Jalan Besar
Kepong, Metro Prima, Kepong, 52100 Kuala Lumpur, who agrees to bound by this Agreement and will become effective upon the date of
signing and shall continue until the satisfactory completion of the project.
WHEREAS,
the Client has conceptualized an Office Management Software (the “Software”) which is described in further detail
on Appendix A, and the Developer is the contractor with whom the Client has come to an agreement to develop the Software.
NOW,
THEREFORE, in consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the
Developer and the Client (individually, each a “party” and collectively, the “Parties”) covenant
and agrees as follows:
On
Behalf Project For: Client of SM Prominent 00001)
| 1.1. | Services.
The Developer agrees to provide the according services, |
| 1.1.1. | The
Developer shall complete both the designing and development of the Software according to
the milestones as shown in Appendix A. |
| 1.1.2. | The
Developer shall perform multiple testing on the Software to ensure the quality assurance
of the Software. |
| 1.1.3. | The
Developer shall provide to the Client after Delivery Date, implementation support, including
training sessions of the Software if requested by the Client. |
| 1.1.4. | The
Developer shall provide regular process updates and milestones report to the Client. |
| 1.1.5. | For
a period of 30 days post-final delivery of the product, the Developer shall provide the Client
maintenance and support solving problems regarding to the operation of the Software. |
SAGTEC
Group Sdn Bhd (1283508-P)
No.43-2, Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
| 1.2. | Delivery.
The Developer undertakes to deliver the completed Software to the Client by a week before
the Invoice is provided. Any unforeseen delays will be promptly communicated between the
Client and the Developer, accompanied by a revised project timeline. |
| 2. | ADDITIONAL
WORK/CHANGE REQUESTS |
| 2.1. | Scope
Changes. Any additional work requested by the Client outside the original scope of the
agreement will be considered as a change request. The Client shall submit a detailed description
of the requested changes to the Developer. |
| 2.2. | Change
Request. Any additional work requested by the Client will result additional charges.
The Developer shall provide the Client with a written estimated additional cost relating
with the change request, including any adjustments to the project timeline. |
| 3.1. | Fees.
In consideration of the services rendered, the Client agrees to pay the Developer the
total amount according from the detailed invoice and to the following detailed payment schedule, |
| 3.1.1. | An
initial payment of 50% upon signing of this Agreement to ensure the Developer’s service and
to initiate the development. |
| 3.1.2. | A
second payment of 30% upon the successful delivery and acceptance of the prototype. |
| 3.1.3. | Final
payment of 20% upon the final delivery and acceptance of the Software. |
| 3.2. | Accepted
Payment Method. The Client agrees to make full payment in Malaysian Ringgit Currency
through Bank Transfer, Cheque or Cash specified by the Developer. |
| 3.3. | Late
Payment Interest. Late payments may incur interest at a rate of 1.5% per month after
30 calendar days from the due date. |
| 3.4. | Invoice.
A detailed invoice shall be provided by the Developer once both parties agreed and signed
this contract agreement. |
| 4.1. | Ownership.
Upon full payment, all rights, titles and interest in the Software, including intellectual
property rights, will be irrevocably and exclusively transferred to the Client. |
| 4.2. | Marketing.
The Developer retains the right to showcase the Software as part of its portfolio and
for marketing purpose. The Developer agrees not to disclose any proprietary or confidential information
belonging to the Client during such showcasing. |
SAGTEC
Group Sdn Bhd (1283508-P)
No.43-2, Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
| 4.3. | License.
The Client is granted a perpetual, non-exclusive license from the Developer to use the
Software for internal purposes. |
| 4.4. | Source
Code. The Developer shall provide the Client with a copy of source code upon final payment,
allowing the Client to modify and enhance the Software independently. |
| 4.5. | Ownership
Waiver. The Developer agrees not to claim any such ownership in the Software’s intellectual
property at any time prior to or after the completion and delivery of the Software to the
Client. |
| 5.1. | Confidentiality
Obligations. Both parties mutually agreed to maintain confidentiality of all proprietary
and non-public information (including, without limitation, (i) Business method, (ii) Proprietary
technical documentation, and (iii) All information relating to the Products and operations)
disclosed during the project. |
| 5.2. | Duration
of Confidentiality. The Confidentiality obligations shall survive the termination of
expiration of this Agreement permanently. |
| 6.1. | Performance.
The Developer warrants that the Software will be operating according to specifications
shown in Appendix A. |
| 6.2. | Disclaimer.
The Developer disclaims any other warranties, express or implied, including fitness for
a particular purpose, and makes no guarantees regarding the uninterrupted or error free operation
of the Software. |
| 6.3. | Bug
Fixes. For a period of 30 days post-final delivery, The Developer agrees to provide
prompt bug fixes and new updates for the Software. The Client shall report any bugs or issues
to the Developer, providing clear and detailed information to assist the Developer in reproducing
and addressing the problem. |
| 7. | GOVERNING
LAW AND JURISDICITION. |
| 7.1. | Governing
Law. This Agreement is governed by Laws of Malaysia. |
| 7.2. | Jurisdiction.
Any disputes arising out of or in connection with this Agreement shall be subject to
the exclusive jurisdiction of the courts of Malaysia. |
SAGTEC Group Sdn Bhd
(1283508-P)
No.43-2, Jalan Besar Kepong,
Metro Prima, 52100 Kepong, Kuala Lumpur
| 8.1. | Termination for
Convenience. Either party may terminate this Agreement with 7 days of written notice. |
| 8.2. | Termination of Cause. Either party may terminate immediately for a material breach, (including, without limitation, (i) Breaching confidentiality obligations, (ii) Failure of payment, (iii) Violation of intellectual property).
In the event of termination caused by the Client, the Developer shall refund any unearned portion of the fees paid for work not yet performed as of the termination date.
In the event of termination caused by the Developer, the Client shall pay the Developer for all work completed up to the termination date, including any expenses incurred. |
| 8.3. | Effect of Termination.
Upon termination, the Client shall promptly return any deliverables, documentations,
or other materials provided by the Developer, without retaining any copies thereof. |
| 9.1. | Entire Agreement.
This Agreement, including its appendix, constitutes the entire understanding between
the parties and supersedes any prior agreement. |
| 9.2. | Amendments.
Any amendments or modifications must be writing and signed by both parties. |
| 9.3. | Notices. Any
notices or communications required or permitted under this Agreement shall be in writing
and shall be deemed given when delivered personally or recognized courier service, or when
sent by email with confirmation of receipt. |
IN WITNESS WHEREOF, each
of the Parties has executed this Agreement, both parties by its duly authorized officer, as of the day and year set
forth below.
Signed by the Developer
Representative name
|
) ) |
 |
| |
|
|
Signed by the Client
Representative name
|
) ) |
 |
SAGTEC Group Sdn Bhd (1283508-P)
No. 43-2, Jalan Besar Kepong, Metro
Prima, 52100 Kepong, Kuala Lumpur
Appendix A
Client: SM Prominent Sdn Bhd
Agreed Price
of Software Development: RM421,508.00
Office Management Software
Development
| |
– |
PHP Web Base Software Backend Development |
| |
– |
App Base Front End Development |
| |
– |
Server Storage Development |
| |
– |
Infra of Software/Server |
| |
– |
UAT Testing |
| |
– |
Firewall Infra/Software Security SSL |
Time Schedule:
| |
1. |
Version I delivery & testing |
– 26.07.2023 |
| |
2. |
Version II delivery & UAT |
– 01.08.2023 |
| |
3. |
Final version delivery & UAT |
– 05.08.2023 |
| |
4. |
Delivery & Implementation
Source Code Installation |
– 11.08.2023 |
|
INVOICE |
| SAG-2307/16 |
SAGTEC GROUP SDN BHD (Formerly Known As
Signage Alliance Group Sdn Bhd)
COMPANY ID: 201801021489 (1283508-P)
NO 43-2, JALAN BESAR KEPONG,
52100 KEPONG,
KUALA LUMPUR
| Bill to : |
|
|
|
| SM PROMINENT
SDN BHD |
Invoice
Date |
: |
16/07/2023 |
| LOT 680, JALAN BATU 1
1/2, |
Terms |
: |
CASH
ON DELIVERY |
| JALAN BANGI, 43500 SEMENYIH, |
Your
Ref. |
: |
|
| SELANGOR |
|
|
|
| No |
|
Item & Description |
|
Qty |
|
Rate |
|
Amount |
| 1 |
|
SPEED+ MOBILE OR ORDERING SYSTEM |
|
543.00 |
|
999.00 |
|
542,457.00 |
| |
|
|
|
|
|
|
|
|
| |
|
● QR Code Order Generator |
|
|
|
|
|
|
| |
|
● QR Table Service |
|
|
|
|
|
|
| |
|
● QR Code Scan to kitchen |
|
|
|
|
|
|
| |
|
● Link Connection with POS System |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
Reseller Price |
|
|
|
|
|
|
| |
|
- RM999/Year/License |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| 2 |
|
DISCOUNT |
|
1.00 |
|
-477.00 |
|
(477.00) |
| RINGGIT MALAYSIA : FIVE HUNDRED FORTY ONE THOUSAND NINE HUNDRED AND |
Total (RM) |
541,980.00 |
|
Notes
Thanks for your business.
Terms & Condition
Term: COD
|
| Kindly pay to |
: RHB account : 21222800056601 @ Signage Alliance Group Sdn Bhd |
| |
: RHB account : 26232600012133 @ Signage Alliance Group Sdn Bhd |
| |
: Maybank account : 564584341636 @ Sagtec Group Sdn Bhd |
| |
: Affin Bank account : 105380003619 @ Sagtec Group Sdn Bhd |
| |
: Affin Bank account : 105380005125 @ Sagtec Group Sdn Bhd |
|
SAGTEC GROUP SDN
BHD ( 1283508-P )
No 43-2, Jalan
Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel: +60
3 3310 0089 Email
: sales@sagtec.biz |
SALES
ORDER
DATE : 12/07/2023
| TO: |
SM PROMINENT SDN BHD |
| |
|
| |
LOT 680, JALAN BATU 1 1/2, JALAN BANGI, 43500
SEMENYIH, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
SPEED+
MOBILE QR ORDERING SYSTEM |
543 |
999.00 |
542,457.00 |
| |
|
|
|
|
| |
● QR Code Order Generator |
|
|
|
| |
● QR Table Service |
|
|
|
| |
● QR Code Scan to kitchen |
|
|
|
| |
● Link
Connection with POS System |
|
|
|
| |
|
|
|
|
| |
Reseller Price |
|
|
|
| |
- RM999/Year/License |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT |
1 |
-477.00 |
-477.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
Sub Total (RM) : |
541,980.00 |
| Confirmed by Client: |
|
Prepared by: |
| |
|
|
 |
|
/s/ Lim Teong Wei |
| Acknowledged By: |
|
Sales Person: Lim Teong Wei |
|
SAGTEC GROUP SDN
BHD ( 1283508-P )
No 43-2, Jalan
Besar Kepong,
52100 Kepong, Kuala Lumpur
Tel: +60
3 3310 0089 Email
: sales@sagtec.biz |
ACKNOWLEDGMENT
FORM
| |
FORM NO: |
AF-2307/16 |
| |
INVOICE NO: |
SAG-2307/16 |
| |
DATE: |
16/07/2023 |
| TO: |
SM PROMINENT SDN BHD |
| |
|
| |
LOT 680, JALAN BATU 1 1/2, JALAN BANGI, 43500 SEMENYIH, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
SPEED+ MOBILE QR ORDERING SYSTEM |
543 |
999.00 |
542,457.00 |
| |
|
|
|
|
| |
● QR Code Order Generator |
|
|
|
| |
● QR Table Service |
|
|
|
| |
● QR Code Scan to kitchen |
|
|
|
| |
● Link
Connection with POS System |
|
|
|
| |
|
|
|
|
| |
Reseller
Price |
|
|
|
| |
- RM999/Year/License |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT |
1 |
-477.00 |
-477.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
SubTotal (RM) : |
541,980.00 |
| Confirmed by Client: |
|
| |
|
 |
|
| Acknowledged By: |
|
Exhibit 10.13
 | INVOICE
CL-2308/09 |
CL TECHNOLOGIES (INTERNATIONAL)
SDN BHD
COMPANY ID: 201901005005
(1314332-U)
NO 43-2, JALAN BESAR KEPONG,
52100 KEPONG,
KUALA LUMPUR
| Bill to : | |
|
| | |
|
| RAMS SOLUTIONS SDN BHD | |
|
| | |
|
| B-04-05, TAMARIND SQUARE, | Invoice Date : |
15/08/2023 |
| | |
|
| PERSIARAN MULTIMEDIA, | Terms : |
CASH ON DELIVERY |
| | |
|
| 63000, CYBERJAYA, SELANGOR | Your Ref. : |
|
| No | |
Item & Description | |
Qty | |
Rate | |
Amount |
| 1 | |
POWERBANK CHARGING STATION | |
51.00 | |
8,750.00 | |
446,250.00 |
| | |
| |
| |
| |
|
| | |
24slot Charging Port | |
| |
| |
|
| | |
● 24” LCD Display | |
| |
| |
|
| | |
● Androind Ver | |
| |
| |
|
| | |
● wifi/ Simcard Internet Support | |
| |
| |
|
| | |
● Powerbank Dispenser Prt | |
| |
| |
|
| | |
| |
| |
| |
|
| | |
*Included 24 Unit Power bank | |
| |
| |
|
| | |
| |
| |
| |
|
| 2 | |
DISCOUNT | |
1.00 | |
-6,450.00 | |
(6,450.00) |
| | |
| |
| |
| |
|
| | |
| |
| |
| |
|
| | |
| |
| |
| |
|
| | |
| |
| |
| |
|
| RINGGIT
MALAYSIA : FOUR HUNDRED THIRTY NINE THOUSAND AND EIGHT HUNDRED ONLY |
Total (RM) |
439,800.00 |
|
Notes
Thanks for your business.
Terms & Condition :
| Term : COD | | |
| Kindly pay to | : Maybank account : | 5645 8434 2333 @ CL Technologies (International) Sdn Bhd |
| | : Affin Bank account : | 105380005109 @ CL Technologies (International) Sdn Bhd |
 |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (1314332-U)
No 43-1, Jalan Besar Kepong, |
| 52100 Kepong, Kuala Lumpur |
| Tel: +60 3 3310 0089
Email : sales@sagtec.biz |
SALES
ORDER
| |
DATE: 10/08/2023 |
| |
|
| TO : |
RAMS SOLUTIONS SDN BHD |
| |
|
| |
B-04-05, TAMARIND SQUARE, PERSIARAN MULTIMEDIA, 63000, CYBERJAYA, SELANGOR |
| |
|
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
POWERBANK CHARGING STATION |
51 |
8,750.00 |
446,250.00 |
| |
|
|
|
|
| |
24slot Charging Port |
|
|
|
| |
● 24” LCD Display |
|
|
|
| |
● Androind
Ver |
|
|
|
| |
● wifi/ Simcard Internet Support |
|
|
|
| |
● Powerbank Dispenser Prt |
|
|
|
| |
|
|
|
|
| |
*Included 24 Unit Power bank |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT |
1 |
-6,450.00 |
-6,450.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
| |
Sub Total (RM) : |
439,800.00 |
| Confirmed by Client : |
|
Prepared by: |
| |
|
|
 |
|
/s/ Ng Chen Lok |
| Acknowledged By: |
|
Sales Person: Ng Chen Lok |
| |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (1314332-U)
No 43-1, Jalan Besar Kepong, |
| 52100 Kepong, Kuala Lumpur |
| Tel: +60 3 3310 0089
Email : sales@sagtec.biz |
DELIVERY ORDER
| |
DO NO
: |
DO-2308/09 |
| |
INVOICE NO : |
CL-2308/09 |
| |
DATE : |
15/08/2023 |
| TO : |
RAMS SOLUTIONS SDN BHD |
| |
|
| |
B-04-05, TAMARIND SQUARE, PERSIARAN MULTIMEDIA, 63000, CYBERJAYA, SELANGOR |
| NO |
DESCRIPTION |
QTY |
UNIT PRICE |
TOTAL |
| 1 |
POWERBANK CHARGING STATION |
51 |
8,750.00 |
446,250.00 |
| |
|
|
|
|
| |
24slot Charging Port |
|
|
|
| |
● 24” LCD Display |
|
|
|
| |
● Androind
Ver |
|
|
|
| |
● wifi/ Simcard Internet Support |
|
|
|
| |
● Powerbank Dispenser Prt |
|
|
|
| |
|
|
|
|
| |
*Included 24 Unit Power bank |
|
|
|
| |
|
|
|
|
| 2 |
DISCOUNT |
1 |
-6,450.00 |
-6,450.00 |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
| |
Sub Total (RM) : |
439,800.00 |
| Confirmed by Client : |
|
|
| |
|
|
 |
|
|
| Acknowledged By: |
|
|
Exhibit 10.14
PRODUCT SALES AGREEMENT
This
Product Sales Agreement (this “Agreement”) is made as of 1st March 2022 (the “Effective
Date”), by and between ShenZhen Yibaite Software Co. Ltd. with an address of Building 1, Block B-707, Huai De Mall, Fu Yong Road, Bao An, Shen Zhen, China (the “Seller”)
and Sagtec Group Sdn Bhd, with an address of No 10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur, (the “Customer”), also
individually referred to as “Party”, and collectively “the Parties.”
NOW, THEREFORE,
for and in consideration of the mutual promises and covenants hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby duly acknowledged, Seller and Customer covenant and agree as follows:
| A. | Description of the Product. Seller shall sell to Customer,
and Customer shall purchase from Seller the following products: |
| a. | Food Ordering Kiosk Machine |
| d. | High Speed Ram Multi Hit Entry Server |
| B. | Price. The Seller agrees to sell the Goods to the Customer.
The Seller will provide an invoice to the Customer at the time of delivery. All invoices must be paid, in full, before the delivery of
the products. |
| C. | Delivery. The Product shall be shipped to Customer by
Seller after payment for the Product and shipping is made in full (the “Shipment Date”). |
| D. | Terms and Conditions. The
Terms and Conditions of Sale attached hereto as Exhibit “A’’ are incorporated into this Agreement by reference as if fully
set forth herein. |
IN WITNESS
WHEREOF, the undersigned has caused this Agreement to be executed as of the date first set forth above.
| |
SELLER: |
|
CUSTOMER:! |
| |
By: |
/s/ WEI, RAN |
 |
|
By: |
/s/ Ng Chen Lok |
 |
| |
Name: |
WEI, RAN |
|
Name: |
Ng Chen Lok |
| |
Date: |
1/3/22 |
|
Date: |
1.3.2022 |
EXHIBIT A
TERMS AND CONDITIONS OF SALE
| 1. | Terms and Conditions.
These Terms and Conditions of Sale (these “Terms”) apply to the sale and delivery
by Seller to Customer of the Product as set forth in the Agreement to which these Terms are
attached. These Terms are incorporated into the Agreement and, in combination therewith,
constitute the entire agreement between the parties with respect to the sale and delivery
of the Product. The Agreement is expressly limited to these Terms, and any and all terms
or provisions submitted by Customer which add to, conflict with, or otherwise modify these
Terms or the Agreement are expressly rejected. |
| 2. | Risk of Loss. Risk of loss of the Product shall transfer
to Customer on the Shipment Date. |
| 3. | Title. Notwithstanding delivery of the Product or
any other provision of these Terms, title to the Product shall not pass to Customer until Seller has received payment in full for the
invoiced amount for the Product and payment of all other monies then due or owing to Seller. |
| 4. | Disclaimer of Warranties.
THE GOODS ARE SOLD ‘AS IS’. THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. |
| 5. | Consequential Damages;
Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement,
Seller and Customer waive all claims against each other for any consequential, incidental,
indirect, special, exemplary or punitive damages (including but not limited to, loss of actual
or anticipated profits, revenues or product; or loss of use), and regardless of whether any
such claim arises out of breach of contract, tort, product liability, indemnity, contribution,
strict liability or any other legal theory. |
| 6. | Default; Cancellation
and Remedies. The occurrence of any one or more of the following matters, and the continuation
of the same for seven (7) days after Customer’s receipt of written notice thereof from
Seller, shall constitute a default under the Agreement (a “Default”): (a) failure
by Customer to observe and perform any covenant, condition or agreement on its part to be
observed or performed hereunder, (b) the insolvency, dissolution, or liquidation of Customer,
or the filing of a petition in bankruptcy by or against Customer or the adjudication of Customer
as bankrupt, or any general assignment by Customer for the benefit of its creditors, or the
application for, or consent to, the appointment of any receiver, trustee, custodian, or similar
officer by Customer; or (c) failure (or admission in writing of inability or unwillingness)
by Customer to pay amounts due and payable to Seller hereunder. In the event of a Default,
Seller may avail itself of any and all rights or remedies available at law or in equity. |
| 7. | Cancellation; Additional Remedies for Customer’s
Default. The Agreement is not subject to cancellation except by mutual written agreement of the parties. |
| 8. | Governing Law. The Parties agree that this Agreement
shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different
States and/or Countries, this Agreement shall be governed by Malaysia law. |
| 9. | Notices. All notices required hereunder shall be in
writing and shall be deemed properly served if delivered in person or
by reputable overnight courier service, or if sent by registered or certified
mail, with postage prepaid and return receipt requested, to the addresses in the Agreement or to such addresses as a party may designate
from time to time pursuant to this Section 13. All notices shall be deemed received on the date of delivery or attempted delivery, if
delivered in person, or if mailed, on the date which is two (2) days after the date such notice is deposited in the mail. |
| 10. | Severability. In the event any provision of this Agreement
is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable. |
| 11. | Authority to Execute. Each party represents and warrants
to the other that the Agreement has been duly authorized, executed and delivered by and on behalf of each such party and constitutes
the legal, valid and binding agreement of said parties. This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.
No counterpart shall be effective until each party has executed at least one counterpart. |
| 12. | No Waiver. No course of dealing or failure of Seller
or Customer to strictly enforce any term, right or conditions of this Agreement shall be construed as a waiver of such term, right or
condition. No express waiver of any term, right or condition of this Agreement shall operate as a waiver of any other term, right or
condition. |
| 13. | Compliance with Laws and Regulations. Customer is
responsible for complying with any and all applicable federal, state and local laws, codes, ordinances, rules, regulations, and administrative
orders, including, without limitation, export and import laws, rules and regulations and any and all other product safety laws, rules
and regulations. |
| 14. | Modification. Notwithstanding anything contained herein,
these Terms may be modified or changed only by a written amendment to the Agreement signed by Seller and Customer. |
| 15. | Termination. If Customer uses the Product for any
use other than as specified herein, this Agreement shall be null and void and Customer’s right to use the Product shall immediately
cease without further action by Seller. |
PRODUCT SALES AGREEMENT
This
Product Sales Agreement (this “Agreement”) is made as of 1st April 2022 (the “Effective
Date”), by and between ShenZhen Yibaite Software Co. Ltd. with an address of Building 1, Block B-707, Huai De Mall,
Fu Yong Road, Bao An, Shen Zhen, China (the “Seller”) and CL Technologies (International) Sdn Bhd, with an
address of No 10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur, (the “Customer”), also
individually referred to as “Party”, and collectively “the Parties.”
NOW, THEREFORE, for and in consideration of the mutual promises and covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which is hereby duly acknowledged, Seller and Customer covenant and agree as follows:
| A. | Description of the Product. Seller shall sell to Customer,
and Customer shall purchase from Seller the following products: |
| c. | High Speed Ram Multi Hit Entry Server |
| d. | Power Bank Charging Station (Kiosk Device w/32” Screen) |
| e. | Power Bank Charging Station (Table Kiosk No Screen) |
| B. | Price. The Seller agrees to sell the Goods to the Customer.
The Seller will provide an invoice to the Customer at the time of delivery. All invoices must be paid, in full, before the delivery of
the products. |
| C. | Delivery. The Product shall be shipped to Customer by
Seller after payment for the Product and shipping is made in full (the “Shipment Date”). |
| D. | Terms and Conditions. The Terms and Conditions of Sale
attached hereto as Exhibit “A” are incorporated into this Agreement by reference as if fully set forth herein. |
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date first set forth above.
| |
SELLER: |
|
CUSTOMER: |
| |
By: |
/s/ WEI, RAN |
|
|
By: |
/s/ Ng Chen Lok |
 |
| |
Name: |
WEI, RAN |
|
Name: |
Ng Chen Lok |
| |
Date: |
1.4.22 |
|
Date: |
01/04/2022 |
EXHIBIT A
TERMS AND CONDITIONS OF SALE
| 1. | Terms and Conditions. These Terms and Conditions of
Sale (these “Terms”) apply to the sale and delivery by Seller to Customer of the Product as set forth in the Agreement to
which these Terms are attached. These Terms are incorporated into the Agreement and, in combination therewith, constitute the entire
agreement between the parties with respect to the sale and delivery of the Product. The Agreement is expressly limited to these Terms,
and any and all terms or provisions submitted by Customer which add to, conflict with, or otherwise modify these Terms or the Agreement
are expressly rejected. |
| 2. | Risk of Loss. Risk of loss of the Product shall transfer
to Customer on the Shipment Date. |
| 3. | Title. Notwithstanding delivery of the Product or
any other provision of these Terms, title to the Product shall not pass to Customer until Seller has received payment in full for the
invoiced amount for the Product and payment of all other monies then due or owing to Seller. |
| 4. | Disclaimer of Warranties. THE GOODS ARE SOLD ‘AS
IS’. THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. |
| 5. | Consequential Damages; Limitation of Liability. Notwithstanding
anything to the contrary contained in this Agreement, Seller and Customer waive all claims against each other for any consequential,
incidental, indirect, special, exemplary or punitive damages (including but not limited to, loss of actual or anticipated profits, revenues
or product; or loss of use), and regardless of whether any such claim arises out of breach of contract, tort, product liability, indemnity,
contribution, strict liability or any other legal theory. |
| 6. | Default; Cancellation and Remedies. The occurrence
of any one or more of the following matters, and the continuation of the same for seven (7) days after Customer’s receipt of written
notice thereof from Seller, shall constitute a default under the Agreement (a “Default”): (a) failure by Customer to observe
and perform any covenant, condition or agreement on its part to be observed or performed hereunder, (b) the insolvency, dissolution,
or liquidation or Customer, or the filing of a petition in bankruptcy by or against Customer or he adjudication of Customer as bankrupt,
or any general assignment by Customer for the benefit of its creditors, or the application for, or consent to, the appointment of any
receiver, trustee, custodian, or similar officer by Customer; or (c) failure (or admission in writing of inability or unwillingness)
by Customer to pay amounts due and payable to Seller hereunder. In the event of a Default, Seller may avail itself of any and all rights
or remedies available at law or in equity. |
| 7. | Cancellation: Additional Remedies for Customer’s
Default. The Agreement is not subject to cancellation except by mutual written agreement of the parties. |
| 8. | Governing Law. The Parties agree that this Agreement
shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different
States and/or Countries, this Agreement shall be governed by Malaysia law. |
| 9. | Notices. All notices required hereunder shall be in
writing and shall be deemed properly served if delivered in person or
by reputable overnight courier service, or if sent by registered or certified mail, with postage prepaid and return receipt requested,
to the addresses in the Agreement or to such addresses as a party may designate from time to time pursuant to this Section 13. All notices
shall be deemed received on the date of delivery or attempted delivery, if
delivered in person, or if mailed, on the date which is two (2) days after the date such notice is deposited in the mail. |
| 10. | Severability. In the event any provision of this Agreement
is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable. |
| 11. | Authority to Execute. Each party represents and warrants
to the other that the Agreement has been duly authorized, executed and delivered by and on behalf of each such party and constitutes
the legal, valid and binding agreement of said parties. This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.
No counterpart shall be effective until each party has executed at least one counterpart. |
| 12. | No Waiver. No course of dealing or failure of Seller
or Customer to strictly enforce any term, right or conditions of this Agreement shall be construed as a waiver of such term, right or
condition. No express waiver of any term, right or condition of this Agreement shall operate as a waiver of any other term, right or
condition. |
| 13. | Compliance with Laws and Regulations. Customer is
responsible for complying with any and all applicable federal, state and local laws, codes, ordinances, rules, regulations, and administrative
orders, including, without limitation, export and import laws, rules and regulations and any and all other product safety laws, rules
and regulations. |
| 14. | Modification. Notwithstanding anything contained herein,
these Terms may be modified or changed only by a written amendment to the Agreement signed by Seller and Customer. |
| 15. | Termination. If Customer uses the Product for any
use other than as specified herein, this Agreement shall be null and void and Customer’s right to use the Product shall immediately
cease without further action by Seller. |
Exhibit 10.15
SALES AGREEMENT
This Sales Agreement (the “Agreement”) is entered
into 1st April 2021 (the “Effective Date”), by and between ShenZhen Adkiosk Technology Co. Ltd. with an
address of Building A-11, Haosi Nanpu Tech Industrial Zone, Nanpu Road, Shajing ST, Bao An, Shen Zhen, China
(the “Seller”) and CL Technologies (International) Sdn Bhd, with an address of No 10-2, Jalan Tanjung SD
13/2, Bandar Sri Damansara, 52200 Kuala Lumpur, (the “Buyer”), also individually referred to as
“Party”, and collectively “the Parties.”
BACKGROUND:
The Seller is the manufacturer/distributor of the following product(s):
1. Server AP01 PLUS
2. Proxy Cloud Server
3. High Speed Ram Multi Hit Entry Server
4. Power Bank Charging Station (Kiosk Device w/32" Screen)
5. Power Bank Charging Station (Table Kiosk No Screen)
and
The Buyer wishes to purchase the aforementioned product(s).
THEREFORE, the Parties agree as follows:
| l. | Delivery. The
Seller shall deliver the Goods to the Buyer at the buyer’s office address. The Goods
shall be deemed delivered when the Buyer has accepted delivery at the above-referenced location. |
| 2. | Purchase Price &
Payments. The Seller agrees to sell the Goods to the Buyer. The Seller will provide an
invoice to the Buyer at the time of delivery. All invoices must be paid, in full, before
the delivery of the products. |
| 3. | Inspection of Goods
& Rejection. The Buyer is entitled to inspect the Goods upon delivery. If the Goods
are unacceptable for any reason, the Buyer must reject them at the time of delivery or within
five (5) business days from the date of delivery. If the Buyer has not rejected the Goods
within five (5) business days from the date of delivery, the Buyer shall have waived any
right to reject that specific delivery of Goods. In the event the Buyer rejects the Goods,
the Buyer shall allow the Seller a reasonable time to cure the deficiency. A reasonable time
period shall be determined by industry standards for the particular Goods, as well as the
Seller and the Buyer. |
| Sales Contract | | Page 1 of 3 |
| 4. | Risk of Loss. Risk of loss will be on the Seller until
the time when the Buyer accepts delivery. The Seller shall maintain any and all necessary insurance in order to insure the Goods against
loss at the Seller’s own expense. |
| 5. | Title. Title to the Goods will remain with the Seller
until the Buyer accepts delivery. |
| 6. | Excuse for Delay or Failure to Perform. The Seller
will not be liable to the Buyer for any delay, non-delivery or default of this Agreement due to labor disputes, transportation shortage,
delay or shortage of materials to produce the Goods, fires, accidents, Acts of God, or any other causes outside of the Seller’s control.
The Seller shall notify the Buyer immediately upon realization that it will not be able to deliver the Goods as promised. Either Party
may terminate this Agreement upon such notice. |
| 7. | Termination. This Agreement may be terminated at any
time by either Party upon written notice to the other Party. The Buyer will be responsible for payment of all Goods delivered and accepted
up to the date of termination. |
| 8. | Disclaimer of Warranties. THE GOODS ARE SOLD ‘AS IS’.THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. |
| 9. | Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR
THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH. |
| 10. | Severability. In the event any provision of this Agreement
is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable. |
| 11. | Waiver. The failure by either Party to exercise any
right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of
that right, power, or privilege or the exercise of any other right, power, or privilege. |
| Sales Contract | | Page 2 of 3 |
| 12. | Remedies and Legal Fees. In the event of a dispute,
the Buyer’s sole remedy for any and all losses or damages resulting from defective Goods or from any other cause will be for the purchase
price of the particular Goods with respect to which losses or damages are claimed, plus any shipping costs paid by the Buyer. In the
event such dispute results in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its
attorneys’ fees. |
| 13. | Legal and Binding Agreement. This Agreement is legal
and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States
and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement. |
| 14. | Governing Law and Jurisdiction. The Parties agree
that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do
business in different States and/or Countries, this Agreement shall be governed by Malaysia law. |
| 15. | Entire Agreement. The Parties acknowledge and agree
that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise
modify any terms, they shall do so in writing to be signed by both Parties. |
The Parties agree to the terms and conditions set forth above as demonstrated
by their signatures as follows:
| Seller |
|
 |
| |
|
| Signed: |
/s/ Feng Lang |
| Name: |
Feng Lang |
| Date: |
01.04.2021 |
| Buyer |
|
 |
| |
|
| Signed: |
/s/ Ng Chen Lok |
| Name: |
Ng Chen Lok |
| Date: |
01.04.2021 |
| Sales Contract | | Page 3 of 3 |
SALES AGREEMENT
This Sales Agreement (the
“Agreement”) is entered into 1st July 2021 (the “Effective Date”), by and between
ShenZhen Adkiosk Technology Co. Ltd. with an address of Building A-11, Haosi Nanpu Tech Industrial Zone, Nanpu Road, Shajing
ST, Bao An, Shen Zhen, China (the “Seller”) and Sagtec Group Sdn Bhd, with an address of No 10-2, Jalan Tanjung
SD 13/2, Bandar Sri Damansara, 52200 Kuala Lumpur, (the “Buyer”), also individually referred to as
“Party”, and collectively “the Parties.”
BACKGROUND:
The Seller is the manufacturer/distributor of the
following product(s):
1. Food Ordering Kiosk Machine
2. Server AP01 PLUS
3. Proxy Cloud Server
4. High Speed Ram Multi Hit Entry Server
and
The Buyer wishes to purchase the aforementioned product(s).
THEREFORE, the Parties agree as follows:
| 1. | Delivery. The Seller shall deliver the Goods to the Buyer at the buyer’s office
address. The Goods shall be deemed delivered when the Buyer has accepted delivery at the above-referenced location. |
| 2. | Purchase Price & Payments. The Seller agrees to
sell the Goods to the Buyer. The Seller will provide an invoice to the Buyer at the time of delivery. All invoices must be paid, in full,
before the delivery of the products. |
| | | |
| | 3. | Inspection of Goods & Rejection. The Buyer
is entitled to inspect the Goods upon delivery. If the Goods are unacceptable for any reason,
the Buyer must reject them at the time of delivery or within five (5) business days from
the date of delivery. If the Buyer has not rejected the Goods within five (5) business days
from the date of delivery, the Buyer shall have waived any right to reject that specific delivery
of Goods. In the event the Buyer rejects the Goods, the Buyer shall allow the Seller a reasonable
time to cure the deficiency. A reasonable time period shall be determined by industry standards
for the particular Goods, as well as the Seller and the Buyer. |
| Sales Contract | | Page 1 of 3 |
| 4. | Risk of Loss.
Risk of loss will be on the Seller until the time when the Buyer accepts delivery. The Seller
shall maintain any and all necessary insurance in order to insure the Goods against loss
at the Seller’s own expense. |
| 5. | Title. Title
to the Goods will remain with the Seller until the Buyer accepts delivery. |
| 6. | Excuse for Delay
or Failure to Perform. The Seller will not be liable to the Buyer for any delay, non-delivery or default of this Agreement due to labor disputes, transportation shortage, delay
or shortage of materials to produce the Goods, fires, accidents, Acts of God, or any other
causes outside of the Seller’s control. The Seller shall notify the Buyer immediately upon
realization that it will not be able to deliver the Goods as promised. Either Party may terminate
this Agreement upon such notice. |
| 7. | Termination.
This Agreement may be terminated at any time by either Party upon written notice to the other
Party. The Buyer will be responsible for payment of all Goods delivered and accepted up to
the date of termination. |
| 8. | Disclaimer of Warranties.
THE GOODS ARE SOLD ‘AS IS’. THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. |
| 9. | Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY
FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS
OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY,
WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH. |
| 10. | Severability.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole
or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable. |
| 11. | Waiver. The
failure by either Party to exercise any right, power, or privilege under the terms of this
Agreement will not be construed as a waiver of any subsequent or future exercise of that
right, power, or privilege or the exercise of any other right, power, or privilege. |
| Sales Contract | | Page 2 of 3 |
| 12. | Remedies and Legal
Fees. In the event of a dispute, the Buyer’s sole remedy for any and all losses or damages
resulting from defective Goods or from any other cause will be for the purchase price of
the particular Goods with respect to which losses or damages are claimed, plus any shipping
costs paid by the Buyer. In the event such dispute results in legal action, the successful
Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees. |
| 13. | Legal and Binding
Agreement. This Agreement is legal and binding between the Parties as stated above. This
Agreement may be entered into and is legal and binding both in the United States and throughout
Europe. The Parties each represent that they have the authority to enter into this Agreement. |
| 14. | Governing Law and
Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or
Country in which both Parties do business. In the event that the Parties do business in different
States and/or Countries, this Agreement shall be governed by Malaysia law. |
| 15. | Entire Agreement.
The Parties acknowledge and agree that this Agreement represents the entire agreement between
the Parties. In the event that the Parties desire to change, add, or otherwise modify any
terms, they shall do so in writing to be signed by both Parties. |
The Parties agree to the terms and conditions set forth above as demonstrated
by their signatures as follows:
| Seller |
|
|
| |
|
| Signed: |
/s/ Feng Lang |
| Name: |
Feng Lang |
| Date: |
01.07.2021 |
| Buyer |
|
 |
| |
|
| Signed: |
/s/ Ng Chen Lok |
| Name: |
Ng Chen Lok |
| Date: |
01.07.2021 |
| Sales Contract |
|
Page 3 of 3 |
Exhibit 10.16
Dated this 28 day of
03,
2022
Given By
NG CHEN LOK
NRIC:
870203065701
(“Guarantor(s)”)
In Favor Of
CREDIT GUARANTEE CORPORATION
MALAYSIA BERHAD
197201000831 (12441-M)
(“CGC”)
GUARANTEE AGREEMENT
BY INDIVIDUALS / COMPANIES/
REGISTERED BUSINESS/
SOCIETY/PROFESSIONAL
BODY/
CO-OPERATIVE
GUARANTEE AGREEMENT
(By Individuals/companies/registered business/Society/Professional
Body/Co-operative)
| |
|
RECITALS |
| ARTICLE 1 |
|
DEFINITIONS AND INTERPRETATION |
| ARTICLE 2 |
|
INCORPORATION OF LETTER OF OFFER |
| ARTICLE 3 |
|
GUARANTEE |
| ARTICLE4 |
|
INDEMNITY |
| ARTICLE 5 |
|
LIABILITY |
| |
Section 5.0 |
Continuing Liability of the Guarantor(s) |
| ARTICLE 6 |
|
DISCRETION |
| |
Section 6.0 |
Indulgence |
| ARTICLE 7 |
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SECURITY |
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Section 7.0 |
Securities held by CGC |
| ARTICLE 8 |
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SUSPENSE ACCOUNT |
| |
Section 8.0 |
Suspense Account |
| ARTICLE 9 |
|
NO COMPETITION WITH CGC |
| |
Section 9.0 |
No Competition with CGC |
| ARTICLE 10 |
|
RIGHT OF SET-OFF |
| ARTICLE 11 |
|
WARRANTIES |
| |
Section 11.0 |
Representation of Warranties by Guarantor (s) |
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Section 11.1 |
Repetition |
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Section 11.2 |
No Prejudice To CGC’s Rights |
| ARTICLE 12 |
|
UNDERTAKINGS OF THE GUARANTOR |
| |
Section 12.0 |
Undertakings of the Guarantors |
| ARTICLE 13 |
|
MULTIPLE GUARANTORS |
| |
Section 13.0 |
Multiple Guarantors |
| ARTICLE 14 |
|
INDEBTEDNESS |
| |
Section 14.0 |
Certificate of Indebtedness |
| ARTICLE 15 |
|
ASSURANCE |
| |
Section 15.0 |
Further Assurance |
| ARTICLE 16 |
|
RIGHT TO RECOVER |
| |
Section 16.0 |
CGC’s Right To Recover Not To Be Affected |
| ARTICLE 17 |
|
PAYMENT BY GUARANTOR(S) |
| ARTICLE 18 |
|
RIGHT CUMULATIVE |
| ARTICLE 19 |
|
SEVERABILITY |
| ARTICLE 20 |
|
JURISDICTION |
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Section 20.0 |
Law and Jurisdiction |
| ARTICLE 21 |
|
LEGAL PROCESS |
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Section 21.0 |
Service of Legal Process |
| ARTICLE 22 |
|
NOTICES |
| ARTICLE 23 |
|
PRINCIPAL/SECONDARY INSTRUMENTS |
| |
Section 23.0 |
Principal/Secondary Instruments |
| ARTICLE 24 |
|
INDEPENDENT LEGAL ADVICE |
| ARTICLE 25 |
|
SCHEDULES |
GUARANTEE AGREEMENT
By Individuals/Companies
AN AGREEMENT
made the day and year stated in Section 1 of the First Schedule hereto by the party whose name and description are stated in Section 3
of the First Schedule hereto (hereinafter referred to as “the Guarantor(s)”) in favour of CREDIT GUARANTEE CORPORATION MALAYSIA
BERHAD [Registration No. 197201000831 (12441-M)], a company incorporated in Malaysia and having its registered office at Level 14, Bangunan
CGC, Kelana Business Centre, 97, Jalan SS7/2, 47301 Petaling Jaya, Selangor Darul Ehsan hereto (hereinafter referred to as “CGC”).
RECITALS
WHEREAS:-
| I. | The party whose name and particulars are set out in Section
2 of the First Schedule hereto (hereinafter called the “Customer” which expression shall, where the context so permits, include
his or her or its heirs, personal representatives, estates, successors in title and permitted assigns) had applied to CGC for a working
capital financing facility and CGC has granted and made available or agreed to grant and make available or to continue to grant and make
available to the Customer financing facility at the amount stated in Section 4 of the First Schedule hereto (hereinafter referred to
as “the Financing Facility”) (in accordance with the finance procedures of CGC and under the Islamic principle of Tawarruq
for the Shariah compliant purpose (hereinafter referred to as “the Purpose”) and CGC has approved the said application subject
to the terms and conditions hereinafter appearing. |
| II. | The Customer had entered into a Tawarruq Financing-i Facility made between CGC and the Customer by
the acceptance of the letter of offer dated on the date more particularly identified in Section 5(a) of the First Schedule and
accepted on the date more particularly identified in Section 5(b) of the First Schedule (hereinafter referred to as “the
Letter of Offer”). |
| IlI. | By the terms of the Letter of Offer, it was agreed, inter
alia, that the Guarantor(s) shall execute this Guarantee to guarantee the Guaranteed Amounts (as defined herein) and stated in Section
6 of the First Schedule. |
NOW THIS GUARANTEE WITNESSETH as follows -
ARTICLE I
DEFINITIONS AND INTERPRETATION
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Except where the context otherwise requires, the terms and expressions defined in the Letter of Offer
and other Security Documents and not otherwise defined herein bear the same meanings where used in this Guarantee, and the following words
and expressions where used in this Guarantee bear the meanings respectively set opposite them :- |
| |
“CGC” |
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD [Registration No. 197201000831 (12441-M)], a company incorporated in Malaysia and having its registered office at Level 14, Bangunan CGC, Kelana Business Centre, 97, Jalan SS7/2, 47301 Petaling Jaya, Selangor Darul Ehsan as specified in Section 4 of the First Schedule hereto and includes its successors in title and assigns; |
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“Customer” |
As specified in Section 2 of the First Schedule hereto and includes its successors-in-title and its permitted assigns; |
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“Financing Facility” |
The financing facility under the principle of Tawarruq for the Shariah compliant purpose at the amount stated in Section 4 of the First Schedule to be made available to the Customer by CGC under the Letter of Offer referred to in Section 5 of the First Schedule hereof and includes any balance or part thereof; |
| |
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“Letter of Offer” |
The letter of offer dated on the date more particularly identified in Section 5(a) of the First Schedule and accepted on the date more particularly identified in Section 5(b) of the First Schedule executed between the Customer and CGC; |
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“Guarantor(s)” |
As specified in Section 3 of the First Schedule of this Agreement and includes their respective personal representatives, heirs and successors-in-title; |
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“Guaranteed Amount” |
the payment of the CGC’s Sale Price including the aggregate of all monies whether principal, profit, additional profit, costs, charges, commission or otherwise outstanding or payable or agreed to be payable by the Customer or any Security Party from time to time whether solely or jointly with any other persons and whether as principal debtor or surety and includes all liabilities and obligations whether present or future or actual or contingent for the payment of all monies by the Customer or any Security Party whatsoever and howsoever due and/or payable under the Security Documents at the amount as stated in Section 6 of the First Schedule herein; |
| |
“Indebtedness” |
the commitment of the Customer as to the CGC’s Sale Price equivalent to the Guaranteed Amounts to be paid under the Letter of Offer and all other moneys payable by the Customer pursuant to the Letter of Offer and other Security Documents relating to the Financing Facility (whether in respect of any installment, prepayment, premium, costs, expenses and other charges); |
| |
|
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“Security Documents” |
The Letter of Offer, this Guarantee and any other security documents as shall be applicable; |
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“Security Party” |
Subject to applicability: |
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|
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|
1. |
The Customer in relation to the Letter of Offer; and The Guarantor(s)(s) in relation to this Guarantee; and |
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|
2. |
Any party or parties providing or which shall hereafter |
| |
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|
3. |
from time to time provide any security or guarantee in favour of CGC to secure the payment of the Indebtedness. |
| 1.2 | The headings in this Guarantee are inserted for convenience only and shall not be taken read and construed
as essential parts of this Guarantee. References to Clauses are to be construed as references to Clauses of this Guarantee. All references
to provisions of statutes include such provisions as modified, re-certified or re-enacted. Words applicable to natural person include
any body of persons, company, corporation, firm or partnership corporate or unincorporated and vice versa. Words importing the masculine
gender shall include the feminine and neuter genders and vice versa. Words importing in the singular number shall include the plural number
and vice versa. Where two or more persons or parties are included or comprised in any expression, agreement, covenant, term, stipulation
and undertaking expressed to be made to such persons or parties shall, unless expressly stated to the contrary, be enforceable by them
jointly and severally and agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such persons
or parties shall be deemed to be made by and binding upon such persons or parties jointly and severally. |
ARTICLE 2
INCORPORATION OF FACILITY AGREEMENT
| 2.0 | TERMS OF FACILITY AGREEMENT INCORPORATED INTO THIS GUARANTEE |
All the provisions
of the Letter of Offer are, whether repeated herein or not, incorporated into and form part of this Guarantee and all representations,
warranties and covenants made therein by the Customer shall be deemed to have been made by the Guarantor(s) herein and references to the
Customer in the Letter of Offer shall be read as if they were references to the Guarantor(s) in this Guarantee. Subject to such alterations
or variations where necessary to make the provisions of the Letter of Offer consistent with the provisions of this Guarantee, in the event
of any conflict or discrepancy between the provisions of the Letter of Offer and any of the provisions of this Guarantee, the provisions
of this Guarantee shall prevail for the purposes of interpretation and enforcement of this Guarantee, but only to the extent of such inconsistency,
conflict or discrepancy.
ARTICLE 3
GUARANTEE
| 3.1 | In consideration of CGC entering into the Letter of Offer with the Customer to make available or continue
to make available the Financing Facility upon the terms and subject to the conditions therein contained to the Customer at the request
of the Customer and the Guarantor(s), the Guarantor(s) hereby unconditionally and irrevocably guarantees, as a continuing obligations,
the payment to CGC on demand all the Guaranteed Amounts together with profit commission discount and all other banking charges and all
costs charges and other expenses which CGC may incur in respect of perfecting the present guarantee or in enforcing or obtaining payment
of such monies or in defending prosecuting or otherwise howsoever taking part in and also other payment and sums hereinafter mentioned
or stipulated and other usual financing charges. |
| 3.2 | In the event of the Customer failing to observe and perform
any of the covenants, undertakings, stipulations and terms contained in the Security Documents on the part of the Customer to be observed
and performed, CGC shall, notwithstanding anything to the contrary contained in the Security Documents, be entitled to demand payment
in full from the Guarantor(s) of the whole of the Guaranteed Amounts including the CGC Sale Price or such amount as may be outstanding
including all costs and charges that are payable by the Customer pursuant to the Security Documents. |
ARTICLE 4
INDEMNITY
| 4.1 | As a separate, additional and continuing obligation, the Guarantor(s) unconditionally and irrevocably
undertakes with CGC that, should the Guaranteed Amounts not be recoverable from the Guarantor(s) under Section 3.1 for any reason whatsoever
(including, but not without prejudice to the generality of the foregoing, by reason of any provision of the Facility Agreement being or
becoming void, unenforceable or otherwise invalid under applicable law) then, notwithstanding that may have been known to CGC, the Guarantor(s)
will, as a sole, original independent obligor, upon first written demand by CGC under Section 3.1, make payment of the Guaranteed Amounts
by way of a full indemnity and otherwise in such manner as is provided for under the Letter of Offeror this Guarantee. |
| 4.2 | The Guarantor(s) hereby further agree to undertake, confirm and covenant with CGC that, without derogation
from any of the Guarantor(s)' obligations to CGC provided in this Guarantee, the Guarantor(s) will jointly and severally at all times
indemnify and keep CGC indemnified against all losses actions proceedings claims demands costs damages and expenses (including legal costs
on a full indemnity basis) which CGC may incur suffer or sustain by reason of any breach by the Customer of such covenants conditions
or stipulations contained in the Security Documents. |
ARTICLE 5
LIABILITY
| 5.0 | CONTINUING LIABILITY OF THE GUARANTOR(S) |
| 5.1 | The Guarantor(s) hereby agrees and declares that this Guarantee is expressly intended to be and shall
be a continuing guarantee for the payment of the Guaranteed Amounts until the Guaranteed Amounts, including contingent liabilities, have
been fully settled and the expired guarantees/bonds/indemnities, documentary or other credits or any instruments whatever from time to
time entered into by CGC for the account of the Customer and shall be irrevocable and the obligations of the Guarantor(s) shall not be
discharged except by performance and then only to the extent of such performance. Such obligations shall not be subject to any prior notice
to or demand to the Guarantor(s) with regard to any default of the Customer and shall not be impaired by any extension of time, forbearance
or concession given to the Customer or any assertion of or failure to assert any right or remedy against the Customer or in respect of
any security created by or in pursuance of the provisions of the Security Documents and/or any modifications or amplifications of the
provisions contemplated by the terms thereof or any failure of the Customer to comply with any requirements of any law regulations or
order in Malaysia or of any political sub-division or agency thereof. |
| 5.2 | Without prejudice to the generality of Clause 5.1, this Guarantee shall not be considered as satisfied
by any intermediate payment or satisfaction of the whole or part of any sum or sums of money due and payable under the Letter of Offerbut
shall be a continuing security and shall extend to cover any sum or sums of money whatsoever which shall for the time being constitute
the amount due and payable from the Customer to CGC under the Letter of Offertogether with costs, charges and all other sums whatsoever
payable by the Customer to CGC under or pursuant to the Security Documents. |
| 5.3 |
(a) | Without prejudice to the rights of CGC against the Customer under the Letter of Offeror the
Security Documents, as principal debtors, the Guarantor(s) shall, as between CGC on the one hand and the Guarantor(s) on the other hand
be deemed principal debtors in respect of the Guarantor(s)' obligations hereunder and not be discharged nor shall the Guarantor(s)' liabilities
be affected by any invalidity, irregularity or unenforceability of the Letter of Offeror any of the Security Documents. CGC shall, without
reference to the Guarantor(s), be at liberty but shall not be bound to resort for the benefit of CGC to any other means of payment at
any time as CGC may think fit without thereby diminishing the Guarantor(s)' liabilities and CGC may, so long as any moneys remain due
and payable and unpaid by the Customer to CGC under the Letter of Offeror any of the Security Documents, exercise CGC's rights under this
Guarantee for the payment of any such moneys due and payable to CGC before or after resorting to other means of payment as CGC may think
fit. In addition, CGC shall be at liberty to require payment by the Guarantor(s) jointly and severally of any such moneys due and payable
to CGC without taking proceedings first to enforce such payment against the Customer. |
| (b) | The Guarantor(s) hereby agree
and confirm that all sums of money which may not be recoverable from the Customer by reason of any legal limitation or disability or
incapacity of the Customer including, but not limited to, any defect, informality or deficiency in obtaining Financing Facility by the
Customer or in the exercise thereof which might be a defence between the Customer and CGC, shall nevertheless be recoverable from the
Guarantor(s) as principal debtors. |
| 5.4 | The Guarantor(s)
shall not be discharged or released from this Guarantee by any arrangement entered into or
any composition accepted by CGC modifying its rights and remedies under the Security Documents
whether with or without the assent of the Guarantor(s) or by any alteration in the obligations,
terms, stipulations, covenants and undertakings contained in the Security Documents or by
any forbearance whether as to payment time performance or otherwise. |
| 5.5 | This Guarantee shall not be determined and the liabilities and/or obligations of the Guarantor(s) shall
subsist notwithstanding that the Customer may at law have no power or authority to obtain financing or that CGC may not have a legal right
to claim as the case may be or that it becomes impossible to proceed against the Customer or for any defect or illegality in the Security
Documents or in any of the terms and conditions thereof. |
| 5.6 | The liabilities and/or obligations of the Guarantor(s) created by this Guarantee shall continue to be
valid and binding for all Shariah compliant purposes whatsoever notwithstanding any change by amalgamation, reconstruction or otherwise
which may be made in the constitution of CGC and/or the Customer and it is hereby expressly declared that no change of any sort whatsoever
in relation to or affecting the Customer or any of the Guarantor(s), whether by retirement, expulsion, death or admission of any new partner/director/shareholder
shall in any way affect the liabilities and/or obligations created hereunder in relation to any transaction whatsoever whether past, present
or future. |
| 5.7 | This Guarantee shall be binding on the successors-in-title and personal representatives of the Guarantor(s)
and on the successors-in-title and assigns of CGC. Provided that no Guarantor(s) shall assign any of his liabilities or obligations hereunder
without the prior consent of CGC in writing which consent may be given refused or withheld by CGC absolutely or conditionally at its sole
and absolute discretion without giving any reasons therefore whatsoever. |
| 5.8 | If the Guarantor(s) is a body corporate and pursuant to a scheme of arrangement, merger, reconstruction
or similar process a new or other body corporate succeeds to the liabilities of such body corporate, the provisions of this Guarantee
shall continue to apply fully as if such new or other body corporate had been named as the Guarantor(s) herein. |
ARTICLE 6
DISCRETION
| 6.1 | CGC shall be at liberty without thereby affecting its rights against the Guarantor(s) under this Guarantee
to grant to the Customer any time or indulgence for the payment of moneys due and payable to CGC or for the observance of any term, stipulation,
covenant or undertaking on the part of the Customer to be observed and performed under the terms of the Security Documents or to vary
or substitute the securities held by CGC or to release any such securities or any part thereof. |
| 6.2 | CGC shall have full power at its discretion to give time for payment or to make any other arrangements
with any other person or persons or corporations without prejudice to this present Guarantee or any liability thereunder. |
| 6.3 | Independently of any other terms, conditions and stipulations herein, it is hereby expressly agreed and
declared that the obligations of each Guarantor(s) hereunder shall not be affected by any act, omission, fact, circumstance, matter or
thing which, but for this provision, might operate to release or otherwise any Guarantor(s) from his obligations hereunder, (to the extent
that such Guarantor(s) shall be liable as a sole and principal debtor for all amounts demanded from that Guarantor(s) by CGC hereunder)
including, without limitation, and whether known or not known to such Guarantor(s):- |
| (a) | the taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce
any rights, remedies or securities against the Customer or any other person including any Guarantor(s); or |
| (b) | the granting of any other facilities or financing facilities by CGC to the Customer; or |
| (c) | any amendment to or variation of the terms of the Security Documents or security; or |
| (d) | any irregularity, unenforceability, illegality or invalidity of any obligations of the Customer, or any
person, under any other security or document to the intent that any Guarantor(s)'s obligations under this Guarantee shall be construed
accordingly as if there were no such irregularity, unenforceability, illegality or invalidity; or |
| (e) | the renewal or review of the Financing Facility in any manner and on such terms and conditions as CGC
may deem fit; or |
| (f) | dealing with exchanging, releasing or modifying or abstaining from perfecting or enforcing any securities
or rights it may now or at any time hereafter or from time to time have from or against the Customer or any other person; or |
| (g) | compound with the Customer or any other person or Guarantor(s), if any. |
And
each Guarantor(s) hereby expressly consents to all or any of the events herein before provided and declares that no further consent shall
be required from him in respect thereof.
ARTICLE 7
SECURITY
| 7.0 | SECURITIES HELD BY CGC |
| 7.1 | This Guarantee shall be in addition to and shall not be in any way prejudiced or affected by any other
guarantee or any collateral or other security now or hereafter held by CGC for all or any part of the moneys hereby guaranteed nor shall
such other guarantee or any collateral or other security or lien to which CGC may be otherwise entitled or the liability of any person
or persons or corporation not parties hereto for all or any part of the moneys hereby secured be in anyway prejudiced or affected by this
Guarantee. |
| 7.2 | The Guarantor(s) hereby declare that they have not received any security from the Customer for the giving
of this Guarantee and agrees that they will not so long as this Guarantee shall remain in force and so long as any moneys under the Letter
of Offerand other Security Documents remain outstanding or there is any claim by CGC against the Customer in respect of their liabilities
hereunder without obtaining CGC 's prior written consent and each Guarantor(s) agrees that in the event of his taking such security the
same shall be a security to CGC hereunder and shall be held in trust for CGC and forthwith be deposited with CGC and each Guarantor(s)
hereby irrevocably appoints CGC to be his attorney for the purpose of doing all acts and executing in his name all documents to protect
CGC 's interest in such security. |
| 7.3 | Each Guarantor(s) hereby expressly agrees with CGC to subordinate any facility advanced by him to the
Customer and his rights as financier thereunder to the Indebtedness and to all the rights of CGC with respect to the Indebtedness. Without
prejudice to the generality of the foregoing each Guarantor hereby undertakes to CGC that at all times during the continuance of the Indebtedness,
he will not, without the prior written consent of CGC, demand or accept from the Customer payment, of any financing facilities advanced
by the Guarantor(s) to the Customer or any part thereof and, in the event of the Guarantor(s) accepting such payment, the moneys so received
shall be deemed to be received in trust for CGC and shall forthwith be paid over to CGC. |
| 7.4 | All moneys received from or on account of the Customer or from any other person or estate or from the
realization of any security or otherwise for the purpose of being applied in reduction of the Indebtedness or other moneys due thereunder
shall be treated for all purposes as payments in gross and not as appropriated or attributable to any specific part or item of the Indebtedness
or other moneys due thereunder even if appropriated thereto by the person otherwise entitled so to appropriate. All securities now or
at any time held by CGC shall be treated as securities for the Indebtedness and other moneys due. The Guarantor(s) will make no claim
to any securities held by CGC or any part thereof unless and until the Guarantor(s) shall have paid to CGC all moneys due and payable
from the Guarantor(s) under this Guarantee and CGC shall have received the full amount of the Indebtedness together with all other moneys
due under the Security Documents. |
| 7.5 | Nothing contained in this Guarantee shall be deemed to render it obligatory upon CGC either at law or
in equity to grant the Financing Facility or any part thereof or any other facility to the Customer and the Guarantor(s)' liabilities
under this Guarantee shall not be discharged or released by virtue of CGC refusing to grant the Financing Facility or any part thereof
or any other accommodation or facility whatsoever to the Customer. |
| 7.6 | The liabilities and obligations of the Guarantor(s) under this Guarantee shall remain in force notwithstanding
any act, omission, neglect, event or matter whatsoever, except the proper and valid payment of all moneys whatsoever payable under this
Guarantee and the performance and observance of all duties and obligations of the Guarantor(s) signed by CGC and without prejudice to
its generality, the foregoing shall apply in relation to anything which would have discharged the Guarantor(s) (wholly or in part) or
which would have afforded the Guarantor(s) any legal or equitable defence and in relation to any winding up or dissolution of or any change
in construction or corporate identity or loss by the Customer or any other person. |
ARTICLE 8
SUSPENSE
ACCOUNT
Any money received hereunder may be placed and kept to the credit of a non-interest bearing
suspense account for so long as CGC may think fit without any obligation in the meantime to apply the same or any part thereof in or towards
discharge of the amount of any moneys or liabilities due by the Customer to CGC under the Security Documents. Notwithstanding any such
payment, in the event of any proceedings in or analogous to liquidation, composition in respect of the whole or any part of such moneys
and liabilities shall be in the same manner as if this Guarantee had not been given.
ARTICLE 9
NO
COMPETITION WITH CGC
| 9.0 | NO COMPETITION WITH CGC |
Until all moneys
and liabilities due or incurred by the Customer for CGC shall have been discharged, no Guarantor(s) shall, by paying off any sum recoverable
hereunder or by any other means or on any other ground, claim set-off or counter-claim against the Customer in respect of any liability
on the part of such Guarantor(s) to the Customer or claim proof on competition with CGC in respect of any payment by such Guarantor(s)
hereunder or be entitled to claim or have the benefit of any set-off, counter-claim proof against or dividend composition or payment by
the Customer or the benefit of any other security which CGC may now or hereafter hold for any money or liabilities due or incurred by
the Customer to CGC or to have any share therein.
ARTICLE 10
RIGHT OF SET-OFF
Where any moneys
become payable by the Guarantor(s) to CGC, whether under this Guarantee or any one of the Security Documents, CGC shall be at liberty
to set-off amount of such liability against any sum in any Guarantor(s)’ accounts with CGC and CGC may combine, consolidate or merge all
or any of any Guarantor(s)’ accounts with and liabilities to CGC and set-off or transfer any sum standing to the credit of any such accounts
in or towards the satisfaction of such Guarantor(s)’ liabilities as aforesaid at CGC’s discretion subject to prior notice given to the
Guarantor(s).
ARTICLE 11
WARRANTIES
| 11.0 | REPRESENTATIONS AND WARRANTIES BY GUARANTOR(S) |
The Guarantor(s) hereby represents
and warrants to CGC as follows:
| (a) | Contractual obligations: that the Financing Facility and this Guarantee when executed will constitute
legal, valid and binding obligations of the Guarantor(s) enforceable in accordance with its terms; |
| (b) | Authorisations and consents: that all acts, conditions and things which are required or advisable to be
done for or in connection with the execution, delivery, performance, legality or enforceability of this Guarantee in accordance with
its terms have been done, performed and have happened in due and strict compliance with all applicable laws and regulations; |
| (c) | Proceedings: that there are no proceedings current or pending before any court or to the knowledge of
the Guarantor(s) threatened against or affecting the Guarantor(s) and no pending proceedings are before any government agency or administrative
body or to the knowledge of the Guarantor(s) threatened against the Guarantor(s) which if adversely determined would materially or adversely
affect the financial condition or operation of the Guarantor(s) or impair the right to carry on the business of the Guarantor(s) substantially
as now conducted or the ability of the Guarantor(s) to discharge the Indebtedness due hereunder or to perform its obligations under this
Guarantee and to the best of the knowledge and belief of the Guarantor(s), the Guarantor(s) has complied with all applicable statutes
and regulations of all government authorities having jurisdiction over the Guarantor(s); |
| (d) | Material Adverse Change: that there is no material adverse change in the financial condition, operating
environment, management of the Guarantor(s) or other conditions which will materially affect the ability of the Guarantor(s) to perform
the obligations of the Guarantor(s) under this Guarantee; |
| (e) | Where the Guarantor(s) is a Limited Company or other Corporation: |
| (i) | Status: that the Guarantor(s) is a company duly incorporated with limited liability and validly existing
under the laws of Malaysia as a separate legal entity and has full power and authority to own assets and to carry on the business as it
is now being carried out; |
| (ii) | Powers: that the execution, delivery and performance of this Guarantee and the Guarantor(s); (a) is or
will when executed be within the corporate powers of the Guarantor(s); (b) has been duly authorised by all necessary governmental approvals;
and (c) does not or will not contravene (i) any law or any contractual restriction or regulation or any order or decree of any governmental
authority, agency or court binding on the Guarantor(s) or any licence, permit or consent by which the Guarantor(s) or any of its assets
is bound or affected; or (ii) any provision of its Constitution or constituted documents; |
| (iii) | Dissolution: no steps have been taken or are being taken (a) to appoint a receiver or a receiver and manager
or liquidator to take over or wind-up the Guarantor(s); (b) for any proposal by the Guarantor(s) to be placed under judicial management
or to pass any resolution or make any application for the Guarantor(s) to be placed under judicial management; or (c) to propose to enter
into or permit the entry of any arrangement or composition (voluntary or otherwise) with any creditors of the Guarantor(s); and no declaration
has been made by any competent court or authority in respect of a moratorium on the payment of indebtedness or other suspension of payments
generally (if applicable); |
| (iv) | No default: neither the signing nor delivery of this Guarantee nor the performance of any of the transactions
contemplated herein will: |
| (a) | contravene or constitute a default under any provision contained in any agreement, instrument, law, judgment,
order, licence, permit or consent by which the Guarantor(s) or any of its assets is bound or affected; or |
| (b) | cause any limitation on it or the powers of its directors, whether imposed by or contained in any document
which contains or establishes its constitution or in any law, order, judgment, agreement, instrument or otherwise, to be exceeded; |
| (f) | Where the Guarantor(s) is a Natural Person or Individual: |
| (i) | Status: that the Guarantor(s) has the power or capacity to execute, deliver and perform the terms of this
Guarantee; |
| (ii) | Powers: that the execution, delivery and performance of this Guarantor(s) (a) has been duly authorised
by all necessary governmental approvals; and (b) does not or will not contravene any law or any contractual restriction or regulation
or any order or decree of any governmental authority, agency or court binding on the Guarantor(s) or any licence, permit or consent by
which the Guarantor(s) or any of his/her assets is bound or affected |
| (iii) | Bankruptcy: no bankruptcy proceedings have been commenced against the Guarantor(s); |
| (iv) | No default: neither the signing nor delivery of this Guarantee nor the performance of any of the transactions
contemplated herein will contravene or constitute a default under any provision contained in any agreement, instrument, law, judgement,
order, licence, permit or consent by which the Guarantor(s) or any of its assets is bound or affected. |
| (g) | Registration etc: no registration, recording, filing or notarisation of this Guarantee and no payment
of any duty or tax (save for stamp duty in Malaysia) and no other action whatsoever is necessary or desirable to ensure the validity,
enforceability or priority in Malaysia of the liabilities and obligations of the Guarantor(s) or the rights of CGC; |
| (h) | Material adverse effect: no event has occurred which constitutes, or that with the giving of notice and/or
the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any agreement or instrument
by which the Guarantor(s) or any of the Guarantor(s)’ assets is bound or affected, being a contravention or default which might either
have an adverse effect on the business, assets or condition of the Guarantor(s) or adversely affect the Guarantor(s)’ ability to observe
or perform the Guarantor(s)’ obligations under this Guarantee; |
| (i) | Payment of tax: all necessary returns have been delivered by or on behalf of the Guarantor(s) to the relevant
taxation authorities and the Guarantor(s) is not in default in the payment of any taxes of a material amount, and no material claim is
being asserted with respect to taxes which is not disclosed in the financial statements referred to in paragraph U) below (where the Guarantor(s)
is a limited company or other corporation); |
| (j) | Financial statements: (where the Guarantor(s) is a limited company or other corporation), the audited
financial statements (including the income statement and balance sheet) of the Guarantor(s) have been prepared on a basis consistently
applied and give a true and fair view of the results of its operations for that year and the state of its affairs at the date, and in
particular accurately disclose all the liabilities (actual or contingent) of the Guarantor(s); |
| (k) | Full disclosure: the Guarantor(s) has fully disclosed in writing to CGC all facts relating to the Guarantor(s)
which the Guarantor(s) knows or should reasonably know and which are material for disclosure to CGC in context of the Financing Facility
and the Facility Agreement; |
| (l) | the Guarantor(s) fully understands the nature and effect
of this Guarantee and hereby acknowledges that the Guarantor(s) has not relied upon any representations, warranties or advice whatsoever
expressly or impliedly made by CGC or its officers, employees or agents and hereby absolves CGC or its officers, employees or agents
from any liability and/or responsibility in respect of any negligence, misrepresentation and/or misstatement. The Guarantor(s) further
declares that the Guarantor(s) has read this Guarantee in its entirety, understands the nature and effect of the contents of this Guarantee
and is signing this Guarantee of its own free will and consent; and |
| (m) | Commercial nature of transaction: that the transactions on
the part of Guarantor(s) which are contemplated in this Guarantee represent transactions of a purely commercial nature by the Guarantor(s)
and are not, in any sense, public or governmental acts. |
The Guarantor(s)
hereby acknowledges that CGC has entered into this Guarantee on the basis of and in full reliance of the above representations and warranties
and CGC agrees covenants undertakes and confirms that each of the representations and warranties contained in the preceding sub-section
shall survive and continue to have full force and effect after the execution of this Guarantee. The Guarantor(s) hereby warrants to CGC
that the above representations and warranties will be true and correct and fully observed on each date the Financing Facility is utilised
until the Indebtedness due hereunder have been discharged and fully settled subject always the Financing Facility continues to be made
available by CGC to the Customer.
| 11.2 | NO PREJUDICE TO CGC’S RIGHTS |
CGC’s rights
and remedies in relation to any misrepresentation or breach of warranty shall not be prejudiced by any investigation by or on behalf of
CGC into the affairs of the Guarantor(s) or by the execution or the performance of this Guarantee or by any other act or thing which may
be done by or on behalf of CGC in connection with this Guarantor(s) or which might, apart from this section, prejudice such rights or
remedies
ARTICLE 12
UNDERTAKINGS OF THE GUARANTOR
| 12.0 | UNDERTAKINGS OF THE GUARANTOR |
| 12.1 | The Guarantor(s) undertakes with CGC that from the date of this Guarantee until all its liabilities under
this Guarantee have been discharged: |
| (a) | the liabilities of the Guarantor(s) under this Guarantee will rank at least equally and rateably (pari
passu) in point of priority and security with all its other unsecured liabilities (both actual and contingent) except: |
| (i) | liabilities which are subject to liens or rights of set off arising in the normal course of trading and
the aggregate amount of which is not material; and |
| (ii) | liabilities which are preferred solely by laws of Malaysia and not by reason of any security
interest, and the Guarantor(s) shall not create or permit to exist over all or any part of its business or assets any security
interest other than those permitted under this Section without the prior written consent of CGC; |
| (b) | it will deliver to CGC: |
| (i) | as soon as they become available (and in any event within one hundred and fifty (150) days after the end
of each of its financial year) copies of its consolidated financial statements for the period which shall contain an income statement
and a balance sheet and be audited and certified by a firm of independent auditors; |
| (ii) | within sixty (60) days after the end of each quarterly unaudited consolidated financial statements for
that period which shall contain an income statement and a balance sheet and shall be accompanied by confirmation by the Guarantor(s) that
the aforesaid quarterly consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in Malaysia and give a true and fair view of the results of its/their operations for those period(s); and |
| (iii) | promptly, such additional financial or other information as CGC may from time to time request; |
| (c) | the Guarantor(s) will maintain in full force and effect all relevant authorizations (governmental and
otherwise) and will promptly obtain any further authorization which may become necessary to enable it to perform any of the transactions
contemplated by this Guarantee; |
| (d) | the Guarantor(s) will immediately notify CGC upon becoming aware of the revocation or variation of any authorization; |
| (e) | if the Guarantor(s) becomes aware of the occurrence of an Event of Default it will forthwith notify CGC
and provide CGC with full details of any steps which the Customer is taking, or is considering taking, in order to remedy or mitigate
the effect of the Event of Default or otherwise in connection with it; |
| (f) | the Guarantor(s) will punctually pay all the Guaranteed Amounts when due and payable except for amounts
which the Guarantor(s) contests in good faith; |
| (g) | the Guarantor(s) will carry out and operate its business and affairs with due diligence and efficiency
and in accordance with sound financial and industrial standards and practices and take out or maintain valid insurances in respect of
all its assets and business against all risks which are normally insured by other companies carrying on similar business for such amounts
as would in the circumstances be considered prudent by such other companies and will not do or omit to do or suffer anything to be done
which render any policies of insurance taken out by it void or voidable; |
| (h) | the Guarantor(s) will, by written notice, inform CGC of: |
| (i) | any legal proceedings, litigation or claim, involving the Guarantor(s) which has adversely affected the
Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position; |
| (ii) | any dispute between the Guarantor(s) and any Government or statutory body in respect of any of the Guarantor(s)’
lands and other assets which has adversely affect the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial
position; and |
| (iii) | any matter which has adversely affected or may adversely affect the Guarantor(s)’ ability to fulfill its
obligations under this Guarantee or its financial position; |
| (i) | the Guarantor(s) shall not take or accept any security interest or other security from the Customer or,
in relation to the Guaranteed Amounts, from any third party, without first obtaining CGC’s written consent and the Guarantor(s) hereby
agrees that in the event of such security is taken the same shall be held in trust for CGC and shall be deposited with CGC; |
| (j) | until all the Guaranteed Amounts due or incurred by the Customer to CGC shall have been paid or discharged
in full, the Guarantor(s) shall not by paying off any sum recoverable hereunder or by any other means or on any ground, claim any set-off
or counterclaim against the Customer in respect of any liability from the Customer to the Guarantor(s) or any claim or prove in competition
with CGC in respect of any payment by the Customer be entitled to claim or have the benefit of any set-off or counter claim or proof against
or dividend composition or payment by the Guarantor(s) hereunder or its estate or the benefit of any other security which CGC may now
or hereafter hold for any money or liabilities or incurred by the Customer to it or to have any share herein; |
| (k) | if, notwithstanding sections (h) and (i) above, the Guarantor(s) may (notwithstanding payment to CGC by
the Guarantor(s) or any other person of any of the Guaranteed Amounts) rank as creditors and prove in the winding up of the Customer for
the whole amount outstanding against the Customer or such ultimate balance and CGC may and shall be entitled to receive and retain the
whole of the dividends to the exclusion of all the Guarantor(s)’ rights as guarantor and no money or dividend so received by CGC shall
be treated as received in respect of this Guarantee or otherwise in relation to the Guarantor(s) but the full amount hereby guarantee
shall be payable by the Guarantor(s) until CGC shall have received from all sources one hundred sen in the Ringgit on the ultimate balance
outstanding against the Customer; |
| (l) | until all monies due or payable by the Customer to CGC shall have been fully paid and all its liabilities
to CGC shall have been satisfied and discharged, the Guarantor(s) shall not: |
| (i) | in respect of any monies which may have been paid by the Guarantor(s), seek to enforce payment or to exercise
any other rights or legal remedies of whatsoever kind which may be due and payable howsoever to the Guarantor(s) in respect of the amount
so paid, against the Customer; |
| (ii) | prove in competition with CGC for any monies due and payable by the Customer on any account whatsoever
and/or in respect of any monies due or payable from the Customer to the Guarantor(s) but will give to CGC the benefit of any proof which
the Guarantor(s) may be able to make in the liquidation of the Customer or in any arrangement or composition with the creditors |
| (iii) | take any steps to enforce any rights against the Customer or receive or claim or have the benefit of any
payment or distribution from or on account of the Customer pursuant to this Guarantee, CGC may at its sole discretion instruct the Guarantor(s)
to take any steps referred to in this sub-paragraph and any monies or other benefit thereby obtained by the Guarantor(s) will thereafter
be held by the Guarantor(s) in trust for CGC; and |
| (m) | to subordinate any and all indebtedness of the Customer to the
Guarantor(s), whether or not incurred pursuant to or arising out of this Guarantee, to secure the Guaranteed Amount. Without prejudice
to the generality of the foregoing, the Guarantor(s) hereby undertakes to CGC that at all times during the continuance of the Financing
Facility or this Guarantee for so long as any monies shall remain payable under the Financing Facility or this Guarantee, the Guarantor(s)
shall not without CGC’s prior consent in writing, claim demand accept or receive from the Customer, by set off or in any other manner,
payment of any financing facility by the Guarantor(s) to the Customer or any part thereof and shall in the event of the Guarantor(s)
accepting such payment, the monies so received shall be deemed to be received in trust for CGC and shall forthwith be paid over to CGC. |
| 12.2 | The Guarantor(s) hereby undertakes that not later than execution of this Guarantee, the Guarantor(s) shall,
if the Guarantor(s) is not represented by advocates and solicitors in this transaction, deliver to CGC a statutory declaration duly executed
by the Guarantor(s) before a commissioner for oaths stating that the Guarantor(s) is executing this Guarantee with full knowledge and
understanding of the nature and effect of the contents hereof and of its own free will. |
ARTICLE 13
MULTIPLE GUARANTORS
| (a) | Where the Guarantee is given by or on behalf of more than one person, the expression “the Guarantor(s)”
shall be construed as referring to each such person individually and any one or more of such person collectively, and all agreements,
obligations, liabilities, representations, warranties and undertakings of the Guarantor(s) contained or implied in this Guarantee are
joint and several and shall be construed accordingly. The expression “the Guarantor(s)” herein extends to all persons who are
intended to or have agreed to be guarantors of the Customer in relation to all persons who are intended to or have agreed to be guarantors
of the Customer in relation to Guaranteed Amounts notwithstanding that they have not co-jointly affixed their signatures to one single
copy of this Guarantee so long as they sign individual copies of this Guarantee and notwithstanding that such signing may be at different
times and places. |
| (b) | Each of the parties comprising the Guarantor(s) hereby agrees and consents severally to be bound by this
Guarantee, notwithstanding that any others whom it is intended should sign or be bound by this Guarantee may not do so or be effectively
bound hereby, and notwithstanding that this Guarantee may be invalid or unenforceable against any one or more of the parties comprising
the Guarantee, whether or not the deficiency is known to CGC and notwithstanding the obligations of any other of them hereunder has determined
or been discounted for any reason whatsoever. |
CGC shall be entitled
to release any one or more of the parties comprising the Guarantor(s) from this Guarantee, to compound with or otherwise vary or agree
to vary the liability of, or to grant time or other indulgence to, or make other arrangements with, any one or more of the parties comprising
the Guarantor(s), without prejudicing or affecting CGC’s rights, powers and remedies against any others of the parties comprising the
Guarantor(s).
| (c) | CGC shall be entitled to release any one or more of the parties comprising the Guarantor(s) from this
Guarantee, to compound with or otherwise vary or agree to vary the liability of, or to grant time or other indulgence to, or make other
arrangements with, any one or more of the parties comprising the Guarantor(s), without prejudicing or affecting CGC’s rights, powers and
remedies against any others of the parties comprising the Guarantor(s). |
| (d) | Any notice served pursuant to this Guarantee on any party comprising the Guarantor(s). |
| (e) | CGC may make a demand under this Guarantee on any one or more of the persons comprising the Guarantor(s)
without being required to make a demand at the same time or at any other on any person comprising the Guarantor(s). |
ARTICLE 14
INDEBTEDNESS
| 14.0 | CERTIFICATE OF INDEBTEDNESS |
Any statement
of account furnished by CGC which is duly certified by an authorized officer or agent of CGC or computer generated notices which do not
require signatures issued by CGC, or any admission or acknowledgement in writing by the Customer or any person on behalf of the Customer
of the amount of the Guaranteed Amounts in relation to the subject matter of this Guarantee or any judgement or award obtained by CGC
against the Customer, shall be binding and conclusive evidence against the Guarantor(s) for whatever purpose including as being conclusive
evidence of the Guaranteed Amounts in a court of law, save for manifest error.
ARTICLE 15
ASSURANCE
The Guarantor(s)
shall immediately upon demand by CGC and at the Guarantor(s)’ entire cost and expense make, execute, do and perform all such further assurances
documents acts and things as CGC shall, from time to time, reasonably require to perfect the security afforded or created or intended
to be afforded or created hereunder.
ARTICLE 16
RIGHT TO RECOVER
| 16.0 | CGC’S RIGHT TO RECOVER NOT TO BE AFFECTED |
No assurance
or security or payment which may be avoided on the winding up, liquidation, reorganization or otherwise of the Customer and/or the Guarantor(s)
and no release, settlement or discharge which may have been given or made on the faith of any assurance, security or payment shall prejudice
the right of CGC to recover from the Guarantor(s) to the full extent hereof as if such assurance, security, payment, release, settlement
or discharge (as the case may be) had never been granted, given or made.
ARTICLE 17
PAYMENT BY GUARANTOR(S)
| 17.0 | PAYMENT BY GUARANTOR(S) |
All payments and payments whatsoever to be made by the Guarantor(s) hereunder shall be made
without any set-off or counterclaim and free and clear of any restrictions or conditions and without regard to any bilateral, multilateral
or whatsoever payment or clearing agreement and free and clear of and without deduction for any taxes, levies, imposts, duties, charges,
fees, deductions or withholdings of any nature now or hereunder imposed by any competent governmental or other authority. If any Guarantor(s)
is compelled by law or otherwise to deduct any such taxes, levies, duties, charges or fees or to make any such deductions or withholdings,
that Guarantor(s) shall pay such additional amounts as may be necessary in order that the net amounts received by CGC hereunder after
such deductions or withholdings shall equal the amounts which CGC would have received had no such deductions or withholdings been required
to be made.
ARTICLE 18
RIGHT CUMULATIVE
The rights remedies
powers and privileges herein provided are cumulative and not exclusive of any rights remedies powers and privileges provided by any law.
ARTICLE 19
SEVERABILITY
Any term condition
stipulation, provision, covenant or undertaking contained herein which is illegal, prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the remaining
provisions hereof and any such illegality, prohibition or unenforceability in any jurisdiction shall not invalidate or render illegal,
void or unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction.
ARTICLE 20
JURISDICTION
This Guarantee
shall be governed by and construed in accordance with the laws of Malaysia but in enforcing this Guarantee, CGC shall be at liberty to
initiate and take action or proceedings or otherwise against the Guarantor(s) in Malaysia and/or elsewhere as CGC may deem fit and the
parties hereto hereby agree that where any actions or proceedings are initiated and taken in Malaysia they shall submit to the non-exclusive
jurisdiction of the Courts of Malaysia in all matters connected with the obligations and liabilities of the parties hereto under or arising
out of this instrument and the service of any writ or summons or any legal process in respect of any such action or proceeding may be
effected on the Guarantor(s) (where the Guarantor(s) is a resident) by forwarding a copy of the writ or summons statement of claim or
other legal process by prepaid registered post (or such other mode as stipulated by law) to its addresses for the time being.
ARTICLE 21
LEGAL PROCESS
| 21.0 | SERVICE OF LEGAL PROCESS |
Service of any
writ of summons or any legal process in respect of any action arising out of or in connection with this Guarantee and/or other Security
Documents may be affected by forwarding a copy of the writ of summons and statement of claim or other legal process by prepaid registered
post to the respective registered offices and/or last known address of the parties hereto.
ARTICLE 22
NOTICES
| 22.1 | Any notice request or demand requiring to be served by any
party hereto to the other under the provisions of this Guarantee shall be in writing and shall be deemed to be sufficiently served :- |
| (a) | if it is sent by the party giving the notice or his or its
solicitors by ordinary post or in a registered letter addressed to the parties to be served at his or its address herein before mentioned
or at such other address as the other parties might have notified the party giving the notice at his or its new address and in such case
it shall be deemed (whether it is actually delivered or not) to have been received three (3) business days after posting, postage or
prepaid received; or |
| (b) | if it is given by the party giving the notice or his or its solicitors and despatched by hand to the party
to be served on or his or its solicitors it shall be deemed to have been received when delivered; or |
| (c) | if it is sent by facsimile transmission, immediately after transmission thereof if the date of transmission
is a working day, and if such a date is not a working day, then the notice by or facsimile shall be deemed to be served on them immediately
on the following working day. |
| 22.2 | Any period to be calculated hereunder from the date of receipt of any notice after which an act is authorized
or required shall include the date of receipt of such notice. In additions, for the purposes of computing any grace period hereunder,
reference to any given number of business days shall be computed by reference to the specified period of time in Malaysia. |
ARTICLE 23
PRINCIPAL/SECONDARY
INSTRUMENTS
| 23.0 | It is hereby agreed and declared that this Guarantee, the Letter of Offerand other Security Documents
are instruments employed in one transaction namely to secure the Indebtedness together with all of the moneys payable under the Letter
of Offerand for the purpose of Section 4 (3) of the Stamp
Act 1949, the Letter of Offershall be deemed to be the principal instrument and this Guarantee, and other Security Documents are secondary
and auxiliary instruments. |
ARTICLE 24
INDEPENDENT LEGAL ADVICE
| 24.0 | The Guarantor(s) acknowledges that the Guarantor(s) has been advised by CGC to obtain separate independent
legal advice with respect to entering into this Guarantee, and that the Guarantor(s) has obtained such independent legal advice or has
expressly waived its right to obtain such advice, and that the Guarantor(s) hereby declares that the Guarantor(s) is entering into this
Guarantee with full knowledge and understanding of the nature and effect of the contents hereof and of its own free will and consent. |
ARTICLE 25
SCHEDULES
The First Schedule hereto is to be taken and construed
as an essential part of this Guarantee.
[End of clauses]
IN WITNESS WHEREOF the parties
have hereunto set their respective hands the day and year first above written.
| Signatory(ies) to this document are
advised to seek independent legal advice on the legal implications, nature and effect of this document before signing this
document. By signing this Guarantee, the Guarantor(s) declares that the Guarantor(s) has read this Guarantee in its entirely,
understands the nature and effect of its contents and is signing this Guarantee of its own free will and consent. |
| * For Individual Guarantor(s) |
|
|
|
| |
|
|
|
| Signed by Guarantor(s) |
) |
|
|
| in the presence of:- |
) |
|
|
| |
|
|
|
 |
|
|
/s/ NG CHEN LOK |
| |
|
Name: NG CHEN LOK |
| |
|
New NRIC No: 870203065701 |
| |
|
Old NRIC No.: |
| |
|
|
| |
|
|
|
| Signed by Guarantor(s) |
) |
|
|
| in the presence of:- |
) |
|
|
| |
|
|
Name: |
| |
|
|
New NRIC No: |
| |
|
|
Old NRIC No.: |
| |
|
|
|
| * For Registered Business Guarantor(s) |
|
|
|
| SIGNED for and on behalf of the |
) |
|
|
| Guarantor(s) in the presence of:- |
) |
|
|
| |
|
|
|
| |
|
|
Partner |
| |
|
|
Name: |
| |
|
|
NRIC No.: |
* For Corporate Guarantor(s)
|
SIGNED for and on behalf of the
Guarantor(s) in a manner
authorised by its constitution
under its Common Seal which
said Seal was hereunto duly affixed
on the 20
in the presence of : |
)
)
)
)
)
)
) |
|
|
| |
|
|
|
| Director |
|
|
Director/Secretary |
| Name: |
|
|
Name: |
| NRIC No.: |
|
|
NRIC No.: |
|
SIGNED for and on behalf of the
Guarantor(s) in a manner
authorised by its constitution or
Companies Act 2016 (if no
constitution) on the
20 in the presence of : |
)
)
)
)
)
)
) |
|
|
| |
|
|
|
| Director |
|
|
Director/Secretary |
| Name: |
|
|
Name: |
| NRIC No.: |
|
|
NRIC No.: |
| THE FIRST SCHEDULE |
| |
| (which is to be taken read and construed as an integral part of this Agreement) |
Section
No. |
Item |
Particulars |
| |
|
|
| 1. |
The day and year of this Guarantee Agreement |
|
| |
|
|
| 2. |
Name And Descriptions / Particulars of Customer |
*Individual
Customer: |
| |
|
Name: |
| |
|
NRIC No.: |
| |
|
Residential Address: |
| |
|
|
| |
|
*Registered Business Customer |
| |
|
|
| |
|
Name: CL TECHNOLOGIES (INTERNATIONAL) |
| |
|
SDN. BHO. |
| |
|
Registration No.: [201901005005(1314332U)] |
| |
|
|
| |
Address:
10-2 JALAN TANJUNG SD 13/2,
BANDAR SRI DAMANSARA
52200 KUALA LUMPUR
WILAYAH PERSEKUTUAN |
Address: 81 LEBOH UNTA TAMAN BERKELEY
41150 KLANG SELANGOR
|
| |
|
*Company Customer: |
| |
|
|
| |
|
Name: CL TECHNOLOGIES (INTERNATIONAL) |
| |
|
SDN. BHD. |
| |
|
Company No.: [201901005005(1314332U)] |
| |
|
|
| |
Business Address:
10-2 JALAN TANJUNG SD 13/2, |
Business Address: 81 LEBOH UNTA TAMAN BERKELEY 41150 KLANG SELANGOR |
| |
BANDAR SRI DAMANSARA
52200 KUALA LUMPUR
WILAYAH PERSEKUTUAN |
Registered Address: 81 LEBOH UNTA TAMAN
BERKELEY 41150 KLANG SELANGOR |
| |
|
|
| |
|
*Professional Body |
| |
|
Name: |
| |
|
Membership No: |
| |
|
Registered Office: |
| |
|
Business Address: |
| |
|
|
| |
|
*Society |
| |
|
Name: |
| |
|
Registration Number: |
| |
|
Registered Office: |
| |
|
Business Address: |
| |
|
|
| |
|
*Co-operative |
| |
|
Name: |
| |
|
Registration Number: |
| |
|
Registered Office: |
| |
|
Business Address: |
| |
|
|
| 3. |
Name And Description of the Guarantors |
*Individual Guarantor(s)
Name: NG CHEN LOK
NRIC No.: 870203065701
Residential Address: A 2482 TAMAN TAS
PUTRA JALAN KAMPUNG BHARU 25100
KUANTAN PAHANG MALAYSIA
|
*Corporate
Guarantor(s)
| |
Company’s Name:
Company No.:
Registered Office:
Business Address: |
| | |
|
| 4. |
The Financing Facility |
RM100,000.00 |
| 5. |
The Letter of Offer |
21-March-2022 |
| 6. |
Guaranteed Amounts |
RM133,476.31 |
******** END OF SCHEDULE ********
 |
CL
TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905 |
And I/we make this declaration conscientiously believing the same to
be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
| SUBSCRIBED and SOLEMNLY DECLARED |
) |
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| By |
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| And 29 MAR 2022 |
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| at this day of |
) |
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| /s/ NG CHEN LOK |
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| Name: NG CHEN LOK |
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| (NRIC No. 870203-06-570) |
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| Designation: Manager Director |
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DS_1 SP (Pin 1/2017)
 | IBU
PEJABAT
LEMBAGA HASIL DALAM NEGERI MALAYSIA
MENARA
HASIL
PERSIARAN RIMBA PERMAI
CYBER 8, 63000 CYBERJAYA
SELANGOR DARUL EHSAN |  |
| SIJIL SETEM
STAMP CERTIFICATE | ASAL |
(Sila lekatkan sijil setem ini ke
atas surat cara sebagai bukti penyeteman)
Please attach this stamp certificate to the instrument as evidence
of stamping
| Cara Bayaran Payment Method |
FPX TRANSACTIONS |
| No. Adjudikasi Adjudication No. |
T01C4BA948XW026 (SALINAN 1/1) |
| Jenis Surat Cara |
GUARANTEE AGREEMENT |
| Type Of Instrument |
BUKAN SURAT CARA UTAMA |
| Tarikh Surat Cara |
28/03/2022 |
| Date Of Instrument |
|
| Balasan Consideration |
RM 100,000.00 |
| Duti Setem Dibayar Ke atas Surat Cara Utama |
|
| Stamps Duty paid on Principal Instrument |
RM 500 . 00 |
| Maklumat Pihak Pertama / Penjual / Pemberi First
Party / Vendor / Transferor / Assignor |
| CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD, NO SYARIKAT 197201000831 (12441-M) |
| Maklumat Pihak Kedua / Pembeli / Penerima Second
Party / Purchaser / Transferee / Assignee |
| NG CHEN LOK, NO KP 870203065701 |
| Butiran Harta / Suratcara Property / Instrument
Description |
| TIDAK BERKENAAN |
Pengesahan ketulenan Sijil Selem
ini boleh dipastikan di stamps.hasil gov.my atau melalui aplikasi lelefon pintar
The authenticity of this Stamp
Certificate can be verified at stamps hasil.gov.my or by mobile app
lni adalah cetakan komputer dan
tidak perlu ditandatangani
This is
a computer generated printout and no signature is required
--- tamat/end ---
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| BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
|
BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
| |
|
|
Certificate
Number : CPO26APR22-0004614-000 |
|
Certificate
Number : CPO26APR22-0004614-000 |
| |
|
|
|
|
Commodity Information |
This
is to certify that the following transaction has been executed
through the BURSA Suq Al-Silo’ in accordance with the
Rules of Bursa Malaysia Islamic Services Sdn. Bhd. |
|
Commodity
Supplying Participant |
Commodity
Volume |
Specified
Location |
| |
|
|
|
GENTING PLANTATIONS BERHAD |
13.65933616 |
Lahad Datu Tank 3 |
| Buyer |
: |
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD |
(908) |
|
|
|
|
| Owner |
: |
BANK NEGARA MALAYSIA |
(000) |
|
|
|
|
Notes:
| 1. | This e-Certificate has the benefit of, and
is generated pursuant to, the Rules of Bursa Malaysia Islamic Services Sdn. Bhd. (“Rules”). The Rules form an
integral part hereof. |
| 2. | This e-Certiticate is valid only in the BURSA Suq Al-Sita’ BMIS will not be responsible and be held liable for any loss or damage
arising from any unauthorised use of this e-Certificate. |
| 3, | This e-Certi:ficate is governed by, and construed in accordance with, the laws of Malaysia so long as it does not contradict with
Shariah principles. |
| 4. | This e-Certificate is a computer
generated and does not require any signature. |
| 5. | In the absence of manifest error by BMIS, the contents of this e-Certificate are conclusive and binding upon the Participants named
herein. |
| 6. | Any expression used in this e-Certificate bas the same meaning as in the Rules. |
 |
|
|
| |
|
|
| BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
|
BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
| |
|
|
Certificate
Number : CPO26APR22-0004614-000 |
|
Certificate
Number : CPO26APR22-0004614-000 |
| |
|
|
|
|
Commodity Information |
This
is to certify that the following transaction has been executed
through the BURSA Suq Al-Sila’ in accordance with the
Rules of Bursa Malaysia Islamic Services Sdn. Bhd. |
|
Commodity
Supplying Participant |
Commodity
Volume |
Specified
Location |
| |
|
|
|
GENTING PLANTATIONS BERHAD |
13.65933616 |
Lahad Datu Tank 3 |
| Seller |
: |
BANK NEGARA MALAYSIA |
(000) |
|
|
|
|
| Buyer |
: |
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
|
(908) |
|
|
|
|
Notes:
| 1. | This e-Certificate has the benefit of, and is generated pursuant to, the Rules of Bursa Malaysia lslamic Services Sdn. Bhd. (“Rules”).
The Rules form an integral part hereof. |
| 2 | This e-Certificate is valid only in the BURSA Suq Al-Sila’. BMIS will not be responsible and be held liable for any loss or damage
arising from any unauthorised use of this e-Certificate. |
| 3. | This e-Certificate is governed by, and construed in accordance with,
the laws of Malaysia so long as it does not contradict with Shariah principles. |
| 4 | This e-Certificate is a computer generated and does not require
any signature. |
| 5. | In the absence of manifest error by BMIS, the contents of this e-Certificate are conclusive and
binding upon the Participants named herein. |
| 6. | Any expression used in this e-Certificate has the same meaning as in the Rules. |
| BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
|
BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
| |
|
|
Certificate
Number : CPO26APR22-0004614-000 |
|
Certificate
Number : CPO26APR22-0004614-000 |
| |
|
|
|
|
Commodity Information |
This
is to certify that the following transaction has been executed
through the BURSA Suq Al-Sila’ in accordance with the
Rules of Bursa Malaysia Islamic Services Sdn. Bhd. |
|
Commodity
Supplying Participant |
Commodity
Volume |
Specified
Location |
| |
|
|
|
GENTING PLANTATIONS BERHAD |
13.65933616 |
Lahad Datu Tank 3 |
| Seller |
: |
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD |
(908) |
|
|
|
|
| Buyer |
: |
Bursa Malaysia Islamic Services |
|
|
|
|
|
Notes:
| 1. | This
e-Certificate has the benefit of, and is generated pursuant to, the Rules of Bursa Malaysia Islamic Services Sdn, Bhd, (“Rules”),
The Rules form an integral part hereof. |
| 2. | This e-Certificate is valid only in the BURSA Suq Al-Sila’. BMIS will not be responsible and be held liable for any loss or damage
arising from any unauthorised use of this e-Certificate. |
| 3. | This e-Certificate is governed by, and construed in accordance
with, the laws of Malaysia so long as it does not contradict with Shariah principles. |
| 4. | This e-Certificate is a computer
generated and does not require any signature. |
| 5. | In the absence of manifest error by BMIS, the contents of this e-Certificate are conclusive and
binding upon the Participants named herein. |
| 6 | Any expression used in this e-Certificate has the same meaning as in the Rules. |
| BURSA
MALAYSIA ISLAMIC SERVICES SDN.BHD. |
|
BURSA
MALAYSIA ISLAMIC SERVICES SDN.BHD. |
| |
|
|
Certificate
Number : CPO26APR22-0004759-000 |
|
Certificate
Number: CPO26APR22-0004759-000 |
| |
|
|
|
|
Commodity
Information |
This
is to certify that the following transaction has been executed
through the BURSA Suq Al-Sila’ in accordance with the
Rules of Bursa Malaysia Islamic Services Sdn. Bhd. |
|
Commodity
Supplying Participant |
Commodity
Volume |
Specified
Location |
| |
|
|
|
GENTING
PLANTATIONS BERHAD |
13.65933616 |
Lahad
Datu Tank 3 |
| Buyer
|
: |
CREDIT
GUARANTEE CORPORATION MALAYSIA BERHAD |
(908) |
|
|
|
|
| Owner |
: |
CREDIT
GUARANTEE CORPORATION MALAYSIA BERHAD |
(908) |
|
|
|
|
Notes:
| 1. | Thls e-Certificate has the benefit of, and is generated pursuant to, the
Rules of Bursa Malaysia Islamic Services Sdn. Bhd. (“Rules”). The Rules form an integral part hereof. |
| 2 | This e-Certificate is valid only in the BURSA Suq Al-Sila’. BMIS wil1
not be responsible and be held liable for any loss or damage arising from any
unauthorised use of this e-Certificate. |
| 3. | This e-Certificate is governed by, and construed in accordance with,
the laws of Malaysia so long as it does not contradict with Shariah principles. |
| 4. | This e-Certificate is a computer generated and does not require any signature. |
| 5. | In the absence of manifest error by BMIS, the contents of this e-Certificate are conclusive and binding upon the Participants named
herein. |
| 6. | Any expression used in this e-Certificate has the same meaning as in the Rules. |
|
|
|
| BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
|
BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
| |
|
|
Certificate
Number : CPO26APR22-0004759-000 |
|
Certificate
Number : CPO26APR22-0004759-000 |
| |
|
|
|
|
Commodity Information |
This
is to certify that the following transaction has been executed
through the BURSA Suq Al-Sila’ in accordance with the
Rules of Bursa Malaysia Islamic Services Sdn. Bhd. |
|
Commodity
Supplying Participant |
Commodity
Volume |
Specified
Location |
| |
|
|
|
GENTING PLANTATIONS BERHAD |
13.65933616 |
Lahad Datu Tank 3 |
| Seller |
: |
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD |
(908) |
|
|
|
|
| Buyer |
: |
CL TECHNOLOGIES (lNTERNATIONAL) SDN. BHD. - 1000604905 |
(000) |
|
|
|
|
Notes:
| 1. | This e-Certificate has the benefit of, and is generated pursuant to, the Rules of Bursa Malaysia Islamic
Services Sdn. Bhd.(“Rules”). The Rules form an integral part hereof. |
| 2. | This e-Certificate is valid only in the BURSA Suq Al-Sila’. BMIS will not be responsible and be held
liable for any loss or damage arising from any unauthorised use of this e-Certificate. |
| 3. | This e-Certificate is governed by, end construed
in accordance with, the laws of Malaysia so long as it does not contradict with Shariah principles. |
| 4. | This e-Certificate is a computer generated and does not require any signature. |
| 5. | In the absence of manifest error by BMIS, the contents of
this e-Certificate are conclusive and binding upon the Participants named herein. |
| 6. | Any expression used in this e-Certificate has the
same meaning as in the Rules. |
 |
|
 |
| BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
|
BURSA MALAYSIA ISLAMIC SERVICES SDN.BHD. |
| |
|
|
Certificate
Number : CPO26APR22-0004759-000 |
|
Certificate
Number : CPO26APR22-0004759-000 |
| |
|
|
|
|
Commodity Information |
This
is to certify that the following transaction has been executed
through the BURSA Suq Al-Sila’ in accordance with the
Rules of Bursa Malaysia Islamic Services Sdn. Bbd. |
|
Commodity
Supplying Participant |
Commodity
Volume |
Specified
Location |
| |
|
|
|
GENTING PLANTATIONS BERHAD |
13.65933616 |
Lahad Datu Tank 3 |
| Seller |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. - 1000604905 |
(000) |
|
|
|
|
| Buyer |
: |
Bursa Malaysia Islamic Services |
|
|
|
|
|
Notes:
| 1. | This e-Certificate has the benefit of, and is generated pursuant
to, the Rules of Bursa Malaysia Islamic Services Sdn. Bhd. (“Rules”). The Rules form an integral part hereof. |
| 2. | This e-Certificate is valid only in the BURSA Suq Al-Sila’.
BMIS will not be responsible and be held liable for any loss or damage arising from any unauthorised use of this e-Certificate. |
| 3. | This e-Certificate is governed by, and construed in accordance
with, the laws of Malaysia so Long as it does not contradict with Shariah principles. |
| 4, | This e-Certificate is a computer generated and does not require
any signature. |
| 5. | In the absence of manifest error by BMIS, the contents of
this e-Certificate are conclusive and binding upon the Participants named herein. |
| 6. | Any expression used in this e-Certificate has the same meaning
as in the Rules. |
| Ref |
: CGC/BizMula-i (BNM) - Revised 1/2018/CGC MAIN BRANCH/HALIMJ |
| Date |
: 21-March-2022 |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]
10-2 JALAN TANJUNG SD 13/2
BANDAR SRI DAMANSARA
52200 KUALA LUMPUR
WILAYAH PERSEKUTUAN
Dear Sir/Madam,
Re: LETTER OF OFFER
We refer to your
application and are pleased to offer you the following financing facility subject to the terms and conditions contained in this letter,
in the Annexures and Appendices (collectively, “this Letter of Offer”):-
1. DETAILS OF THE FINANCING FACILITY
| Product Name |
BizMula-i (BNM) - Revised 1/2018 |
|
Application No. |
1000604905 |
| Approved Financing Amount |
RM100,000.00 |
| Purpose of financing |
WORKING CAPITAL for Shariah compliant purpose |
| CGC’s Purchase Price |
RM100,000.00 |
|
CGC’s Sale Price*
The CGC’s Sale Price for the commodity
Asset comprises:
(i) the CGC’s Purchase Price;
(ii) the added
mark up equivalent to the profit portion calculated as the Prescribed Rate below; and
(iii) the
CGC’s Sale Price shall be denominated in Ringgit Malaysia |
RM133,476.31 |
| |
Credit Guarantee Corporation
Malaysia Berhad
Registration
Number / 197201000831 (12441-M)
www.cgc.com.my |
|
Main Branch
Level 1, Bangunan CGC, Kelana Business Centre,
97, Jalan SS7/2, 47301 Petaling Jaya,
Selangor Darul Ehsan.
Tel: +603 - 78048100
Fax: +603 - 78061290
|
|
Client Service Centre:
+603 - 78800088
POWERING MALAYSIAN SMEs |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
|
Prescribed Rate |
a. |
Ceiling OR Contracted Profit Rate (“CPR”) |
12.00% per annum |
| b. |
Effective
Profit Rate (“EPR”) |
7.00% per annum |
| |
The prevailing
BNM Funding Rate is 0.25% and may be subject to change at the sole discretion of Bank Negara Malaysia (“BNM”).
‘The CGC’s Sale
Price is contracted at Ceiling or Contracted Profit Rate (“CPR”). Nevertheless, the monthly instalment of the CGC’s Sale Price
is based on the Effective Profit Rate (“EPR”). Credit Guarantee Corporation Malaysia Berhad (“CGC”) shall grant ibra’
(rebate) on the difference between the amount of profit calculated based on the CPR and the amount of profit calculated based on the EPR.
The EPR may be varied based on periodic review at the discretion of CGC and BNM provided always that it shall not exceed the CPR. |
| Source of Fund |
BANK NEGARA MALAYSIA |
| Type of Fund |
All Economic Sectors Facility For Small & Medium Enterprises |
| Facility Type |
Tawarruq Term Financing Facility |
| Tenure |
60 months |
|
Monthly Instalment (RM) |
1 to 59 = 1980, 60 to 60 = 1988.55 |
|
Quantity of the Commodity |
To be disclosed in the Murabahah Sale ‘Aqd |
|
Trading Platform |
Bursa Suq Al-Sila’ |
Kindly note that capitalised terms
used herein shall have the meaning as defined in Annexure IV annexed to this Letter of Offer. For the purposes of this Letter of Offer,
‘month’ means that period of time which ends on the same date as it commences in the previous month but if there is no numerically corresponding
date in the following month, then the period shall end on the last day of that month and “months” and ·monthly”
shall be construed accordingly.
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 2. | MODE OF PAYMENT OF
CGC’S SALE PRICE |
| (a) | Payment for the CGC’s Sale Price shall be made monthly with
or without demand at the Prescribed Rate prescribed by CGC within the Tenure in accordance with the provisions of this Letter of Offer
and in the following manner:- |
| (i) | in the event the Financing Facility is processed for disbursement
directly to the Customer or the supplier (whichever is applicable) on or before the fifteenth (15th) day of the Month, the first instalment
shall be made on or before the twenty fifth (25th) day of the same Month; or |
| (ii) | in the event the Financing Facility is processed for disbursement
directly to the Customer or the supplier (whichever is applicable) after the fifteenth (15th) day of the Month, the first instalment
shall be made on or before the twenty fifth (25th) day of the following Month; and |
| (iii) | thereafter, each subsequent instalment shall be made on or
before the twenty fifth (25th) day of each and every Month until full settlement of the Financing Facility. |
| (b) | The payment shall be made via standing instruction/recurrence payment/auto debit to CGC’s CIMB
Islamic account using the account number as stated in the Notification Letter of Disbursement. |
| (c) | The
monthly instalment will become payable even if the Financing Facility may not
be fully disbursed or utilised. |
| 3. | RIGHT TO WITHHOLD RELEASE OF FINANCING FACILITY |
| (a) | CGC reserves the right not to release the Financing Facility
or refuse any utilisation or disbursement of the Financing Facility:- |
| (i) | if there is any non-compliance of the terms and conditions
contained in this Letter of Offer, the Tawarruq Transaction Documents and/or the Security Documents prior to disbursement of the Financing
Facility; or |
| (ii) | in the sole and absolute opinion of CGC that an event or events
has or have occurred, or a situation exists which could or might adversely affect your financial condition, operation or business or
adversely affect your ability or that of the Security Party (as hereinafter defined) to fulfil any of its obligation under the Financing
Facility. |
| (b) | Subject to the availability
of funds, disbursement of the Financing Facility shall be made at the absolute discretion of CGC and subject to the respective approval
from BNM. CGC shall not be held responsible for any losses suffered by you as a result of delay in approval and/or allocation of funds
by BNM |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 4. | SECURITY or CREDIT SUPPORT AND OTHER TRANSACTION DOCUMENTS |
Additionally, the utilization of the Financing
Facility is subject to the execution of following documents:-
| (a) | Joint and Several Guarantee by: |
NIL
Personal Guarantee and Indemnity by :-
| (a) | NG CHEN LOK |
| | | NRIC No. : 870203065701 |
| (c) | AND/OR |
| | | |
| | | Corporate Guarantee by:- |
| | | |
| | | NIL |
| (d) | The Tawarruq Transaction
Documents in the formats as attached herewith under Appendix I: |
| (i) | the Purchase Undertaking issued by you to CGC irrevocably
and unconditionally which binds you to purchase the identified and specified Commodity Asset; |
| (ii) | the Purchase Request for CGC to purchase the Commodity Asset
from the Commodity Trader at CGC’s Purchase Price under the purchase transaction; |
| (iii) | the Wakalah ‘Aqd (agency contract) to appoint: |
| (iii-i) | CGC as your Wakil (Agent) to purchase the asset from CGC at
CGC’s Sale Price and to take possession of title to the Commodity Asset. |
| (iii-ii) | CGC as your Wakil (Agent) to sell the Commodity Asset to any
Commodity Trader, to receive the payment of the Customer’s sale price which is equivalent to the Approved Financing Amount and to deliver
possession of title to the Commodity Asset to designated parties. |
| (iv) | the e-certiflcate generated by Bursa Suq Al-Sita’ evidencing
the sale of the Commodity Asset from CGC to you (represented by CGC) at CGC’s Sale Price; |
| (e) | Other agreements and/or documents which may be signed as required
by CGC. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| (a) | Should the terms and conditions in this Letter of Offer be
acceptable to you, kindly confirm your acceptance and agreement to the same by signing in the space indicated below and return to us
two (2) original signed copies of this Letter of Offer within fourteen (14) working days from the date of this Letter of Offer. If you
fail to confirm your acceptance within the period specified, this offer for financing shall lapse with immediate effect and deemed cancelled. |
| (b) | Please take note, upon your acceptance of this Letter of
Offer, CGC has the right to debit from your account and/or deduct from the Approved Financing Amount, all the costs for purposes of payment
of all charges, costs and other ancillary expenditure, If applicable, related to the perfection of the security and transaction documentation
for this Financing Facility. |
| (c) | You have voluntarily provided your personal data to CGC and
consent to CGC processing your personal data to evaluate your application for the Financing Facility. Where you have provided data of
other individuals such as your directors, shareholders, relevant managers, partners, office bearers, officers, authorised person(s),
for or related to the Financing Facility, you confirm that you have obtained consent from them (I) to disclose their personal data to
CGC; (ii) for CGC’s verification of their personal data with credit agencies; (iii) for CGC to disclose their personal data to the third
parties specified in this Letter of Offer and/or the Security Documents and/or the Tawarruq Transaction Documents as enclosed herewith. |
| (d) | By signing this Letter of Offer, you also consent to the
processing of any personal data provided to us in accordance with our Privacy and Security Policies which can be viewed at https://www.cgc.com.my/privacy-security/.
Should you require any further clarification, please refer to our website http://www.cgc.com.my or communicate directly with the Customer
Service Centre at 03-7880-0088 or our e-mail address at cgc@cgc.com.my. |
| (a) | The obligation of CGC to make any disbursement is subject
to the fulfillment of the Conditions Precedent set out in Annexure I annexed hereto by you and/or the security provider (if any) to the
satisfaction of CGC prior to the making of any disbursement of the Financing Facility by CGC. |
| (b) | Pending
the fulfillment of the conditions herein stipulated, CGC may at its absolute discretion terminate
the Financing Facility or any part thereof. It is further expressly acknowledged and declared
that the Conditions Precedent are inserted for the sole benefit of CGC and may therefore
be waived wholly or in part by CGC at its sole and absolute discretion without prejudicing
the rights of CGC under the Financing Facility and this Letter of Offer. Any such waiver
shall not preclude the rights of CGC from Insisting on your compliance of such waived conditions
at a subsequent time. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| (a) | The administrative fee of RM400.00 payable to CGC in connection
with the preparation, execution and delivery of this Letter of Offer, the Security Documents, the Tawarruq Transaction Documents and
other related documentation shall be borne by you. |
| (b) | You shall, upon notice from CGC pay all stamp duties, fees
or other charges payable on or incidental to the execution, Issue, delivery and registration of this Letter of Offer and any documents
related thereto including but not limited to discharge of this Letter of Offer and shall reimburse CGC for any such duties, fees or other
charges paid by CGC. |
| (c) | You and/or the Security Party shall be liable to pay all
fees and expenses under the Financing Facility, the Security Documents, the Tawarruq Transaction Documents and any other fees and expenses
in connection with or incidental to this Letter of Offer including CGC’s solicitors fees (on a solicitor and client basis) in connection
with the enforcement of this Letter of Offer and the documents related thereto including but not limited to discharge of this Letter
of Offer. If the Financing Facility or any part thereof shall require to be recovered through any process of law or the Financing Facility
or any part thereof shall be placed in the hands of solicitors for collection, you and/or the Security Party shall pay (in addition to
the moneys then due and payable under the Financing Facility) CGC’s solicitors’ fees (on a solicitor and client basis) and any other
fees and expenses incurred in respect such collection. |
| 8. | FINANCING FACILITY AVAILABILITY PERIOD |
The offer as contained in this Letter of Offer
is conditional upon the preparation, execution, delivery and perfection of legal documentation, transactional and/or security documents,
incorporating among others, the terms and conditions set out herein. All legal documentation, transactional and/or security documents
as required by CGC must be completed by you and/or the Security Party (where applicable) and submitted to CGC within thirty (30) working
days from the acceptance date of this Letter of Offer (hereinafter referred to as “Availability Period”).
| 9. | ANNEXURES ANP APPENQICES |
The Annexures and Appendices annexed to this Letter of Offer shall be taken, read and construed as an Integral
part of this Letter of Offer. In the event of any conflict, inconsistency and/or discrepancy between the terms and conditions herein and
those stated in the annexures and the appendices, the terms and conditions contained in this letter shall prevail.
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 10. | RIGHT TO REVIEW
AND RENEWAL |
If, by reason of any change after the
date of this Letter of Offer in any applicable law, regulation or regulatory requirement or, in the Interpretation or application thereof
by any governmental or other authority charged with the administration thereof, it shall become unlawful for CGC to comply with its obligations
herein or to continue to make available the Financing Facility, CGC shall have the right to terminate the Financing Facility by providing
a notice to you. CGC also has the right at any time to vary any terms and conditions of the Financing Facility under this financing and
stated in this Letter of Offer, the Security Documents and the Tawarruq Transaction Documents by giving written notice to you and the
variation will be enforced from the date stated in the notice as long as It does not affect the Purchase Price or Sale Price and does
not contravene with the principles of Shariah.
| 11. | INDEPENDENT LEGAL ADVICE |
KINDLY TAKE NOTE that you are advised to seek
separate independent legal advice at your own cost and expenses with regard to the legal implications, nature and effect of this Letter
of Offer, the Security Documents, the Tawarruq Transaction Documents and the transactional documents (if any) prior to accepting this
Financing Facility and signing of the said documents. Any third party security provider(s) is / are also advised to obtain separate independent
legal advice on the execution of the aforesaid documents prior to the execution of the same.
| 12. | PRINCIPAL & SECONDARY INSTRUMENTS |
IT IS HEREBY AGREED that this Letter of Offer,
the Security Documents and the Tawarruq Transaction Documents are instruments employed in one transaction to secure the payment of the
Indebtedness within the meaning of Section 4(3) of the Stamp Act 1949, and for the purpose of the said section, this Letter of Offer is
deemed to be the principal or primary instrument.
Thank you.
Yours faithfully,
Credit Guarantee Corporation Malaysia Berhad
[Registration No. 197201000831 (12441-M)]
| /s/ NORFHADILLA NORDIN |
|
/s/ WAN AZMAZULWAHA ABDUL WAHAB |
| AUTHORIZED SIGNATORY |
|
AUTHORIZED SIGNATORY |
| NORFHADILLA NORDIN |
|
WAN AZMAZULWAHA ABDUL WAHAB |
| Senior Executive |
|
Head of Section |
| Legal Documentation Unit |
|
Legal Documentation Unit |
| Documentation & Disbursement Department |
|
Documentation & Disbursement Department |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
ACCEPTANCE OF THE FINANCING
FACILITY
I / We hereby confirm
my / our acceptance to the above Financing Facility on the stipulated terms and conditions and further confirm that I / we have full legal
right, authority and power to enter into an agreement and bind myself / ourselves by the terms and conditions stipulated in this Letter
of Offer.
I /
We also understand that upon this acceptance, CGC will proceed to purchase the commodity from Bursa Suq AI-Sila’ and I / we
hereby undertake to purchase from CGC the purchased commodity.
I /
We hereby agree to appoint CGC as my / our Wakil (Agent) under Wakalah ‘Aqd (Agency Contract) to enter into Murabahah Sale
‘Aqd and to purchase the commodity from CGC at CGC’s Sale Price. Subsequent to the purchase of the commodity by CGC on
my / our behalf from CGC I / we hereby agree to appoint CGC to be my / our sale agent to sell the Commodity Asset at selling price
equivalent to the Approved Financing Amount to any Commodity Trader as CGC may deem fit. I / We further understand and agree that
Bursa Suq AI-Sila’ e-certificates shall be the conclusive evidence on the Commodity Asset’s trading and its transfer of
ownership.
I / We acknowledge
that I / we have been advised by you to obtain separate independent legal advice from advocates and solicitors with respect to entering
into this Financing Facility and the legal implications, nature and effect of this Letter of Offer, the Security Documents and the Tawarruq
Transaction Documents. I / We have not relied on any representations, warranties or advice whatsoever expressly or impliedly made by you
or your officers, employees and agents concerning any of the terms and conditions of this Letter of Offer. I / We hereby confirm thal
I / we have read and fully understood the nature and effect of this Letter of Offer and that I am / we are entering into this Financing
Facility with full knowledge and understanding of the contents hereof and of my / our own free will and consent.
*For Registered Business Customer
| SIGNED for and on behalf of the Customer |
) |
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| in the presence of:- |
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Partner/Sole Proprietor/Individual carrying on |
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business under the name and style of |
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Name: |
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NRIC No.: |
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Date: |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| SIGNED for and on behalf of the Customer |
) |
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| in the presence of:- |
) |
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Partner/Sole Proprietor/Individual carrying on |
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business under the name and style of |
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Name: |
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NRIC No.: |
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Date: |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
*For Company Customer
[*Where the Customer possesses
a common seal.]
|
SIGNED for and on behalf of the
Customer in a manner
authorised by its constitution
under its Common Seal which
said Seal was hereunto duly affixed
on the 20
in the presence of : |
)
)
)
)
)
)
) |
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| Director |
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Director/Secretary |
| Name: |
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Name: |
| NRIC No.: |
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NRIC No.: |
| Date: |
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Date: |
[*Where the Customer does not possesses
a common seal.]
|
SIGNED for and on behalf of the Customer in a manner authorised
by its
constitution of Companies Act 2016
(if no constitution)
on the 20
in the presence of : |
)
)
)
)
)
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| /s/ NG CHEN LOK |
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| Director |
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Director/Secretary |
| Name: NG CHEN LOK |
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Name: |
| NRIC No.: 870203065701 |
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NRIC No.: |
| Date: 28/03/2022 |
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Date: |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
* If the Customer
appoints its own solicitors, this certificate of explanation shall be completed and signed by the Customer’s solicitors.
CERTIFICATE OF EXPLANATION (JURAT)
I,
the attending
solicitors, hereby certify that I have to the best of my abilities, read and explained the contents of this Letter of Offer to (NRIC
No. ) in Malay / English / Mandarin / Cantonese / Tamil / a language or dialect to which he / she / they
understand(s) and who has/have acknowledged to me that he / she / they has / have understood the terms and implications of this
letter of Offer.
Advocate & Solicitor
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
ANNEXURE I
(to be read and construed as an integral
part of this Letter of Offer)
SPECIFIC TERMS AND CONDITIONS
| 1. | Special Conditions (a) BNM Eligibility Criteria |
|
The Customer must at all times satisfy
BNM’s Eligibility Criteria (“EC”) set forth herein, including but not limited to:
| (i) | meets the definition of SMEs issued by SME Corporation Malaysia; |
| (ii) | be registered with Companies Commission of Malaysia; authorities/district offices in Sabah and/or Sarawak;
and/or statutory bodies for professional service providers; |
| (iii) | shareholding held by a public listed company or government linked company in the Customer must not exceed 20%; and |
| (iv) | Malaysian(s) residing in Malaysia holds a minimum of 51% shareholding(s) in the Customer. |
In the event that the Customer fails to satisfy any of the
abovementioned criteria at any time during the financing Tenure the following shall apply:
| Breach of BNM’s EC (a)(i), (ii) and (iii) |
Breach of BNM’s EC (a)(iv) |
| BNM shall immediately cease to fund this Financing Facility which shall then be provided by CGC with the revised EPR of 10.0% per annum. |
CGC and BNM reserve the right to cancel or terminate the Financing Facility. The Customer shall make full setllement of the Financing Facility to CGC within six (6) months from the date of the breach or non-compliance. |
| (b) | In the event of non-compliance with the abovementloned BNM’s EC by the Customer, a notification letter
shall be sent to the Customer on the nature of such non-compliance together with the revised terms and conditions of the Financing Facility. |
| (c) | The monthly instalment shall be made to CGC’s CIMB Islamic account with details as stated in the Notification
Letter of Disbursement. The Customer shall submit a copy of completed standing instruction/recurrence payment/auto debit form/document
to CGC branch upon receiving CGC’s CIMB Islamic account number as abovementioned. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 2. | Pre-disbursement
Conditions |
1. |
Subject
to its absolute discretion, CGC may deduct and settle the legal fees and costs incurred for
this financing facility from the approved financing amount on behalf of the Customer upon
disbursement of the financing facility. |
| | | |
|
|
| | 3. | Other
Conditions Precedent |
(a) |
The Financing Facility
shall only be available for disbursement by CGC direct to the Customer or the supplier (whichever is applicable) upon the fulfilment
of the following by the Customer and/or any security party(ies) to the satisfaction of CGC:- |
| (i) | the Customer shall have delivered to CGC a certified true copy of its Constitution or
written confirmation from its Company Secretary that the Customer has no Constitution, the notice of registration and certificate of
incorporation, notification of change in register of in register of directors, managers and secretaries (corresponding to Form 24,
Form 44, Form 49 and the Memorandum and Articles of Associates under the repealed Companies Act 1965) or their equivalent forms
under the Companies Act 2016; |
| (ii) | the Customer shall have delivered to CGC the specimen signature or signatures of the authorised officers
of the Customer to operate the Financing Facility granted hereunder; |
| (iii) | If the Customer is not represented by advocates and solicitors in this transaction, the Customer shall
have delivered to CGC a statutory declaration in the format acceptable to CGC duly executed by the director(s) of the Customer on behalf
of the Customer before a Commissioner For Oaths stating that the Customer is executing the financing documentation including this Letter
of Offer and the Tawarruq Transaction Documents with full knowledge and understanding of the nature and effect of the contents hereof
and of its own free will; |
| (iv) | the Customer shall have duly accepted and returned to CGC, this Letter of Offer and all other subsequent
and respective letters of offer (if any); |
| (v) | the Customer shall have delivered to CGC the Tawarruq Transaction Documents duly executed, stamped and
registered (if necessary) by the Customer in compliance with the relevant laws; |
| (vi) | CGC shall have received the Guarantee in the format acceptable to CGC duly executed by the Guarantor(s)
in favour of CGC and the same shall have been stamped: |
| (vii) | all conditions precedent for disbursement set out in this Letter of Offer shall have been fulfilled to
the satisfaction of CGC; |
| (viii) | all fees, charges and payments payable by the Customer to CGC in connection with the Financing Facility
shall have been settled by the Customer; |
| (ix) | the Customer shall have complied with all pre-disbursement conditions as set out in Section 2 of Annexure
I; |
| (x) | the Customer shall have complied with all the special conditions as set out in Section 1 of Annexure I
(save for (c)); |
| (xi) | CGC shall have been satisfied that the Financing Facility granted herein would not constitute a breaeh
of the Customer’s Constitution or in any way exceed the limits of the Customer’s powers contained therein; |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| (xii) | The Customer shall have submitted documentary evidence acceptable to CGC of all approvals, authorisations
and consents (if any) from the appropriate authority which are necessary for any matter or thing contemplated by this Letter of Offer
and/or such other documents as may be required by CGC have been obtained and remain in full force and effect; |
| (xiii) | searches from the Companies Commission of Malaysia confirming that, save and except as disclosed by the
Customer to CGC or as consented to by CGC in writing, no encumbrances have been registered over any of the properties, assets and undertakings
of the Customer or any part thereof; |
| (xiv) | CGC shall have received the relevant search reports from the Department of Insolvency of Malaysia confirming
that the Customer has not been wound-up and that the Security Party is not undischarged bankrupt or a statutory declaration duly affirmed
by the respective directors of the Customer and the Security Party respectively (as the case may be) declaring that the Customer has not
been wound-up and that the Security Party is not undischarged bankrupt/s, whichever is earlier; |
| (xv) | CGC shall be satisfied that: |
| (xv-i) | no default has occurred in the performance by any party thereto
of any covenant or agreement contained under any of the agreements and arrangement referred to in this Letter of Offer; |
| (xv-ii) | no circumstances or change of law or other governmental action
have occurred and which occurrence makes it improbable (aa) for the Customer to carry on its business; or (bb) for the Customer to observe
and perform its obligations on its part to be performed under this Letter of Offer; and |
| (xv-iii) | as from the date when the Customer first applied for the Financing
Facility, there have not been any alterations or changes in the Constitution, condition of business or other affairs of the Customer
which could or might affect the decision of CGC to grant the Financing Facility. |
| (xvi) | The Customer shall have complied with all other conditions as
may be imposed and deemed necessary by CGC. |
[End of Annexure I]
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
ANNEXURE
II
(to be read and construed
as an integral part of this Letter of Offer)
TERMS AND CONDITIONS OF TAWARRUQ
FINANCING FACILITY
|
1. |
IJAB
(Offer) and QABUL (Acceptance) | (a) | At
the request of the Customer, CGC grants the Tawarruq Financing Facility to the Customer.
The Customer accepts the Financing Facility for the Approved Financing Amount subject to
the terms and conditions herein contained. |
| |
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| | |
| |
|
| (b) | Under
the Murabahah sale transaction, CGC expresses its ljab (offer) to sell a commodity to the
Customer at an agreed CGC’s Sale Price as described in this Letter of Offer. In this
regard, the Customer expresses its Qabul (acceptance) to purchase the commodity at the agreed
CGC’s Sale Price. |
| |
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| | |
| |
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| (c) | Pursuant
to the ljab and Qabul in the Financing Facility under the Murabahah sale transaction by the
parties, the ‘Aqd is deemed concluded. |
| |
|
| | |
| |
|
| (d) | Pursuant
to the formalisation of the agreement through the acceptance of this Letter of Offer and
the conclusion of Murabahah Sale ‘Aqd, both are deemed Sahih (valid) and Lazim (legally
binding) and in compliance with Shariah principles. |
| 2. |
Purpose
of Financing Facility | The
Financing Facility shall be utilised solely for the Shariah compliant purpose as set out
below:- |
| |
| WORKING
CAPITAL |
| 3. |
Method
of Financing | The
parties herewith agree that the Financing Facility has been structured based on the Shariah
principle of Tawarruq, the nature and mechanism of which shall be as follows:- |
| |
| |
|
|
| (a) | Purchase
Undertaking: |
| |
|
| | Under
the Tawarruq arrangement, the Customer irrevocably and unconditionally promises (Wa’d),
covenants and undertakes to purchase the Commodity Asset identified and specified in a separate
Purchase Undertaking executed by the Customer and CGC prior to entering into this Letter
of Offer. The Purchase Undertaking is annexed in the Tawarruq Transaction Documents as Appendix
I.
|
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| | |
| |
|
| (b) | Legal
Effect of Purchase Undertaking: |
| |
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| | The
Purchase Undertaking shall irrevocably and unconditionally bind the Customer to purchase
the Commodity Asset at CGC’s Sale Price in accordance with the terms and conditions
contained herein. |
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| (c) | Purchase
Request: |
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| | In
accordance with Murabahah arrangement, the Customer shall request CGC to purchase the Commodity
Asset from any Commodity Trader by issuing a Purchase Request at CGC’s Purchase Price
which shall be in the amount equivalent to the Financing Facility granted to the Customer.
|
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| (d) | Appointment
of Wakil (Agent): |
| |
|
| | |
| |
|
| | The
Customer appoints CGC to be his/its Wakil (Agent) under Wakalah ‘Aqd (Agency Contract):- |
| |
|
| | (i) |
to
purchase on his/its behalf the Commodity Asset from CGC at the CGC’s Sale Price |
| |
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|
| |
|
| | (ii) |
upon
due conclusion of the Murabahah Sale ‘Aqd, to sell the Commodity Asset to any Commodity
Trader on spot basis at the selling price equivalent to the Approved Financing Amount. |
| |
|
|
|
(iii) |
The Wakalah ‘Aqd is appended in the Tawarruq Transaction Documents
as Appendix I. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
|
|
| (e) | Murabahah Sale ‘Aqd; |
| |
|
| | |
| |
|
| | CGC on its own capacity shall
sell the Commodity Asset at CGC’s Sale Price to the Customer (represented by CGC) on deferred payment terms vide the Murabahah Sale
‘Aqd subject to the terms and conditions of this Letter of Offer. The Bursa Suq Al-Sila’ e-certificates shall be the conclusive
evidence on the Commodity Asset’s trading and its transfer of ownership as appended hereto as Appendix I.
|
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|
| | |
|
|
| (f) | Proceeds
of Sale: |
| |
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| | |
| |
|
| | The proceeds from the sale of the Commodity Asset
to the Commodity Trader shall be credited into the Customer’s financing account or in such manner as may be determined by CGC and shall
be emplaced with the financing limit and with the expressed instruction from the Customer to CGC. CGC is authorised to pay to the Customer
or any other relevant party (as the case may be) as determined by CGC. Disbursement of the Financing Facility shall be deemed to be made
by CGC upon such release of payment to the Customer or other relevant party, as the case may be.
|
| |
|
| (g) | Security
for the Indebtedness: |
| |
|
| | |
| |
|
| | It is a term under this Letter of Offer that the
Customer and the Security Party shall provide securities and execute the Security Documents to secure the obligations of the Customer
to pay the Indebtedness.
|
| 4. | Assurance
Through Kafalah
(Guarantee) |
The Customer shall cause the Guarantor(s) to guarantee
the purchase of the Commodity Asset upon its acquisition by CGC and to guarantee the payment of the Indebtedness by executing a Guarantee
in the format as attached hereto as Appendix III. |
| 5. |
Terms and Conditions of
Sale of Commodity |
(a) | Sale
of Commodity:
The sale of the Commodity Asset by CGC shall be governed by the terms and conditions of this Letter of Offer and the Tawarruq Transaction Documents appended hereto as Appendix I. |
|
|
| (b) | Transfer of Ownership: |
| |
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| | |
| |
|
| | The Customer shall obtain such ownership
title to the Commodity Asset as CGC receives from the purchase of the Commodity Asset that shall be free from encumbrances.
|
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|
| (c) | Risk: |
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| | |
| |
|
| | The parties hereby agree that upon the
sale of the Commodity Asset by CGC to the Customer, the Customer shall bear full ownership, risks and responsibilities towards the Commodity
Asset.
|
|
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| (d) | Acceptance of Delivery: |
| |
|
| | |
| |
|
| | The Customer agrees that in purchasing
the Commodity Asset from CGC, it shall have accepted the Commodity Asset on an ‘as is, where is’ basis. |
|
|
| (e) | Loss or Damage: |
| |
|
| | |
| |
|
| | The Customer hereby waives any claims
that it may have against CGC in respect of any loss or damage that he may suffer by reason of, or arising out of or in connection with
this Letter of Offer, any other Security Documents, the Tawarruq Transaction Documents or otherwise (howsoever arising) in connection
with or arising from the purchase of the Commodity Asset. |
[End of Annexure II]
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
ANNEXURE III
(to be read and
construed as an integral part of this Letter of Offer)
GENERAL TERMS AND CONDITIONS
| 1. | Covenant to Pay |
(a) |
In consideration of CGC having agreed to grant to the Customer
the Financing Facility on the terms and subject to the conditions herein contained, the Customer hereby agrees, undertakes and covenants
to pay CGC’s Sale Price within the Tenure and in the manner set out in this Letter of Offer. |
| | |
(b) |
All payments to be made by the Customer to CGC in respect
of the Financing Facility shall be made free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees,
with holdings whatsoever. |
| 2. | Limit of the Financing Facility |
The maximum limit of the Financing Facility available to the Customer is the amount equivalent to
CGC’s Purchase Price. Any monies which exceed the Financing Facility and due or payable by the Customer to third party (as may
be applicable) shall be claimed entirely from and be borne by the Customer. |
| 3. | Tenure |
(a) |
The tenure of the Financing Facility to be granted by CGC
to the Customer shall be for a period not exceeding the Tenure commencing from the date of the first disbursement and subject to review. |
| | |
(b) |
In the event there is no disbursement made within six (6)
months from the date of this Letter of Offer, CGC reserves its rights to set off from the CGC’s Sale Price indebted by the Customer to
CGC the undisbursed amount held by CGC and to grant ibra’ for the remaining indebted CGC’s Sale Price. |
| 4. | Late Payment Charges |
(a) |
It is expressly agreed by the parties that CGC shall have the right to impose Late Payment Charges that comprise of compensation
(ta’widh) and penalty (gharamah) due to overdue instalment and default payment based on the following reference rate:- |
| | |
|
(i) |
Overdue Instalment or Scheduled Payment |
| | |
|
|
|
| | |
|
|
For failure to pay any instalment or any payment
due from the date of the first disbursement of the Financing Facility until its Maturity Date, a Late Payment Charges sum equivalent to
one per cent (1%) per annum or the overdue instalments or by any other method approved by the Shariah Advisory Council of Bank Negara
Malaysia (“SAC BNM”) and Guidelines on Late Payment Charges for Islamic Banking Institutions issued by Bank Negara Malaysia; |
| | |
|
(ii) |
Upon Maturity |
| | |
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|
|
| | |
|
|
For failure to pay any instalments or any payment
due and that failure continues beyond the Maturity Date of the Financing Facility or upon judgment, whichever is earlier, the Late Payment
Charges rate shall be the prevailing daily overnight Islamic Interbank Money Market (IIMM) rate on the outstanding balance due and payable
or any other method approved by SAC BNM from time to time. |
| |
|
(b) |
Notwithstanding the amount of Late Payment Charges charged, it is expressly acknowledged and agreed that the said amount of Late Payment Charges shall not be further compounded and shall be computed on daily basis. |
| |
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|
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| |
|
(c) |
The Late Payment Charges referred to in this Section 4(a) of Annexure III shall be applied to the judgment sum and shall be
payable from the dale of the judgment is made until the date of actual payment settlement. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 5. | Representations
and Warranties |
The Customer represents and warrants to CGC
as follows:- |
| | |
(a) |
Status: each of the Customer and the Security Party as the case may be, |
| | |
|
(i) |
who
is a body corporate, is a company duly incorporated with limited liability under the laws of Malaysia or is legally established, duly
organised or constituted under its constitutional documents, and is validly existing; |
| | |
|
|
|
| | |
|
(ii) |
who is a natural person, is of full age
and is not an undischarged bankrupt; |
and is acting as principal for its own account
and not as agent or trustee in any capacity on behalf of any party in relation to the Financing Facility and/or any Security Documents
and/or the Tawarruq Transaction Documents;
| | |
(b) |
Powers and Authorisations: |
| | |
|
(i) |
the
Constitution or the constituent documents of the Customer and the Security Party include provisions allowing the Customer and the Security
Party:- |
| | |
|
|
|
| | |
|
|
(i-i) |
to own their assets; |
| | |
|
|
|
|
| | |
|
|
(i-ii) |
to carry on their business and operations
as they are now being conducted, and |
| | |
|
|
|
|
| | |
|
|
(i-iii) |
to execute and deliver, and perform the
transactions contemplated in this Letter of Offer and/or the Security Documents and/or the Tawarruq Transaction Documents;
|
| | |
|
(ii) |
the
Customer and the Security Party have all requisite powers to execute this Letter of Offer, the Security Documents and the Tawarruq Transaction
Documents and to perform the obligations thereunder;
|
| | |
|
|
|
| | |
|
(iii) |
the
execution, delivery and performance of this Letter of Offer, the Tawarruq Transaction Documents and/or the Security Documents by the Customer
and the Security Party and the performance of the obligations thereunder do not conflict with any law or constituent documents or affect
any of their assets; and
|
| | |
|
(iv) |
this
Letter of Offer, the Security Documents and the Tawarruq Transaction Documents constitute legal, valid and binding and unconditional obligations
of the Customer and each Security Party, and enforceable in accordance with their respective terms;
|
| |
|
(c) |
Non-violation: |
| |
|
|
|
| |
|
|
neither the execution and delivery of this Letter
of Offer, the Security Documents and/or the Tawarruq Transaction Documents nor the performance of any transactions contemplated therein
contravene and will contravene:-
|
| | |
|
(i) |
any
law applicable to the Customer, or the Security Party,
|
| | |
|
|
|
| | |
|
(ii) |
the
Constitution or the constituent documents of the Customer or the such Security Party, or
|
| | |
|
|
|
| | |
|
(iii) |
any agreement or instrument binding upon
the Customer or the Security Party or their assets; |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
all authorisations have been duly and
unconditionally obtained, made or taken for the due execution, delivery of and performance of this Letter of Offer, the Security Documents
and/or the Tawarruq Transaction Documents and are in full force and effect to ensure the validity, enforceability or priority of the
liabilities and obligations of the Customer and each Security Party or the rights of CGC under this Letter of Offer, the Tawarruq Transaction
Documents and/or the Security Documents and/or for each of the Customer and Security Party to own its assets, carry on its business and
operations as they are now being conducted;
no event has occurred which constitutes
or has occurred which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute a contravention
of, or default under any arrangement or instrument by which the Customer or any Security Party or any of their assets are bound or affected
being a contravention or default which might result in material situation or circumstances that in the opinion of CGC may affect the
Financing Facility and prejudices or threatens to prejudice the interests of CGC as financier (“Material Adverse Effect”);
no litigation, arbitration or administrative
proceeding or claim which might by itself or together with any other such proceedings or claims have a Material Adverse Effect is presently
in progress or pending or, to the best of the knowledge, information and belief of the Customer, threatened against the Customer or any
Security Party or any of their assets or which will adversely affect the financial condition or operations of its subsidiaries taken as
a whole;
all necessary returns have been delivered
by or on behalf of the Customer to the relevant taxation authorities and the Customer is not in default in the payment of any taxes, and
no claim is being asserted with respect to any taxes which is not disclosed in the financial statements referred to in Section 5(h) of
Annexure III:
the latest audited financial statements
(including the income and balance sheets) of the Customer and/or the Security Party furnished to CGC have been prepared on a basis consistently
applied in accordance with generally accepted accounting principles in Malaysia and to give a true and fair view of the results of its
operations for that year and state of its affairs at the date of the said financial statements, and in particular accurately disclose
or reserve against all the liabilities (actual or contingent) of the Customer and/or the Security Party as at such date and all material
unrealised or anticipated losses from any commitment entered Into by it and which existed on that date;
| (i) | Material Change io Financial Condition: |
there has been no material adverse
change in the financial condition or operations of the Customer or the Security Party since the date of the last audited financial statement
furnished to CGC and that of its subsidiaries taken as a whole;
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
save as previously disclosed in writing
by the Customer to CGC prior to the date of execution of this Letter of Offer, none of the assets and rights of the Customer are subject
to, nor any of its assets bound by, any order, agreement or instrument under which the Customer is required to create, assume or permit
to arise any security interest;
all information and documents furnished
by the Customer in connection with the Financing Facility, the Security Documents and each Security Party:-
| (i) | are up to date as at the date they were provided or as at the date to which they refer, and do not contain any untrue statement or
omit to state any fact which makes any statements made therein in the light of the circumstances under which they are made misleading; |
| (ii) | all expressions of expectations, intention, belief and opinion therein were honestly made on reasonable grounds after due and careful
inquiry by the Customer, and |
| (iii) | the
Customer is not aware of any material facts or circumstances that have not been disclosed
to CGC which might, if disclosed, adversely affect the decision of a person considering whether
or not to provide finance to the Customer; |
the Customer has fully disclosed in
writing to CGC all facts relating to the Customer and the Security Party which the Customer knows or should reasonably know and which
are material for disclosure to CGC In the context of the Financing Facility, this Letter of Offer, the Tawarruq Transaction Documents
and/or the Security Documents;
| (m) | Title:
the Customer is the beneficial owner or has title to the Commodity Asset and all its assets; |
No Events of Default has occurred and/or is continuing:
| (o) | Dissolution/Bankruptcy/Section 366 of the Companies Act: |
no steps have been taken or any
legal proceedings or applications have been started or threatened (i) to restructure debt of the Customer and/or any Security Party; (ii)
in respect of the Customer and/or Security Party under Section 366 of the Companies Act 2016;
the Customer and each Security Party
is subject to civil and commercial law with regard to its obligations under this Letter of Offer, the Tawarruq Transaction Documents and/or
the Security Documents and the execution, delivery and performance of this Letter of Offer, the Tawarruq Transaction Documents and/or
the Security Documents constitute private and commercial acts rather than governmental or public acts and neither the Customer, the Security
Party nor any of their properties enjoy any immunity on the grounds of sovereignty or otherwise in respect of its obligations under this
Letter of Offer, the Tawarruq Transaction Documents and/or the Security Documents;
the Customer is conducting its business
and operations in compliance with all applicable laws and authorisations;
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| (vi) | ensure that at all times his/its obligations
under this Letter of Offer, the Tawarruq Transaction Documents and the other Security Documents
to which he/it is a party to constitute direct and unconditional obligations of the Customer; |
| (vii) | at all times during the Tenure satisfy the Bank Negara Malaysia’s eligibility criteria as set out in Section 1 of Annexure I annexed
hereto. |
| (viii) | observe and perform all the terms and conditions contained in this Letter of Offer, the Tawarruq Transaction Documents and the Security
Documents; |
| (ix) | observe and perform all the terms and conditions contained in this Letter of Offer, the Tawarruq Transaction Documents and the Security
Documents and on the part of the Customer or the Security Party to be observed and performed and not do or omit to do any act, matter
or thing which shall contravene the provisions of this Letter of Offer, the Tawarruq Transaction Documents and the Security Documents
or of any act, ordinance, enactment, order, rule or regulation now or hereafter affecting the same.
The Customer shall at all times hereafter Indemnify and keep indemnified CGC against all actions, proceedings, costs, expenses, claims
and demands in respect of such act matter or thing done omitted or suffered to be done in contravention of the said provisions. |
| 7. |
Restrictive
Covenants |
(a) | The
Customer hereby covenants that during the continuance of this Letter of Offer and/or as long
as any money remains to be paid by the Customer under the Financing Facility, it will not
without the consent in writing of CGC first had and obtained:- |
| (i) | declare or pay any dividend or bonus issue or make any distribution (be it income or capital in nature) if there is any monies outstanding
under the Financing Facility which is due and unpaid; |
| (ii) | make any prepayment or payment of any advance made by its shareholders, directors or related corporations or any other financing or
indebtedness if there is any monies outstanding under the Financing Facility which is due and unpaid; |
| (iii) | allow any change in its existing shareholders or their respective shareholdings and/or its directors and/or Its management line-up; |
| (iv) | add
to, delete, vary or amend its Constitution or change its financial year or the nature of
its present business; |
| (v) | permit any form of merger, reconstruction, consolidation or amalgamation by way of a scheme of arrangement or otherwise or approve,
permit any transfer of any part of its issued capital; |
| (vi) | pass any resolution or make any application for the Customer to be placed under judicial management (if applicable); or |
| (vii) | propose to enter into or permit the entry of any arrangement or composition (voluntary or otherwise) with any creditors of the Customer
(if applicable). |
| 8. | Additional Facility |
(a) |
Reutmsatjon |
| (i) | At any time during the Tenure,
the Customer may, upon approval by CGC, reutilise the Financing Facility or any part thereof. Any reutilisation of the Financing Facility
or any part thereof shall be affected in the manner as CGC deems fit and in conformity with the principles of Shariah. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| (ii) | For the purpose of the abovesaid reutilisation, the Customer and/or CGC respectively shall execute Tawarruq Transaction Documents
or any other security documents as may be required subject to the terms and conditions as determined by CGC at its sole and absolute discretion. |
| |
| (b) | Additional (Increase Limit Financing Facility |
| (i) | At any time during the Tenure, the Customer may, upon approval by CGC, increase the limit of the Financing Facility. Any increase
or the Financing Facility shall be affected in the manner as CGC deems fit and in conformity with the principles of Shariah. |
| (ii) | For the purpose of the abovesaid increase, the Customer and/or CGC respectively shall execute the Tawarruq Transaction Documents and
other related documents subject to the terms and conditions as determined by CGC at its absolute discretion. |
| 9. |
Continuing
Security |
(a) | The
security herein created is expressly intended to be and shall be held by CGC as a continuing
security for all monies whatsoever now or hereafter from time to time owing and payable to
CGC by the Customer under the provisions of this Letter of Offer, the Tawarruq Transaction
Documents and/or other Security Documents whether alone or jointly and severally with another
or others and whether as principal or surety notwithstanding that the Customer may at any
time cease to be indebted to CGC for any period or periods of time and notwithstanding:- |
| (i) | any account or accounts of the Customer with CGC may from any cause whatsoever cease to be current and notwithstanding any settlement
of account or accounts or otherwise; |
| (ii) | any change by amalgamation, consolidation or otherwise which may be made in the constitution of CGC. |
| (b) | This Letter of Offer shall be without prejudice to any security already given by the Customer and/or Security Party to CGC or any
security which may hereafter be given to CGC whether the same be for securing payments of the Financing Facility together with all other
costs and Charges thereof or any other monies covenanted to be paid herein or whether it is taken as additional or collateral security
or otherwise howsoever. |
| (c) | Nothing
herein contained shall prejudice or affect any lien to which CGC is entitled to or any other
securities which CGC may at any time or from time to time hold for or on account of the monies
hereby secured nor shall anything herein contained operate so as merge or otherwise prejudice
or affect any guarantee, mortgage, charge, lien or other security which CGC may for the time
being have for any monies intended to be hereby or otherwise secured or any right or remedy
of CGC thereunder. |
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| 10 | Covenant
to provide further security |
(a) |
The Customer shall at any time if and when required by CGC so to do execute or cause the Security Party to
execute in CGC’s favour or as CGC shall direct such legal or other mortgages, charges, assignments, transfers or agreements
as CGC shall require on all the Customer’s and/or Security Party’s estate right, title and interest in any property or
assets or business now belonging to or which may hereafter be acquired by or belong to the Customer and/or Security Party (including
any vendor’s lien) and the benefit of all licences held in connection therewith to secure all moneys and liabilities hereby
agreed to be paid or intended to be hereby secured, such mortgages, charges, assignments, transfers or agreements shall be prepared
by or on CGC’s behalf at the Customer’s and/or Security Party’s cost and to contain all such terms and conditions
for CGC’s benefits as CGC may reasonably require. |
| | | |
|
|
| | | |
(b) |
In furtherance of Section 10(a) of Annexure III above, CGC may require the Customer and/or the Security Party to deposit with
CGC the documents of title of any or all immovable properties vested in the Customer and/or the Security Party for any tenure and
all or any debentures, shares, stocks or other investments or securities registered in the Customer’s and/or the Security
Party’s name or otherwise belonging to the Customer and/or the Security Party. Such deposit may be by way of collateral
security for the payment of the moneys and liabilities hereby secured and may also or otherwise be for the purpose of securing any
other moneys payable to CGC and not secured hereby. |
| 11. | Events of Default |
(a) |
CGC may by notice to the Customer declare an Event of Default has occurred if at
any time and for any reason, any one (1) of the following events occurs at once or at any time thereafter:- |
| | | |
|
|
|
|
|
| (i) | if the Customer and/or the Security Party shall default in the payment to CGC of
any payment due and payable or any other moneys herein covenanted to be paid after the same shall have become due by the Customer to CGC
whether formally demanded or not; |
| |
|
|
| (ii) | if the Customer and/or the Security Party ceases or threatens to cease to utilise
the Financing Facility for the Purpose stipulated in Section 2 of Annexure II annexed hereto; |
| |
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|
| | |
| |
|
|
| (iii) | if the Customer and/or Security Party shall fail to observe or perform any covenants,
undertaking, stipulation, term and condition to be observed or performed herein; |
| |
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|
| | |
| |
|
|
| (iv) | if a distress or execution or other process of a court of competent jurisdiction is levied upon or
issued against any property of the Customer and/or Security Party and such distress, execution or other process, as the case may be,
is not satisfied by the Customer and/or Security Party within seven (7) days from the date thereof; |
| |
|
|
| | |
| |
|
|
| (v) | if the Customer and/or Security Party or any other party to any Security Documents
executed in respect of the Financing Facility commits or threatens to commit a breach of any term, representations and warranties, stipulation,
covenant or undertaking herein contained or in such other agreement or security document entered into between CGC and the Customer or
Security Party or such other party pursuant to this Letter of Offer and in the opinion of CGC has failed to remedy or take adequate steps
to remedy the same within seven (7) days after notice from CGC; |
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| |
|
|
| (vi) | if CGC has been misrepresented, wilfully misled or pertinent information has been
withheld by the Customer and/or Security Party with regard to any request for the disbursements of the Financing Facility and/or the existing
position of the Customer and/or Security Party(ies); |
| |
|
|
| | |
| |
|
|
| (vii) | if any statement, representation or warranty made in connection with the execution
and delivery of this Letter of Offer, the Tawarruq Transaction Documents and/or the Security Documents or in connection
with any request for the disbursement hereunder shall be found to be untrue and incorrect; |
| |
|
|
| | |
| |
|
|
| (viii) | If any step or action is taken or a resolution is passed for the bankruptcy of
the Customer and/or the Security Party or a petition for bankruptcy, as the case may be, is presented against the Customer and/or the
Security Party or, if such proceeding or action has been taken by the Customer and/or the Security Party and such steps or petition
is not discharged or stayed within twenty one (21) days from the date of the taking of such step or petition; |
| |
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|
| | |
| |
|
|
| (ix) | if for any reason any guarantee or security given to CGC for the payment of the
Financing Facility shall be terminated or shall lapse for any reason whatsoever or if the Customer and/or the Security Party shall be
in default under the terms of such guarantee or dies or becomes of unsound mind or incapacitated or commits any act of bankruptcy; |
| |
|
|
| | |
| |
|
|
| (x) | if any of the Customer’s and/or the Security Party’s other indebtedness
to (aa) CGC; or (bb) any third party or parties, becomes capable of being declared due prematurely in accordance
with the relevant terms thereof by reason of the Customer’s and/or the Security Party default or failure to
make any payment in respect thereof on the due date for each payment or if due on demand when demanded or the security
for such indebtedness becomes enforceable; |
| |
|
|
| | |
| |
|
|
| (xi) | if, by reason of any change after the date of this Letter of Offer in any applicable
law, regulation or regulatory requirement or, in the interpretation or application thereof of any governmental or other authority charged
with the administrator thereof it shall become unlawful for CGC to comply with its obligation herein or to continue to make available
the Financing Facility; |
| |
|
|
| | |
| |
|
|
| (xii) | if any related subsidiaries/associates companies as defined in the Companies Act
2016 fails to pay on due date any moneys payable under any agreement or arrangement with any other lender/ creditor/ financier; |
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|
| | |
| |
|
|
| (xiii) | if, in the opinion of CGC, its security hereunder is in jeopardy and notice thereof
is given to the Customer and/or the Security Party; and |
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| |
|
|
| (xiv) | any other event or events occur
or circumstances arise which in the sole opinion of CGC give reasonable grounds for believing
that (aa) it is improbable that the Customer and/or the Security Party will be able to perform
any of its obligations under this Letter of Offer, the Tawarruq Transaction Documents or
the relevant Security Documents; or (bb) it is improbable that any security party for the
Financing Facility will be able to perform any of its obligations under this Letter of Offer,
the Tawarruq Transaction Documents or the relevant Security Documents; or (cc) the Customer
may not (or may be unable to) duly and punctually perform or comply with its obligations
under this Letter of Offer, the Tawarruq Transaction Documents or the relevant Security Documents;
or (dd) any Security Party for the Financing Facility may not (or may be unable to) duly
and punctually perform or comply with its obligations under the relevant Security Documents
for any reasons whatsoever acceptable to the principles of Shariah. |
| |
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|
| | |
| |
|
|
| (xv) | if any step is taken (aa) to appoint a receiver or a receiver and manager or liquidator
to take over or wind-up the Customer; (bb) for any proposal by the Customer to be placed under judicial management
or to pass any resolution or make any application for the Customer to be placed under judicial management; or (cc)
to propose to enter into or permit the entry of any arrangement or composition (voluntary or otherwise) with any
creditors of the Customer and no declaration has been made by any competent court or authority in respect of a
moratorium on the payment of indebtedness or other suspension of payments generally (if applicable). |
| |
|
| (b) | The Customer and/or Security Party undertakes to indemnify and keep CGC indemnified against any cost, claim, loss, expense (including
legal fees) or liability together with any value added tax thereon, which it may sustain or incur as a consequence of the occurrence of
any Event of Default as set out herein. |
| |
12. | CGC’s Right Upon Events of Default |
(a) |
Upon an Event of Default:- |
| |
|
|
| (i) | CGC shall have the absolute right by notice in writing to the Customer to determine
the Financing Facility, this Letter of Offer, the Tawarruq Transaction Documents and/or the Security Documents or to refuse to disburse
the Financing Facility or any part thereof and whereupon CGC’s Sale Price, any Late Payment Charges thereon or any other fees or charges
payable under the Financing Facility shall become immediately payable under the provisions of this Letter of Offer, the Tawarruq Transaction
Documents and/or the relevant Security Documents. |
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|
|
| | |
| |
|
|
| (ii) | Upon the giving of such notice, any part of the undisbursed Financing Facility
shall be set off, but any part of the Financing Facility already disbursed shall become due and immediately payable on demand. |
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|
| | |
| |
|
|
| (iii) | CGC’s right to determine the Financing Facility, this Letter of Offer under Section 12 (a)(i) and
(a)(ii) of Annexure III hereof includes the right to terminate the Financing Facility, this Letter of Offer and demand for the full
payment of the Customer’s Indebtedness. |
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|
| (iv) | CGC shall have the right to declare the security hereby created as enforceable. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 13. | Remedies of CGC |
(a) |
Upon demand and/or the occurrence
of any Event of Default, CGC shall be entitled to exercise such rights and remedies that
are available to it under this Letter of Offer, the Security Documents and/or the Tawarruq
Transaction Documents and/or at law including any of the following rights and powers:- |
|
|
|
| (i) | the right to sue and institute by way of a civil suit or
action for the recovery of the Indebtedness concurrently with any of the other rights and remedies of CGC herein or at law; and |
|
|
|
| (ii) | the
Customer shall and hereby expressly agree covenant and undertake to do and execute or cause
the Security Party(ies) as the case may be, to do and execute all acts, deeds, instruments
and things which CGC may require or stipulate for the purpose of effecting and/or completing
anything and/or any transaction mentioned in this Section 13 of Annexure III. |
| 14. | Concurrent Remedy |
Notwithstanding
any provision hereof, it is hereby expressly agreed that upon occurrence of an Event of Default,
CGC shall thereafter have the right to execise all or any of the remedies available under
this Letter of Offer, the Tawarruq Transaction Documents and any Security Documents or by
law statute or otherwise and shall be entitled to exercise such remedies concurrently, including
pursuing all remedies available under and pursuant to this Letter of Offer and/or the Security
Documents and/or the Tawarruq Transaction Documents and/or civil suit and/or pursuant to
any statute or otherwise to recover amount due and payable by the Customer to CGC. In the
event CGC does not wish to exercise such remedies concurrently CGC shall be entitled to institute
civil suits against the Customer or the Security Party or any party providing security to
recover all monies outstanding or to dispose of or realise any security herein provided in
such manner or order as it may determine at its sole and absolute discretion. |
| 15. | Rehabilitative Measures |
(a) |
Rescheduling |
| |
|
|
|
(i) |
Subject to CGC’s discretion, CGC may agree to extend or reschedule the payment period of the Indebtedness without any increase to the CGC’s Sale Price. CGC shall have the right to demand for additional securities as specified in Section 10 of Annexure III to facilitate the rescheduling to secure the Indebtedness. |
| |
|
|
|
(i) |
Subject to CGC’s discretion, CGC may agree to settle the Indebtedness of the Customer by entering into a new contract with the Customer that may result in a new Indebtedness secured in the new contract subject to the terms and conditions contained thereof. |
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|
(c) |
Hiwalah (Transfer/Assignment of Debt) |
| |
|
|
|
(i) |
Subject to CGC’s discretion, CGC may agree to the Customer transferring the obligation to pay CGC’s
Sale Price under this Letter of Offer to a third party. The Indebtedness shall be secured in the Hiwalah executed between CGC and
the third party who have agreed to take over the obligation for the Indebtedness. |
| 16. | Rebate (lbra’) And Advance Payment |
(a) |
CGC shall grant rebate (lbra’) to the Customer on CGC’s Sale Price and/or any other
monies remaining unpaid by the Customer in the following circumstances: |
|
|
|
| (i) | *Difference between the amount of Profit calculated based on Ceiling or Contracted
Profit Rate (“CPR”) and Effective Profit Rate |
| |
|
|
| (ii) | The difference between amount of profit calculated based on CPR and EPR shall be waived by CGC by way of lbra’ upon receipt by CGC of the amount payable by the Customer or end of Tenure, whichever is earlier.
*(applicable for variable rate financing) |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
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|
| (i) | The Customer shall be allowed to request for partial settlement of CGC’s Sale Price at any time during
the Tenure by giving advance written notice to CGC. Payment of the partial settlement amount (“Partial Settlement Amount”) must
be made on the date as determined by CGC. |
| |
|
| (ii) | In the event the Customer exercises its right as above, the profit portion that is calculated on the Partial
Settlement Amounts, from the date of receipt of the said Partial Settlement Amount until the end of Tenure or upon receipt of the Partial
Settlement Amount (for Early Settlement (as defined hereinafter)), whichever is earlier, shall be waived by CGC by way of lbra’. The said
waiver by CGC shall be upon receipt of the Partial Settlement Amount or the end of Tenure, whichever is earlier. |
| |
| (c) | Early Settlement or Events of Default |
| |
|
| (i) | The Customer shall make full settlement of the outstanding balance (“Early Settlement”) before
expiry of the Tenure in either the following events: |
| |
|
|
| (i-i) | the Customer requests for an Early Settlement by way of an
Early Settlement Notice; |
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|
|
| (i-ii) | Ear1y Settlement due to financing restructuring exercise; |
| |
|
|
| (i-iii) | Ear1y Settlement in the Event of Default; and/or |
| |
|
|
| (i-iv) | Early Settlement in the event of termination of this Letter
of Offer before expiry of the Tenure for any other reason whatsoever. |
| |
|
| (ii) | CGC shall grant an lbra’ on CGC’s Sale Price upon receipt of the Ear1y Settlement amounts pursuant to: |
| |
|
|
| (ii-i) | the Customer exercising its right for Early Settlement as
stated above; or |
| |
|
|
| (ii-ii) | CGC exercising its right to terminate the Financing Facility
upon Events of Default. |
| |
|
| (iii) | Cancellation of Financing Facility pursuant to expiry of
availability period: |
| |
|
|
| (iii-i) | If the Financing Facility is cancelled by CGC within the
availability period, the profit portion calculated on the undisbursed amount shall be waived by CGC by way of lbra’; |
| |
|
|
| (iii-ii) | In accordance with methods and formula as set out in this
Letter of Offer or such other methods and formula adopted by CGC or as approved by Bank Negara Malaysia and/or SAC BNM. |
| |
| (d) | CGC’s calculation of such lbra’ shall be treated as final and binding. |
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| |
| (e) | It is hereby acknowledged and agreed that the rebates referred to herein shall not be construed in any
manner whatsoever as cash rebate payable to the Customer, but shall be reflected as a reduction in the profit element of CGC’s Sale Price.
The rebate shall only be deemed granted upon receipt of the settlement or redemption sum as determined by CGC based on the following formula: |
| Outstanding
CGC’s Sale Price |
LESS
|
Outstanding Approved Financing Amount |
LESS |
Other Amount Due to
CGC |
| |
| | CGC’s calculation of lbra’ for variable financing |
| |
|
| (i) | The calculation
for variable financing shall be in accordance with the formula as provided under the Guidelines on lbra’ (Rebate) for Sale-Based Financing
issued by Bank Negara Malaysia. |
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|
|
(f) |
Advance Payment |
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|
|
|
Any payment
that is in excess of the monthly instalment will be considered as advance payment, which will be used to set-off any outstanding charges,
costs and/or monthly instalment in the manner as determined by CGC. |
| 17. |
Cross Default |
|
The Customer hereby
expressly agrees that if any sums shall be due from the Customer to CGC from time to time or at any time or if the Customer may be or
become liable to CGC anywhere on financing account or any other account current or otherwise in any manner whatsoever or if default is
made in any provisions of such account or in any other financing facilities granted by CGC to the Customer or in any of the provisions
herein, then in any such event, the moneys hereby secured together with all moneys payable under such account or other financing facilities
aforesaid shall immediately become due and payable and the security herein shall become immediately enforceable. |
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|
| 18. |
Remedies and Waivers |
|
No relaxation,
forbearance, indulgence, failure or delay on the part of CGC in exercising nor any omission to exercise any right, power, privilege or
remedy accruing to CGC under this Letter of Offer and/or the Tawarruq Transaction Documents and/or the other Security Documents or any
security in favour of CGC upon any default on the part of the Customer and/or the Security Party shall impair any such right, power, privilege
or remedy or be construed as a waiver thereof or an acquiescence in any default affect or impair any right, power, privilege or remedy
of CGC in respect of any other or subsequent default nor shall any single or partial exercise of any right or remedy prevent any further
or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not
exclusive of any other rights or remedies provided by law. |
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| 19. |
Reconstruction of the Customer and/or the Security Party or CGC |
|
The securities,
rights, liabilities and/or obligations created by this Letter of Offer shall continue to be valid and binding for all purposes whatsoever
notwithstanding any change by amalgamation, re-construction, restructuring or otherwise which may be made in the constitution of CGC and
similarly the liabilities and/or obligations created by this Letter of Offer shall continue to be valid and binding for all purposes whatsoever
notwithstanding any change by amalgamation, re-construction, restructuring or otherwise howsoever in the constitution of the Customer
and/or the Security Party and it is expressly declared that no change of any sort whatsoever in relation to or affecting the Customer
and/or the Security Party shall in any way affect the securities, liabilities and/or obligations created hereunder in relation to any
transaction whatsoever whether past, present or future. |
| |
|
|
|
| 20. |
Successors, lndorseas And Assigns |
(a) |
This Letter of Offer shall be valid and binding upon and endure to the benefit of the Customer and/or
the Security Party and CGC and their respective successors in title and indorsees, and in the case of CGC, its assigns. |
| |
|
|
|
| |
|
(b) |
CGC may at any time without the consent or concurrence of the Customer and/or the Security Party
be at liberty to assign or to transfer their rights and obligations hereunder. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| |
|
(c) |
The Customer and/or the Security Party shall not assign or transfer its rights hereunder or any interest herein. |
| |
|
|
|
| 21. |
Modification and Indulgence | (a) |
CGC may and without in any way affecting the security hereby created:- |
| |
|
|
(i) |
determine,
modify, restructure, vary or increase any financing or other facility granted to the Customer and may openor continue any account or
accounts (or both) with the Customer at any branch or branches of CGC; |
| |
|
|
|
|
| |
|
|
(ii) |
grant to the Customer or the Security Party or any other person any time or indulgence; |
| |
|
|
|
|
| |
|
|
(iii) |
deal with, exchange, release or modify or abstain from perfecting or enforcing any security or other
guarantee or right it may now or at any time hereafter or from time to time have from or against the Customer or the Security Party
or any other person; |
| |
|
|
|
|
| |
|
|
(iv) |
enter into any deed of composition with the Customer and/or the Security Party; |
| |
|
|
|
|
| |
|
|
(v) |
renew any bill, notes or other negotiable security. |
| 22. | Variation of The Terms of This Letter of Offer |
(a) |
It is hereby expressly agreed and declared by the parties hereto that the terms of this Letter of Offer and/or the Tawarruq Transaction
Documents and/or the Security Documents, premised on the Shariah principle of ‘contract is based on mutual consent’, may be varied
in the manner acceptable to CGC and thereupon such amended details of this Letter of Offer and/or the Tawarruq Transaction Documents
and/or the Security Documents shall be deemed to become effective and shall be read and construed as if such amended details have
been incorporated in and had formed part of this Letter of Offer and/or the Tawarruq Transaction Documents and/or the Security Documents
at the date of execution thereof. |
| |
|
|
|
| |
|
(b)
| Such variation or amendment may be varied by way of correspondences, supplemental letters, supplemental agreements or any other documents
at CGC’s discretion. |
| |
|
|
|
| 23. | Certificate of Indebtedness |
(a) |
In any
proceedings relating to this Letter of Offer, a statement as to any amount due to CGC under this Letter of Offer that is certified
as being correct by an authorised officer of the CGC shall, unless otherwise provided in this Letter of Offer, and save for manifest
error, be conclusive and binding on the Customer for whatever purposes including as being conclusive evidence of Indebtedness in the
court of law. |
| |
|
|
|
| |
|
(b) |
The statement referred to above may be in the form of a computer generated statement or notice which
requires no signature or which contains a printed or facsimile signature, as the case may be, at the sole and absolute discretion
of CGC and IT IS HEREBY EXPRESSLY AGREED that such a statement or Notice shall be a valid and binding statement or notice to the
Customer pursuant to the terms herein. |
| |
|
|
|
| 24. |
Severability |
Any term, condition, stipulation, provision, covenant or undertaking contained herein which is illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the remaining provisions hereof and such illegality, prohibition or unenforceability in any jurisdiction shall not invalidate or render illegal, void or unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 25. |
Taxes |
(a) |
The Customer shall pay any applicable taxes in respect of the execution,
delivery, performance, release, discharge, amendment, enforcement or attempted enforcement or otherwise in respect of any of the
following: |
| |
|
|
(i) |
this Letter of Offer or the Tawarruq Transaction Documents or the Security Documents; and |
| |
|
|
|
|
| |
|
|
(ii) |
any agreement or document entered into or signed under any of the Security Documents. |
| |
|
(b) |
The Customer shall pay any applicable fines, penalties and other costs in respect of a failure to pay any tax described in Section 25(a) of Annexure III herein. |
| |
|
|
|
| |
|
(c) |
The Customer shall indemnify and keep indemnified and save harmless CGC against any amount payable under Section 25(a) or Section 25(b) of Annexure III herein or both. |
| 26. |
Right to Set-Off or Consolidate
Accounts |
(a) |
It is hereby expressly agreed and declared that unless CGC otherwise agrees any security whether given now or hereafter shall not be discharged or released except on payment of not only all monies secured hereby but also all monies whatsoever and howsoever due or payable or due from the Customer(s) to CGC (whether such liability be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other account or accounts of whatsoever nature (Whether current, deposit or financing account), agreement or contract or otherwise with CGC. |
| |
|
|
|
| |
|
(b) |
Without prejudice to any other remedies which CGC may have, CGC shall have the right at its sole and absolute discretion to: |
| |
|
|
(i) |
withhold, combine, consolidate or merge any or all accounts of the Customer with CGC of whatsoever nature (whether current, deposit or financing account), at any branch of CGC with any liabilities of the Customer (whether such liability be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any account (whether current, deposit or financing documents), or contract or otherwise with CGC; and |
| |
|
|
|
|
| |
|
|
(ii) |
upon CGC giving seven (7) calendar days’ prior written notice to the Customer, debit, transfer and/or set-off from any account of the Customer with CGC where so ever situated (whether current, deposit, financing or of any other nature whether in Ringgit or any other currency), any available balance or any sum (standing to the credit of any such accounts, agreement or contract in or towards the satisfaction of the total monthly payments and/or the Indebtedness of the Customer. |
| |
|
(c) |
Such right shall be exercised by CGC at its discretion following an occurrence of an Event of Default and it is hereby agreed and declared that the Customer shall not be entitled to require lhe release of any security provided to CGC except on payment by the Customer to CGC of not only all monies referred to herein but also all monies whatsoever or howsoever payable or due from the Customer to CGC under any other account whether as a customer. guarantor or security provider. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 27. |
Guidelines on
Credit Transactions and Exposures with Connected Parties for Islamic Banks by Bank Negara Malaysia (BNM) (“Guidelines”) |
|
The Customer hereby declares that the Customer
and/or the Security Party has had notice of the Guidelines and hereby agrees that the approval and operation or utilisation from
time to time of the Financing Facility is strictly conditional on the Customer’s and/or the Security Party’s representation and undertaking
that it shall not infringe, contravene nor be in breach of the Guidelines and/or of any replacement guidelines/specifications/circulars
issued pursuant to the Islamic Financial Services Act 2013 and/or the Development Financial Institutions Act 2002 and also hereby
undertakes to advise CGC if any of infringement as set out in the said Guidelines is established or discovered at any time. If at
any time during the continuance of this Financing Facility CGC discovers that there had been an infringement of the said Guidelines
and/or that the continued utilisation of the Financing Facility shall be in violation of the said Guidelines CGC shall be entitled
forthwith to exercise all of its rights contained herein. |
| 28. |
Applicable Law |
|
The parties hereto agree that this Letter of Offer shall be governed
by the laws of Malaysia and agree to submit to the jurisdiction of the Courts of Malaysia and further agree that service of any notice
and/or Legal Process may be effected in the manner set out in Section 29 of Annexure III. |
| 29. |
Service of Notices
and Legal
Process |
(a) |
Each
communication to be made under this Letter of Offer shall be made in writing and in the case of CGC, shall be under the hand of any manager
or other authorised officer of CGC or a solicitor or firm of solicitors purporting to act for CGC and, unless otherwise stated, shall
be by fax or letter, to the addresses specified in the this Letter of Offer or to such other address as the other party might have notified
the party giving the notice. |
| |
|
|
|
| |
|
(b) |
Any
such notice or request shall be deemed to have been sufficiently given, or made and be deemed received by the party lo whom it is given: |
| |
|
|
(i) |
If delivered by hand, when so delivered; or |
| |
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|
|
|
| |
|
|
(ii) |
if sent by post, on the second Business Day after posting; or |
| |
|
|
|
|
| |
|
|
(iii) |
in the case of telex or cable, on the Business Day immediately after transmission; or |
| |
|
|
|
|
| |
|
|
(iv) |
if sent by facsimile on the Business Day immediately after transmission provided that CGC has received an answer back confirmation. |
| |
|
(c) |
In the event of a change in the address or facsimile number of the Customer, the Customer shall as soon as
practicable but in any event at least seven (7) days prior to such change notify CGC in writing of such change. |
| |
|
|
|
| |
|
(d) |
No change in the Address for Service or facsimile number howsoever brought about shall be effective or binding on CGC unless
the Customer has given to CGC pursuant to Section 29(c) of Annexure III hereof actual notice of the change of the Address for Service
or facsimile number and nothing done in reliance of any of the provisions herein shall be affected or prejudiced by any subsequent
change in the Address for Service over which CGC has no actual knowledge at the time the act or thing was done or carried out. |
| |
|
|
|
| |
|
|
Provided
that any communication or document to be made or delivered to CGC shall be effective only when received, and then only if it is
expressly marked for the attention of the department or officer identified with the relevant officer’s signature below (or such
other department or officer as CGC shall from time to time specify for this purpose). |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| |
|
(e) |
Any notice or other communication to be given under or in respect of this Letter of Offer shall be delivered, given or sent to the addressee at the address or facsimile number (or such other address or facsimile number as the addressee may give notice to the other party in accordance with Section 29(c) of Annexure III hereof from time to time) set out hereinbefore. |
| |
|
|
|
| |
|
(f) |
CGC shall have absolute discretion whether to accept, or rely or act upon any communication received via telephone or email and shall be entitled to request verification of any such communication by any method CGC deem appropriate. |
| |
|
|
|
| |
|
(g) |
The service of any Legal Process may be given by prepaid registered or ordinary post sent to the Customer and/or the Security Party at the address herein stated and such Legal Process shall be deemed to have been duly served after the expiration of five (5) days from the date it is posted and no change in the Customer’s and/or the Security Party’s address herein stated or change howsoever brought about shall be effective or binding on CGC unless actual notice of the change of address has been given to CGC. |
| 30. |
Counterparts |
This Letter of Offer may be executed in any number of counterparts, and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Letter of Offer. |
| 31. |
Disclosure of
Information |
(a) |
The Customer and/or Security Party hereby agrees that as long as the agreement constituted by the acceptance
of this Letter of Offer continues and/or as long as any monies due thereunder remain outstanding, CGC shall be entitled to process
and disclose personal data and/or information on the Customer’s affairs (including the Customer’s accounts and/or future accounts)
with CGC to: |
| |
|
|
(i) |
any Security Party; or |
| |
|
|
|
|
| |
|
|
(ii) |
the Credit Bureau and the Central Credit Reference Information System (CCRIS) of Bank Negara Malaysia or such other authority or body established by Bank Negara Malaysia or such other authority having jurisdiction over CGC; or |
| |
|
|
|
|
| |
|
|
(iii) |
other body or authority or party to whom CGC is associated with; or |
| |
|
|
|
|
| |
|
|
(iv) |
a potential assignee or other person posing to enter into contractual arrangement with CGC; or |
| |
|
|
|
|
| |
|
|
(v) |
subject to the provisions of the Islamic Financial Services Act 2013 and Development Financial
Institutions Act 2002 and any regulations from Bank Negara Malaysia, companies which are now or which in the future may be
subsidiaries within the banking group of CGC. |
| |
|
(b) |
The Customer hereby expressly consents to such disclosure and hereby confirms and declares that no further consent from the Customer is necessary or required in relation thereto. Where it appears in this Section 31 of Annexure III, the terms ‘personal data’ and ‘process’ shall have the same meaning ascribed to them in the Personal Data Protection Act 2010. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 32. |
Disclaimer of
Reliance |
The Customer acknowledges that the Customer has not relied
upon any representations, warranties or advice whatsoever expressly or impliedly made by CGC or its officers, employees or agents prior
to signing of this Letter of Offer and hereby absolves CGC or its officers, employees or agents from any liability and/or responsibility
in respect of any negligence, misrepresentation and/or misstatement. By signing this Letter of Offer, the Customer declares that the
Customer has read this Letter of Offer in its entirety, understands the nature and effect of the contents of this Letter of Offer and
is signing this Letter of Offer of its own free will and consent. |
| 33. |
Completion of
Murabahah and
this Letter of Offer |
Upon settlement of CGC’s Sale Price and subject lo there being no breach of the terms committed by the Customer as contained herein, the Murabahah transaction and obligations of the Customer under this Letter of Offer is deemed completed. |
[End of Annexure III]
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
ANNEXURE IV
(to be read and construed as an
integral part of this Letter of Offer)
DEFINITION & INTERPRETATION
In this Letter of Offer where the
context so admits, the following expressions shall have the meaning designated unless otherwise distinguished:-
|
Address
for Service |
|
(a) |
CGC: The address as stated in this Annexure IV; |
| |
|
|
|
| |
|
(b) |
Customer: The address as stated in this Letter of Offer; |
| Annexures |
|
means the annexures appended to this Letter of Offer comprising the Annexure I (Specific Terms and Conditions), Annexure II (Terms and Conditions of Tawarnuq Financing Facility), Annexure III (General Terms and Conditions) and Annexure IV (Definition & Interpretation); |
| Appendices |
|
means the appendices appended to this Letter of Offer comprising the Security Documents and the Tawarruq Transaction Documents; |
| ‘Aqd |
|
means contract that consists of the ljab (Offer) and Qabul (Acceptance) between the contracting parties; |
| Ceiling/Contracted Profit Rate |
|
means the ceiling or contracted profit rate as set out in Paragraph 1(f) of this Letter of Offer; |
| CGC |
|
means CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD (Co
No.12441-M) a company registered under the Companies Act, 1965 (and deemed registered under the Companies Act, 2016) and having its
registered office at Level 14, Bangunan CGC, Kelana Business Centre, 97,
Jalan SS7/2, 47301 Petaling Jaya, Selangor Darul Ehsan including CGC’s assigns and successors-in-title; |
| CGC’s Purchase Price |
|
means the purchase price of the Commodity Asset equivalent to
the Approved Financing Amount as set out in Paragraph 1(d) of this Letter of Offer payable by CGC to the Commodity Trader subject to
the terms of this Letter of Offer; |
| CGC’s Sale Price |
|
means the sale price payable by the Customer to CGC as set out
in Paragraph 1(e) of this Letter of Offer for the sale of the Commodity Asset by CGC to the Customer; |
| Business Day |
|
means a day on which banks and financial institutions are open for transaction
of business of the nature required under this Letter of Offer; |
| Commodity Asset |
|
in relation to the Murabahah transaction, means the commodity as
acceptable to CGC particularly as referred in Section 3 of the First Schedule of the Murabahah Sale ‘Aqd annexed hereto in Appendix
I; |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| Commodity
Trader |
|
means
any commodity trader, supplier or broker acceptable to CGC for the purpose of buying or selling of the Commodity Asset; |
| |
|
|
| Conditions
Precedent |
|
means
the conditions referred to in Paragraph 6 of this Letter of Offer and the Annexure I (Specific Terms and Conditions) which must be
fulfilled and performed by the Customer before CGC proceeds with its disbursement of the Financing Facility; |
| |
|
|
| Customer |
|
the
party whose particulars are set out In this Letter of Offer and includes its successors in title and permitted assigns, heirs and/or
personal representatives; |
| |
|
|
| E-Certificate |
|
means
the certificates generated by Bursa Suq AI-Sile’ In relation to the Commodity Asset’s trading and transfer of ownership pursuant
to this Letter of Offer as annexed hereto in Appendix I ; |
| |
|
|
| Early
Settlement |
|
means
settlement of the Indebtedness prior to maturity of the Tenure; |
| |
|
|
| Early
Settlement Notice |
|
means
a written notice given by the Customer to CGC of the Customer’s intention to make Early Settlement; |
| |
|
|
| Effective
Profit Rate |
|
means
the Effective Profit Rate as set out in Paragraph 1(f) of this Letter of Offer for the calculation of payment due and payable to
CGC pursuant to the Facility; |
| |
|
|
| Events
of Default |
|
means
committal (whether by acts or commission or omission) by the Customer of any breach of the tenns of this Letter of Offer including
the happening of any event specified in Section 11 of Annexure III (General Terms and Conditions): |
| |
|
|
| Financing
Facility |
|
means
the Tawarruq Financing-i Facility made or to be made available by CGC to the Customer under the Shariah principle of Murabahah, for
the Shariah compliant purpose, in the maximum aggregate amount as set out in Section 2 of Annexure III (General Terms and Conditions); |
| |
|
|
| Hiwalah |
|
means
assignment of debt from the liability of the original debtor to the liability of a third person so that the original debtor becomes
free of liability; |
| |
|
|
| Ibra’/Rebate |
|
means
waiver on right of claim granted by a person to another person that has an obligation (Zimmah) which is due to him; |
| |
|
|
| Ijab |
|
means
the offer by CGC to the Customer in Murabahah transaction under the Tawarruq Financing-i Facility; |
| |
|
|
| Indebtedness |
|
the
CGC’s Sale Price and includes all other amount due and payable to CGC under the Financing Facility; |
| |
|
|
| Late
Payment Charges |
|
Means
late payment charges that comprise of compensation (ta’widh) and penalty (gharamah) as particularised in Section 4(a) of Annexure
III (General Terms and Conditions) herein |
| |
|
|
| Lazim |
|
means
a legally binding contract according to Shariah principles; |
| |
|
|
| Legal
Process |
|
means
the pleadings, all forms of originating process, interlocutory applications of whatever nature, affidavits, orders and such documents
which are required to be served under the Rules of Court and include any notice required to be given to any party under the Security
Documents and correspondences between the parties hereto, notices under the Companies Act, 2016, the Insolvency Act, 1967 together
with the rules made thereunder and any other relevant laws; |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| Letter
of Offer |
|
means
this letter(s) of offer issued by CGC including all the Annexures and Appendices herein and accepted by the Customer and includes
any amendment, variation or supplement hereto; |
| |
|
|
| Material
Adverse Effect |
|
means
any material situation or circumstances that in the opinion of CGC affects the Tawarruq Financing-i Facility and prejudices or threatens
to prejudice the interests of CGC as financier; |
| |
|
|
| Maturity
Date |
|
means
the last day of the Tenure and on which day the Financing Facility and all other sums whatever and howsoever due and payable to CGC; |
| |
|
|
| Month |
|
means
a calendar month; |
| |
|
|
| Murabahah |
|
means
a sale and purchase of the Commodity Asset where the acquisition cost and the mark-up are disclosed to the Customer; |
| |
|
|
| Murabahah
Sale Aqd |
|
In
relation to the Murabahah transaction, means the Murabahah Sate Aqd executed between CGC and the Customer for the Commodity Asset
evidenced by the e-certificates generated by Bursa Suq AI-Sila’ and payment of CGC’s Sale Price by the Customer to CGC; |
| |
|
|
| Purchase
Request |
|
In
relation to the Murabahah transaction means the purchase request issued by the Customer to CGC in the Tawarruq Transaction Documents
as appended in Appendix I; |
| |
|
|
| Purchase
Undertaking |
|
In
relation to the Murabahah transaction means the undertaking to purchase the Commodity Asset issued by the Customer to CGC in the
Tawarruq Transaction Documents as appended in Appendix I; |
| |
|
|
| Purpose |
|
the
purpose of the Financing Facility as stated in Paragraph 1(c) hereof and referred to in Section 2 of Annexure II (Terms and Conditions
of the Tawarruq Financing Facility); |
| |
|
|
| Qabul |
|
means
the Customer’s acceptance of CGC’s offer in Murabahah transaction under the Tawarruq Financing-i Facility; |
| |
|
|
| Ringgit
Malaysia or ‘RM’ |
|
means
the lawful currency of Malaysia; |
| |
|
|
| Rules
of Court |
|
the
Rules of Court 2012 and include any statutory amendment or re-enactment thereof. |
| |
|
|
| Sahih |
|
means
a legally valid contract according to Shariah principles in which all the required elements of the contract are present; |
| |
|
|
| |
|
|
| Security
Documents |
|
collectively
means the security documents as stated in Paragraphs 4(a) to 4(c) of this Letter of Offer and any other security documents executed
and/or required to be executed as CGC deems fit hereunder now and hereafter; |
| |
|
|
| Security
Party |
|
means
the Customer, guarantor(s) and/or any party or parties providing or which shall hereafter from time to lime provide any security
or guarantee in favour of CGC to secure the payment of the Indebtedness; |
| |
|
|
| Tawarruq |
|
means
the arrangement that involves sale of an asset to the purchaser on a deferred basis and subsequent sale of the asset to a third party
on a cash basis to obtain cash or vice versa; |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| Tawarruq
Transaction Documents |
|
collectively·means
the transaction documents described In Paragraph 4(d) of lhis Letter of Offer and includes any other documents as determined by CGC
from time to time. The Tawarruq Transaction Documents shall be taken and construed as an Integral part of this Letter of Offer. |
| |
|
|
| Tenure |
|
means
the period of time as stated in Paragraph 1(h) of this Letter of Offer; |
| |
|
|
| Wa’d |
|
means
promise or undertaking given by the Customer in this Letter of Offer; |
| |
|
|
| Wakil
(Agent) |
|
means
the party appointed as agent under the Wakalah (agency) contract as set out in the Tawarruq Transaction Documents as appended in
Appendix I; |
| |
|
|
| Wakalah |
|
means
Wakalah contract i.e. the appointment of CGC as agent set out in the Tawarruq Transaction Documents or such other format acceptable
to CGC. |
[End
of Annexure IV]
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
APPENDIX
I
(to
be read and construed as an integral part of this Letter of Offer)
TAWARRUQ
TRANSACTION DOCUMENTS
(in
connection to the sale and purchase of commodity as the underlying asset in the Murabahah sale transaction)
| 4. | Bursa
Suq AI-Sila’ E-Certificates |
| * | For
master Tawarruq, each of the TAWARRUQ TRANSACTION DOCUMENTS may be assigned with a serial
number indicating the series of transactions that occur for each Tawarruq transaction. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
PURCHASE
UNDERTAKING
(which
shall be taken and construed as an Integral part of this Letter of Offer)
Dated:
23/03/2022
From:
CL
TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]
10-2
JALAN TANJUNG SD 13/2
BANDAR
SRI DAMANSARA
52200
KUALA LUMPUR
WILAYAH
PERSEKUTUAN
To:
CREDIT
GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration
No. 197201000831 (12441-M)]
Level
14, Bangunan CGC,
Kelana
Business Centre, 97,
Jalan
SS7/2, 47301 Petaling Jaya,
(hereinafter
referred to as “CGC”)
Dear
Sirs,
TAWARRUQ
FINANCING FACILITY
LETTER
OF OFFER DATED 21-March-2022 (“Letter of Offer’’)
| 1. | Terms
defined in the Letter of Offer have the same meanings when used in this Purchase Undertaking. |
| 2. | By
this letter, I/We irrevocably and unconditionally; |
| i. | undertake
to purchase the Commodity Asset from CGC after CGC have purchased the Commodity Asset from
the Commodity Trader acceptable to CGC. |
| | | |
| ii. | shall
indemnify and keep CGC indemnified against all losses. actions, proceedings, claims, demands,
costs, damages and/or expenses (including legal costs on a run Indemnity basis) which CGC
may incur, suffer or sustain by reason of any broach of our undertaking contained in this
Purchase Undertaking. |
| 3. | This
Purchase Undertaking shall be irrevocable upon issuance and shall be binding on me/us as
the Customer. |
Yours
faithfully,
CL
TECHNOLOGIES (INTERNATIONAL) SDN, BHD. [201901005005(1314332U)]
| /s/
NG CHEN LOK |
|
|
| Name: |
NG CHEN LOK |
|
Name: |
|
| Designation: |
DIRECTOR |
|
Designation: |
|
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
PURCHASE REQUEST
(which shall be taken and construed as an integral
part of this Letter of Offer)
Dated: 28/03/2022
From:
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]
10-2 JALAN TANJUNG SD 13/2
BANDAR SRI DAMANSARA
52200 KUALA LUMPUR
WILAYAH PERSEKUTUAN
To:
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831 (12441-M)]
Level 14,
Bangunan CGC,
Kelana Business Centre, 97,
Jalan SS7/2, 47301 Petaling Jaya, (hereinafter referred to as “CGC”)
Dear Sirs,
TAWARRUQ FINANCING FACILITY
LETTER OF OFFER DATED 21-March-2022 (“Letter
of Offer”)
| 1. | Terms defined in the letter of Offer have the same meanings when used in this
Purchase Request. |
| 2. | I/We hereby request a utilisation of the Financing Facility in the amount of
Ringgit Malaysia 100,000.00 only, subject to fulfilment of all Conditions Precedent as set out in the Letter of Offer. |
| 3. | By this letter, I/we irrevocably and unconditionally request CGC to purchase the
Commodity Asset from the Commodity Trader acceptable to CGC at CGC’s Purchase Price under the purchase transaction. The purchase
price/CGC’s Purchase Price is equivalent to the Approved Financing Amount granted to me/us as the Customer. |
| 4. | I/We shall at all times fully Indemnify and keep CGC indemnified against all
and any action, proceeding, claim, expense, loss, damage or liability which CGC may incur as a consequence of the cancellation of
this Purchase Request by me/us. This Purchase Request shall be irrevocable upon issuance and shall be binding on me/us as the
Customer |
Yours faithfully,
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]
| /s/ NG CHEN LOK |
|
|
| Name: NG CHEN LOK |
|
Name: |
| Designation: DIRECTOR |
|
Designation: |
| |
 |
|
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
WAKALAH ‘AQD (AGENCY
CONTRACT)
(which shall be taken and construed
as an integral part of this Letter of Offer)
Dated: 28/03/2022
From:
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]
10-2 JALAN TANJUNG SD 13/2
BANDAR
SRI DAMANSARA
52200 KUALA LUMPUR
WILAYAH PERSEKUTUAN
To:
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831
(12441-M)]
Level 14, Bangunan CGC,
Kelana Business Centre, 97,
Jalan SS7/2, 47301 Petaling Jaya,
(hereinafter referred to as “CGC”)
Dear Sir’s,
TAWARRUQ FINANCING FACILITY
LETTER
OF OFFER DATED 21-March-2022 (“Letter of Offer”)
| 1. | Terms defined in the letter of Offer have the same meanings when used in this Wakalah ‘Aqd. |
| | |
| 2. | By this letter, I/we irrevocably and unconditionally: |
| (a) | appoint CGC as my/our Wakil (Agent) and authorise CGC to
act for and on my/our behalf: |
| i. | to enter into Murabahah Sale ‘Aqd and purchase Commodity
Asset from CGC at CGC’s Sale Price payable on deferred payment basis; |
| ii. | upon due conclusion of the Murabahah Sale ‘Aqd, to sell the Commodity Asset to any Commodity Trader
at the selling price equivalent to Approved Financing Amount on spot basis; and |
| iii. | to receive payment of the abovesaid sale transaction that is equivalent to the Approved Financing
Amount on my/our behalf; and |
| iv. | to deliver possession of and title in and to the Commodity Asset to a purchaser of the Commodity Asset
at CGC’s discretion. |
| (b) | authorise CGC as my/our Wakil (Agent):- |
| i. | to sign and execute all documents and do all acts and observe and perform all
obligations required to be done in connection with the appointment as agent, or imposed under any agreement for sale of the Commodity
Asset to any Commodity Trader or third party; and |
| ii. | to delegate its rights and duties as an agent herein to any third party to do
all acts necessary for the completion of the required transaction; and |
| iii. | (if required) to do all the administrative duties regarding the purchasing or
holding and the selling of the Commodity Asset thereof. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 3. | I/We hereby irrevocably and unconditionally instruct CGC to immediately pay the
proceeds of the sale of the Commodity Asset into designated account where applicable. |
| 4. | I/We shall at all times fully indemnify and keep CGC indemnified against all and
any action, proceeding, claim, expense, loss, damage or liability which CGC may incur as a consequence of or arising from or connected
to the appointment of CGC as my/our Wakil (Agent). |
| 5. | This Wakalah ‘Aqd shall be irrevocable upon issuance and shall be binding on me/us as the Customer. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
IN WITNESS WHEREOF the Common Seal and/or hands of
the Customer was hereunto affixed and/or set.
| Signatory(ies) to this Agency Contract are advised to seek
independent legal advice on the legal implications, nature and effect of this document before signing this Agency Contract. By
signing this Agency Contract, the Customer declares that the customer has read this Agency Contract in its entirety, understands the
nature and effect of its contents and is signing this Agency Contract of its own free will and consent. |
*For Registered Business Customer
SIGNED for and on behalf of the
Customer )
in the presence of:- )
| |
|
| |
Partner/Sole Proprietor/Individual
carrying on
business under the name and style of |
| |
|
| |
Name: |
| |
NRIC No.: |
| |
Date: |
SIGNED for and on behalf of
the Customer )
in the presence of:- )
| |
|
| |
Partner/Sole Proprietor/Individual
carrying on
business under the name and style of |
| |
|
| |
Name: |
| |
NRIC No.: |
| |
Date: |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
For Company Customer
[*Where the Customer possesses a common seal.]
| SIGNED for and on behalf of the Customer |
) |
|
| in a manner authorised by its constitution |
) |
|
| under its Common Seal which |
) |
|
| said Seal was hereunto duly affixed |
) |
|
| on the 20 |
) |
|
| in the presence of: |
) |
|
| |
|
|
| Director |
|
Director |
| Name: |
|
Name: |
| NRIC No.: |
|
NRIC No.: |
| Date: |
|
Date: |
[*Where the Customer
does not possesses a common seal.]
| SIGNED for and on behalf of the Customer |
) |
|
| in a manner authorised by its |
) |
|
| constitution or Companies Act 2016 |
) |
|
| (if no constitution) |
) |
|
| on the 20 |
) |
|
| in the presence of: |
) |
|
| /s/ NG CHEN LOK |
|
|
| Director |
|
Director |
| Name: NG CHEN LOK |
|
Name: |
| NRIC No.: 870203065701 |
|
NRIC No.: |
| Date: 28/03/2022 |
|
Date: |
| |
|
|
| |
|
|
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
ACKNOWLEDGEMENT OF
THE APPOINTMENT AS WAKIL (AGENT)
Date
: 28/03/2022
RE
: ACKNOWLEDGEMENT OF THE APPOINTMENT AS WAKIL (AGENT) UNDER THE WAKALAH ‘AQD
We
hereby accept the appointment as purchasing and sale agent pursuant to the Wakalah ‘Aqd.
 |
|
| Authorised Signatory for |
|
| CREDIT GUARANTEE CORPORATION MALAYSIA
BERHAD |
| [Registration No. 197201000831
(12441-M)] |
|
| |
|
| Name: |
|
| Designation: |
|
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
MURABAHAH
SALE ‘AQD
(Which
is to be taken, read and construed as essential part of this Contract)
| Section
No. |
|
Subject
Matter |
|
Particulars |
| 1. |
|
Date
of this Murabahah Sale Aqd |
|
|
| 2. |
|
Name
and Address of Customer |
|
Registered
Business Customer/Company Customer
Name: CL
TECHNOLOGIES (INTERNATIONAL)
SDN. BHD.
Business
Registration No.: (201901005005(1314332U)]
Business
Address: 10-2 JALAN TANJUNG SD
13/2 BANDAR
SRI DAMANSARA 52200 KUALA
LUMPUR WILAYAH
PERSEKUTUAN
Registered
Address: 81 LEBOH UNTA TAMAN
BERKELEY
41150 KLANG SELANGOR |
| 3. |
|
Description
of the Commodity Asset |
|
CPO-MSIA-09 |
| 4. |
|
Purchase
Price of Commodity Asset |
|
RM100,000.00 |
| 5. |
|
CGC’s
Sale Price |
|
RM133,476.31 |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
STATUTORY DECLARATION
I/We
am/are
NG
CHEN LOK (NRIC No.870203065701), a Malaysian citizen of full age having an address at A 2482 TAMAN TAS PUTRA JALAN KAMPUNG BHARU 25100
KUANTAN PAHANG MALAYSIA
do
hereby SOLEMNLY and SINCERELY DECLARE THAT:-
| 1. | I/We
am/are the directors/partners/sole proprietor carrying on business under the name and style
of the CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]. |
| | | |
| 2. | As
at the date hereof, I am/we are not bankrupt(s) and has/have not committed any act of bankruptcy
within the meaning of Section 3 of the Insolvency Act 1967 and that no bankruptcy proceedings
have been instituted against me/us under the laws of Malaysia or in anywhere else having
jurisdiction over me/either one of us. |
| 3. | The
Customer has been granted a financing facility under the BizMula-i Tawarruq Financing-i Application
No. 1000604905 (“Financing Facility”) by the financier, Credit Guarantee Corporation
Malaysia Berhad [Registration No. 197201000831 (12441-M)) (“CGC”). |
| 4. | (I/We
have been authorised by the Customer to make this declaration on behalf of the Customer. |
| | | |
| 5. | The
Customer has not been wound up and there has not been any winding up petition commenced against
the Customer as at the date hereof. |
| 6. | There
are no litigation, arbitration or administrative proceedings current or pending or threatened
against the Customer.] |
| | | |
| 7. | The
Customer is fully aware, and hereby acknowledges that the Customer has been advised by CGC
to engage separate and independent legal representation in this matter in particular with
regard to the legal implications, nature and effect of the provisions of the financing documentation
to be executed by the Customer in relation to the Financing Facility. However, the Customer
has chosen not to do so while fully aware of the consequences of not being represented in
this transaction. |
| | | |
| 8. | The
Customer has read and fully understands the nature and effect of the financing documentation
(including but not limited to the product disclosure sheet) and confirm that the financing
documentation are or will be executed by the Customer of the Customer’s own free will and
consent. |
| 9. | The
Customer undertakes to notify CGC within seven (7) days from the date or the Customer becoming
aware or any winding up petition being filed against the Customer or any litigation arbitration
or administrative proceedings being instituted against the Customer. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
GUARANTOR’S
STATUTORY DECLARATION
I/We
am/are
NG
CHEN LOK (NRIC No.870203065701), a Malaysian citizen of full age having an address at A 2482 TAMAN TAS PUTRA JALAN KAMPUNG BHARU 25100
KUANTAN PAHANG MALAYSIA
do
hereby SOLEMNLY and SINCERELY DECLARE THAT:-
| 1. | CL
TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [Business Registration No. 201901005005 (1314332U)]
has been granted a financing facility under the BizMula-i Tawarruq Financing-i Application
No. 1000604905 (“Financing Facility”) by the financier, Credit Guarantee Corporation
Malaysia Berhad (Company No: 197201000831/12441-M) (“CGC”). |
| 2. | I
am/We ar e the guarantor(s) of the Customer in relation to the Financing Facility. |
| 3. | As
at the date hereof, I am/we are not bankrupt(s) and has/have not committed any act of bankruptcy
within the meaning of Section 3 of the Insolvency Act, 1967 and that no bankruptcy proceedings
have been instituted against me/us under the laws of Malaysia or in anywhere else having
jurisdiction over me/either one of us. |
| 4. | I
am/We are fully aware, and hereby acknowledge that I/we have been advised by CGC to engage
separate and independent legal representation in this matter in particular with regard to
the legal implications, nature and effect of the provisions of the Guarantee to be executed
by me/us in relation to the Financing Facility. However, I/we have chosen not to do so while
fully aware of the consequences of not being represented in this transaction. |
| 5. | I/We
have read and fully understand the nature and effect of the Guarantee and confirm that the
Guarantee is or will be executed by me/us of my/our own free will and consent. |
| 6. | I/We
make this declaration in full knowledge and awareness of CGC’s reliance on this declaration
as an inducement or basis to grant or continue to grant the Financing Facility to the Customer. |
| | | |
| 7. | I
am/We are fully aware that the penal consequences for making a false declaration in respect
of the above may include imprisonment up to two (2) years or fine or both under Section 109
of the Insolvency Act, 1967 and/or imprisonment up to ten (10) years and fine under Section
420 of the Penal Code. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| 10. | The
Customer makes this declaration in full knowledge and awareness of CGC’s reliance on this
declaration as an inducement or basis to grant or continue to grant the Financing Facility
to the Customer |
| | | |
| 11. | I
am/We are folly aware that it is a criminal offence to induce CGC to grant the Financing
Facility on the basis of a false declaration. The penal consequences may include imprisonment
up to two (2) years or fine or both under Section 109 of the Insolvency Act, 1967 and/or
imprisonment up to ten (10) years and fine under Section 420 of the Penal Code. |
And
I/we make this declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations
Act, 1960.
| SUBSCRIBED and SOLEMNLY DECLARED |
) |
| By |
|
) |
| And |
29 MAR 2022 |
) |
|
at this day of |
) |
| /s/
NG Chen Lok |
|
| Name: |
NG Chen Lok |
|
| (NRIC No. |
870203-06-5701) |
|
| Designation: |
Managing Director |
|
DS_1 SP (Pin 1/2017)
|
|
IBU PEJABAT
LEMBAGA HASIL DALAM NEGERI MALAYSIA
MENARA HASIL
PERSIARAN RIMBA PERMAI
CYBER 8, 63000 CYBERJAYA
SELANGOR DARUL EHSAN |
|
| |
SIJIL SETEM
STAMP CERTIFICATE
(Sila lekatkan sijil setem ini ke atas surat cara sebagai bukti penyeteman)
Please attach this stamp certificate to the instrument as evidence of stamping |
ASAL |
| Cara Bayaran Payment Method |
FPX TRANSATIONS |
| No. Adjudikasi Adjudication No. |
T01C4B94CDXW026 (SALINAN 2/2) |
| Jenis Surat Cara |
LETTER OF OFFER |
| Type Of Instrument |
SURAT CARA UTAMA |
| Tarikh Surat Cara |
28/03/2022 |
| Date of Instrument |
|
| Balasan Consideration |
RM 100,000.00 |
Maklumat Pihak Pertama / Penjual / Pemberi First Party /
Vendor / Transferor / Assignor
CREDIT GUARANTEE CORPORATION MALAYIA BERHAD, NO SYARIKAT 197201000831
(12441-M)
Maklumat Pihak Kedua / Pembeli / Penerima Second Party /
Purchaser / Transferee / Assignee
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD., NO SYARIKAT 201901005005(1314332U)
Butiran Harta / Suratcara Property / Instrument Description
TIDAK BERKENAN
Dengan ini disahkan surat cara ini disetem dan diindors seperti maklumat
di bawah:
This is to certify this instrument is stamped and indorsed as below:
| No. Kelulusan Perbendaharaan Treasury Approval No. : KK/BSKK/10/600-2/12(60) |
Tarikh Cetak Printed Date : 20/05/2022 11:44:34 |
Pengesahan ketulenan Sijil Setem ini boleh dipastikan di
stamps.hasil.gov.my atau melalui aplikasi telefon pintar
The authenticity of this Stamp Certificate can be verified at stamps
hasil.gov my or by mobile app
Ini adalah cetakan komputer dan tidak perlu ditandatangani
This is a computer generated printout and no signature is required
-- tamat/end ---
DS_1 SP (Pin 1/2017)
|
|
IBU PEJABAT
LEMBAGA HASIL DALAM NEGERI MALAYSIA
MENARA HASIL
PERSIARAN RIMBA PERMAI
CYBER 8, 63000 CYBERJAYA
SELANGOR DARUL EHSAN |
|
| |
|
|
ASAL |
| |
SIJIL SETEM
STAMP CERTIFICATE
(Sila lekatkan sijil setem ini ke atas surat cara sebagai bukti penyeteman)
Please attach this stamp certificate to the instrument as evidence of stamping |
|
| Cara Bayaran Payment Method |
FPX TRANSATIONS |
| No. Adjudikasi Adjudication No. |
T01C4B94CDXW026 (SALINAN 1/2) |
| Jenis Surat Cara |
LETTER OF OFFER |
| Type Of Instrument |
SURAT CARA UTAMA |
| Tarikh Surat Cara |
28/03/2022 |
| Date of Instrument |
|
| Balasan Consideration |
RM 100,000.00 |
Maklumat Pihak Pertama / Penjual / Pemberi First Party /
Vendor / Transferor / Assignor
CREDIT GUARANTEE CORPORATION MALAYIA BERHAD, NO SYARIKAT 197201000831
(12441-M)
Maklumat Pihak Kedua / Pembeli / Penerima Second Party /
Purchaser / Transferee / Assignee
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD., NO SYARIKAT 201901005005(1314332U)
Butiran Harta / Suratcara Property / Instrument Description
TIDAK BERKENAN
Dengan ini disahkan surat car aini disetem dan diindors seperti maklumat
di bawah:
This is to certify this instrument is stamped and indorsed as below:
| No. Kelulusan Perbendaharaan Treasury Approval No : KK/BSKK/10/600-2/1/2(60) |
Tarikh Cetak Printed Date : 20/05/2022 11:44:34 |
Pengesahan ketulenan Sijil Setem
ini boleh dipastikan di stamps.hasil.gov.my atau melalui aplikasi telefon pintar
The authenticity of this Stamp
Certificate can be verified at stamps hasil gov my or by mobile app
Ini adalah cetakan komputer dan tidak
perlu dilandatangani
This is a computer generated printout and no signature is required
--- tamat/end ---
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
GUARANTOR’S STATUTORY DECLARATION
I/We am/are
NG CHEN LOK (NRIC No.870203065701),
a Malaysian citizen of full age having an address at A 2482 TAMAN TAS PUTRA JALAN KAMPUNG BHARU 25100 KUANTAN PAHANG MALAYSIA
do hereby SOLEMNLY and SINCERELY DECLARE THAT:-
| |
1. |
CL TECHNOLOGIES (INTERNATIONAL) SON. BHD. [Business Registration No. 201901005005 (1314332U)] has
been granted a financing facility under the BizMula-i Tawarruq Financing-i Application No. 1000604905 (“Financing
Facility”) by the financier, Credit Guarantee Corporation Malaysia Berhad (Company No: 197201000831/12441-M)
(“CGC”). |
| |
|
|
| |
2. |
I am/We are the guarantor(s) of the Customer in relation to the Financing Facility. |
| |
|
|
| |
3. |
As at the date hereof, I am/we are not bankrupt(s) and has/have not committed any act of bankruptcy within the meaning of Section 3 of the Insolvency Act, 1967 and that no bankruptcy proceedings have been instituted against me/us under the laws of Malaysia or in anywhere else having jurisdiction over me/either one of us. |
| |
|
|
| |
4. |
I am/We are fully aware, and hereby acknowledge that I/we have been advised by CGC lo engage separate and independent legal representation in this matter in particular with regard to the legal implications, nature and effect of the provisions of the Guarantee to be executed by me/us in relation to the Financing Facility. However, I/we have chosen not to do so while fully aware of the consequences of not being represented in this transaction. |
| |
|
|
| |
5. |
I/We have read and fully understand the nature and effect of the Guarantee and confirm that the Guarantee is or will be executed by me/us of my/our own free will and consent. |
| |
|
|
| |
6. |
I/We make this declaration in full knowledge and awareness of CGC’s reliance on this declaration as an inducement or basis to grant or continue to grant the Financing Facility to the Customer. |
| |
|
|
| |
7. |
I am/We are fully aware that the penal consequences for making a false declaration in respect of the above may include imprisonment up to two (2) years or fine or both under Section 109 of the Insolvency Act, 1967 and/or imprisonment up to ten (10) years and fine under Section 420 of the Penal Code. |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. [201901005005(1314332U)]/1000604905
| |
10. |
The Customer makes this declaration in full knowledge and awareness of CGC’s reliance on this declaration as an inducement or basis to grant or continue to grant the Financing Facility to the Customer. |
| |
|
|
| |
11. |
I am/We are fully aware that it is a criminal offence to induce CGC to grant the Financing Facility on the basis of a false
declaration. The penal consequences may include imprisonment up to two (2) years or fine or both under Section 109 of the Insolvency
Act, 1967 and/or imprisonment up to ten (10) years and fine under Section 420 of the Penal Code. |
And I/we make this declaration conscientiously believing the same
to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
| SUBSCRIBED and SOLEMNLY DECLARED |
) |
|
| By |
) |
|
| And |
) |
|
| at this day of 29 MAR 2022 |
) |
|
| |
|
|
| /s/ NG Chen Lok |
|
|
| Name: NG Chen Lok |
|
|
| (NRIC NO. 870203-06-5701 |
) |
|
| Designation: Managing Director |
|
|
DS_1 SP (Pin 1/2017)
|
|
IBU PEJABAT
LEMBAGA HASIL DALAM NEGERI MALAYSIA
MENARA HASIL
PERSIARAN RIMBA PERMAI
CYBER 8, 63000 CYBERJAYA
SELANGOR DARUL EHSAN |
|
| |
SIJIL SETEM
STAMP CERTIFICATE
(Sila lekatkan sijil setem ini ke atas surat cara sebagai bukti penyeteman)
Please attach this stamp certificate to the instrument as evidence of stamping |
ASAL |
| Cara Bayaran Payment Method |
FPX TRANSATIONS |
| No. Adjudikasi Adjudication No. |
T01C4B94CDXW026 (SALINAN 2/2) |
| Jenis Surat Cara |
LETTER OF OFFER |
| Type Of Instrument |
SURAT CARA UTAMA |
| Tarikh Surat Cara |
28/03/2022 |
| Date of Instrument |
|
| Balasan Consideration |
RM 100,000.00 |
Maklumat Pihak Pertama / Penjual / Pemberi First Party/ Vendor / Transferor / Assignor
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD, NO SYARIKAT 197201000831 (12441-M)
Maklumat Pihak Kedua / Pembeli / Penerima Second Party / Purchaser / Transferee
/ Assignee
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD., NO SYARIKAT 201901005005(1314332U)
Butiran Harta / Suratcara Property / Instrument Description
TIDAK BERKENAAN
Dengan ini disahkan surat cara ini disetem dan diindors seperti maklumat di bawah:
This is to certify this instrument is stamped and indorsed as below:
| No. Kelulusan Perbendaharaan Treasury Approval No : KK/BSKK/10/600-2/1/2(60) |
Tarikh Cetak Printed Date : 20/05/2022 11:44:34 |
Pengesahan ketulenan Sijil Setem
ini boleh dipastikan di stamps.hasil.gov.my atau melalui aplikasi telefon pintar
The authenticity of this
Stamp Certificate can be verified at stamps hasil gov my or by mobile app
Ini adalah cetakan komputer dan tidak
perlu dilandatangani
This is a computer generated
printout and no signature is required
-- tamat/end ---
DS_1 SP (Pin 1/2017)
|
|
IBU PEJABAT
LEMBAGA HASIL DALAM NEGERI MALAYSIA
MENARA HASIL
PERSIARAN RIMBA PERMAI
CYBER 8, 63000 CYBERJAYA
SELANGOR DARUL EHSAN |
|
| |
SIJIL SETEM
STAMP CERTIFICATE
(Sila lekatkan sijil setem ini ke atas surat cara sebagai bukti penyeteman)
Please attach this stamp certificate to the instrument as evidence of stamping |
ASAL |
| Cara Bayaran Payment Method |
FPX TRANSATIONS |
| No. Adjudikasi Adjudication No. |
T01C4B94CDXW026 (SALINAN 1/2) |
| Jenis Surat Cara |
LETTER OF OFFER |
| Type Of Instrument |
SURAT CARA UTAMA |
| Tarikh Surat Cara |
28/03/2022 |
| Date of Instrument |
|
| Balasan Consideration |
RM 100,000.00 |
Maklumat Pihak Pertama / Penjual / Pemberi First Party/ Vendor / Transferor / Assignor
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD, NO SYARIKAT 197201000831 (12441-M)
Maklumat Pihak Kedua / Pembeli / Penerima Second Party / Purchaser / Transferee
/ Assignee
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD., NO SYARIKAT 201901005005(1314332U)
Butiran Harta / Suratcara Property / Instrument Description
TIDAK BERKENAAN
Dengan ini disahkan surat cara ini disetem dan diindors seperti maklumat di bawah:
This is to certify this instrument is stamped and indorsed as below:
| No. Kelulusan Perbendaharaan Treasury Approval No : KK/BSKK/10/600-2/1/2(60) |
Tarikh Cetak Printed Date : 20/05/2022 11:44:34 |
Pengesahan ketulenan Sijil Setem
ini boleh dipastikan di stamps.hasil.gov.my atau melalui aplikasi telefon pintar
The authenticity of this
Stamp Certificate can be verified at stamps hasil gov my or by mobile app
Ini adalah cetakan komputer dan tidak
perlu dilandatangani
This is a computer generated
printout and no signature is required
-- tamat/end ---
Exhibit 10.17
PRIVATE & CONFIDENTIAL
| Our Ref |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
CL TECHNOLOGIES (INTERNATIONAL) SDN
BHD (201901005005/1314332U)
No. 10-2, Jalan Tanjung SD 13/2
Bandar
Sri Damansara
52200 Kuala Lumpur.
Dear Sirs,
ISLAMIC
BANKING FACILITY(IES) TO CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) (THE “CUSTOMER”) FOR AGGREGATE
AMOUNT OF RM1,650,000.00.
Thank you for
choosing Affin Islamic Bank Berhad (the “Bank”) for your banking facility(ies) requirements. The Bank is pleased to make available
to the Customer the following facility(ies) (the “Facility(ies)”) for the overall limit of RM1,650,000.00 outlined below on
the following terms and conditions, subject to the Bank’s Standard Terms and Conditions and the Specific Terms and Conditions, as attached
to this Letter of Offer, and to the satisfactory completion of documentation:
A. FACILITY(IES) & LIMIT
| Type
of Facility(ies) |
New Facility |
Pricing |
| Limit
(RM) |
|
Tawarruq Cashline-i |
750,000.00 |
Base Financing Rate (“BFR”)
+
1.35% per annum (“p.a”);
maximum capping rate : 12% |
|
Tawarruq Term Financing-i 1 |
750,000.00 |
Base Financing Rate (“BFR”) +
1.25% per annum (“p.a”);
maximum capping rate : 12% |
Tawarruq Term Financing-i 2
(Takaful Contribution) |
150,000.00 |
Base Financing Rate (“BFR”)
+
0.00% per annum (“p.a”);
maximum capping rate : 12% |
| |
|
|
| TOTAL |
1,650,000.00 |
|
Total facility(ies): RINGGIT MALAYSIA:
(One Million Six Hundred and Fifty Thousand only)
Our Base Financing Rate (“BFR”) is currently pegged
at 6.31% p.a.
The
Bank shall be entitled to vary the BFR by notice displayed at the Bank’s premises or such other mode specified in the notice
provisions to the Standard Terms and Conditions of this Letter of Offer and/or the Facility Agreement (as defined below) in relation
to the Facility(ies).
| AFFIN
BANK BERHAD 197501003274 (25046-T) / AFFIN ISLAMIC BANK BERHAD 200501027372 (709506-V) |
 |
| Business Centre - Taman Tun
Dr Ismail Branch 2nd Floor, No. 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur. |
| Tel: 603-7727 0900 Fax: 603-7727
0908 Website: www.affinbank.com.my / www.affinislamic.com.my |
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
 |
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| B. | FACILITY(IES)
TERMS & CONDITIONS / DETAILS OF FACILITIES |
Shariah Concept
Tawarruq
Purpose
For the Customer’s working capital requirement.
Pricing
Effective Profit Rate Base Financing
Rate (“BFR”) + 1.35% per annum (“p.a”)
not exceeding Ceiling Profit Rate of 12% p.a.
The Bank shall
grant rebate to the Customer in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective Profit Rate
in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
Bank’s Purchase Price: RM750,000.00
Bank’s Sale Price:
RM1,650,000.00
Agency Fee
RM5.00 per RM1,000,000.00 transaction
on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
The facility is for a period of 120
months and subject to a yearly review and payment on demand.
Payment
The Bank’s Sale
Price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit Rate which will
not exceed the Ceiling Profit Rate.
The Bank shall
debit your facility account for the profit portion of the Bank’s Sale Price on monthly basis at every month-end, based on the amount of
the facility utilized and you are to make good the amount debited.
The principal
portion of the Bank’s Sale Price is to be paid at the end of the financing tenor/duration of the facility or at any time that the Bank
deems fit with prior notice to you.
Disbursement Condition
The disbursement of the Facility is further subject to:
1.
Execution of security documentation acceptable to the Bank and compliance with conditions precedent to the Bank’s satisfaction.
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
Available Period
Within twelve (12) months of date of facilities is placed at customer’s disposal, otherwise the facility shall be treated as lapsed
and cancelled.
| (2) | TAWARRUQ
TERM FINANCING-i 1 |
Shariah Concept
Tawarruq
Purpose
To part finance 50% of the purchase
of equipment or up to RM750,000.00 whichever is lower.
Pricing
Effective Profit Rate Base Financing
Rate (“BFR”) + 1.25% per annum (“p.a”)
not exceeding Ceiling Profit Rate of 12% p.a.
The Bank
shall grant rebate to the Customer in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective Profit
Rate in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
Bank’s Purchase Price:
RM750,000.00
Bank’s
Sale Price: RM1,001,000.40
Agency Fee
RM5.00 per
RM1,000,000.00 transaction on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
5 years and subject to yearly review.
Payment
The payment
shall be paid on a monthly basis inclusive of profit in the following manner:
| No. of Installment(s) |
Frequency |
Instalment Amount |
| 60 |
Monthly |
RM15,049.85 |
The Bank’s
Sale price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit Rate which
will not exceed the Ceiling Profit Rate.
Commencement of Payment
Payment of Tawarruq Term Financing-i
1 will commence one (1) month after full drawdown or three (3) months of initial drawdown whichever is earlier.
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
In the event that
the full drawdown or initial drawdown is made within 1st to 15th day of the month, your payment shall be due payable on the 5th day of
the following month otherwise should it fall after the 15th of the month, the monthly payment shall be due payable on the 5th day of the
next following month.
Disbursement Condition
| 1. | The Term Financing-i amount for the financing shall be paid directly to the supplier (Guangdong Masmire
Technology Co. Ltd (AND/OR) Shen Zhen Yibaite Software Co. Ltd) upon submission of receipt or invoice. |
| 2. | Reimbursement is allowed subject to documentary evidence and/or official receipt that full payment have
been paid. |
| 3. | Any undrawn portion of the financing shall be cancelled. |
| 4. | Disbursement is to directly to Guangdong Masmire Technology Co. Ltd (and/or) Shen Zhen Yibaite Software
Co. Ltd subject to documentary evidence and/or official receipt and the differential sum must be settled prior to the disbursement. |
Profit Servicing
Until commencement of the installment,
profit is to be serviced on monthly basis.
Available Period
Within twelve
(12) months of date of facilities is placed at customer’s disposal, otherwise the facility shall be treated as lapsed and cancelled.
Drawdown Condition
| 1. | Execution of Security Documentation acceptable to the Bank and compliance with condition precedent. |
| 2. | Receipt of the Drawdown Notice from the Customer. |
| (3) | TAWARRUQ TERM FINANCING-i 2 |
Shariah Concept
Tawarruq
Purpose
To finance takaful contribution for any keyman director/guarantor.
Pricing
Effective Profit Rate Base Financing
Rate (“BFR”) + 0.00% per annum (“p.a”) not exceeding Ceiling Profit Rate of 12% p.a.
The Bank shall grant rebate to the Customer
in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective Profit Rate in the manner as determined by the
Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
Bank’s Purchase Price: RM150,000.00
Bank’s Sale Price: RM200,200.20
Agency Fee
RM5.00 per RM1,000,000.00 transaction
on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
5 years and subject to yearly review
Payment
The payment shall be paid on a monthly
basis inclusive of profit in the following manner:
| No. of Installment(s) |
Frequency |
Instalment Amount |
| 60 |
Monthly |
RM2,921.59 |
The Bank’s Sale
price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit Rate which will
not exceed the Ceiling Profit Rate.
Commencement of Payment
Payment of Tawarruq
Term Financing-i 2 will commence one (1) month after full drawdown or three (3) months of initial drawdown, whichever is earlier.
In the event
that the full drawdown or initial drawdown is made within 1st to 15th day of the month, your payment shall be due payable on the 5th day
of the following month otherwise should it fall after the 15th of the month, the monthly payment shall be due payable on the 5th day of
the next following month.
Disbursement Condition
| 1. | Execution of Security Documentation acceptable to the Bank and compliance with condition precedent. |
| 2. | Receipt of the Drawdown Notice from the Customer. |
Profit Servicing
Until commencement of the installment,
profit is to be serviced on monthly basis.
Available Period
Within twelve (12) months of date of facilities is placed at customer’s disposal, otherwise the facility shall be treated
as lapsed and cancelled.
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
Drawdown Condition
| 1. | The Tawarruq Term Financing-i 2 for takaful contributions up to RM150,000.00 shall
be paid directly to the Takaful company upon receipt of the Letter of Acceptance/ Offer by the Takaful company on Keyman of any director
of the company directors or guarantors for (Five) (5) years. AmMetlife Takaful Berhad and/ or Syarikat Takaful Malaysia Berhad shall be
your preferred Takaful provider. |
| 2. | Any undrawn portion of the financing shall be cancelled. |
| 3. | The Customer shall top-up any additional contribution in excess of the financing. |
| (1) | The Facility may be subject to annual review or at the Bank’s option any other
more frequent review(s) as the Bank at its discretion may decide. Any review if so conducted shall be in the manner as the Bank shall
determine. |
| (2) | Upon such review, the Bank may, subject to Shariah principles, renew, suspend,
vary the limit of the Facility and/or impose additional conditions as the Bank deems fit with twenty-one (21) calendar days prior notice
to the Customer. |
| (3) | Any decision by the Bank not to conduct a review during any review period or
any failure, omission or delay on the part of the Bank to conduct such review shall not be construed as a waiver of the Bank’s right to
review. It shall also not prejudice the Bank’s rights to accelerate or recover amount due by the Customer and or guarantors in an event
of default. |
| (4) | The next review date is 31 August 2023. |
| 1. | Master Facilities Agreement is to be executed between the Customer and the Bank
and to be stamped as principal instrument. |
| 2. | Open All Monies First Party Charge over Cash Deposit and Letter of Set-Off are
to be executed by the Customer and upstamped. |
| 3. | Placement of First Party Affin Islamic Term Deposit-i (AITD-i) of RM500,000.00
to be held on lien with the Bank Profit earned on the Term Deposit is to be reinvested/ capitalized upon each maturity. |
| 4. | Collection of monthly sinking fund for RM5,000.00. First collection is to
commence 1 months after the date of (full) disbursement. Profit earned if any, is to be reinvested or capitalized upon each
maturity. |
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| 5. | Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee under Pemulih Government Guarantee Scheme
(PGGS) for guarantee coverage of 80% of the Tawarruq Cashline-i and Tawarruq Term Financing-i 1 limit of RMl,500,000.00. |
| 6. | Islamic Personal Guarantee to be executed by the following person(s) in his personal capacity, namely
Ng Chen Lok (NRIC: 870203-06-5701/ Malaysia). |
| E. | EXECUTION OF SECURITY DOCUMENTATION |
All relevant security
documentation is to be executed within sixty (60) days from the date of acceptance of this Letter of Offer by the Customer, failing which
the Bank shall be entitled at its discretion to extend the time for execution for such period as it deems fit, or to terminate/ cancel
this offer and upon such termination or cancellation, the Bank’s liability hereunder shall be absolved and the Customer shall have no
right to claim against the Bank.
| Item |
Facility(ies) |
Documentation |
| 1. |
Tawarruq Cash Line-i |
a) Master
Facilities Agreement;
b) Purchase
Undertaking;
c) Murabahah
Verbal Aqad (in replacement of Murabahah Sale Contract); and
d) Letter
of Agency. |
|
2. |
Tawarruq Term Financing-i 1 |
a) Master
Facilities Agreement;
b) Purchase
Undertaking;
c) Murabahah
Verbal Aqad (in replacement of Murabahah Sale Contract); and
d) Letter
of Agency. |
|
3. |
Tawarruq Term Financing-i 2 |
a) Master
Facilities Agreement;
b) Purchase
Undertaking;
c) Murabahah
Verbal Aqad (in replacement of Murabahah Sale Contract); and
d) Letter
of Agency. |
The utilization
and drawdown of the facilities may be allowed only after fulfillment of the following:
| 1. | Acceptance of this Letter of Offer. |
| 2. | Submission of a certified true copy of the Company’s Board of Directors Resolution authorizing the acceptance
of the banking facilities and any variation to the utilization of the approved facilities, if applicable |
| 3. | Execution and completion of all security documents, as confirmed
by the Bank Panel Solicitors. |
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| 4. | Written confirmation from Bank Panel Solicitors that all security documents have been duly executed, stamped
and in the case of land charges, legal assignment of Sale & Purchase Agreement, debenture and cash lien, these documents have all
been presented for registration (supported by registration numbers as appropriate) with the relevant authorities. (where applicable). |
| 5. | Written confirmation from the Official Assignee that directors, chargors, and guarantors (wherever applicable)
have not been adjudicated a bankrupt or wound up as appropriate. |
| 6. | Affin Islamic’s panel takaful company shall be your preferred takaful company and chargeable security
to be adequately covered with them incorporating charging clause in favour of Affin Islamic Bank. |
Notwithstanding
the above, you are free to use the service of any Takaful operators of your choice that provide adequate coverage against such risks as
the Bank may require and determine fit. The takaful certificate shall be duly assigned to the Bank for the duration of the Facility.
| 7. | Confirmation by the Bank’s solicitors that they have filed Statement of Particulars with Companies Commission
of Malaysia, where applicable. |
| 8. | The Customer is advised to open and maintain an Islamic Current Account with the Bank. |
| 9. | The Customer is advised to execute a Letter of Authorization authorizing the Bank to debit the Islamic
Current Account with the Bank for servicing the monthly payment via the Automatic Fund Transfer (AFT) for the Banking facilities, if any,
collection of sinking fund or any amount due in respect of the financing. |
| 10. | Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee under Pemulih Government Guarantee Scheme
(PGGS). Approval notification must be obtained for guarantee coverage 80% of the facility limit. The Bank reserves the right to cancel
or to recall the facility should Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) approval is not obtained. |
| 11. | Guarantee fee of 1.00% per annum is to be paid upfront by the Customer upon signing of Letter of Offer.
The amount is to be credited into the Customer’s Islamic Current Account and earmarked for payment upon receipt of quarterly guarantee
fee invoice from Syarikat Jaminan Pembiayaan Perniagaan Berhad. |
| 12. | Submission of contract or deal with KK Mart for deployment of Power Bank services to over 300 stores. |
| H. | OTHER CONTINUING CONDITION |
| 1. | Annual guarantee fee under Pemulih Government Guarantee Scheme (PGGS) of 1.0% per annum is
to be borne by Customer. |
| 2. | The Syarikat Jaminan Pembiayaan Perniagaan (SJPP) under PGGS is up to 10 years or until 31
December 2032, whichever is earlier. |
| Customer |
: |
CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| I. | ADDITIONAL
TERMS & CONDITIONS |
| 1. | All
financing proceeds are to be used for the intended purpose. |
| 2. | Submission
of audited financial statements within six (6) months of financial year closing. |
| 3. | Submission
of Management Accounts within one (1) month of each quarterly closing. |
| 4. | No
change in ownership without Bank’s prior written permission. |
| 5. | Payment
of all rents, rates and taxes appropriate on a timely basis. |
| 6. | Possession
of all necessary licenses and compliance with all regulations relating to the business. |
| 7. | No
disposal of assets without Bank’s prior approval. |
| 8. | Not
to enter into joint ventures, profit sharing or royalty agreement without Bank’s prior approval. |
| 9. | Not
to enter into any merger, consolidation or reorganization without Bank’s prior approval. |
| 10. | Not
to enter into any management contract or similar arrangement where the business is managed by third parties. |
| (1) | The
Bank shall grant rebate to the Customer (in accordance to the approved formula by the Shariah Advisory Council of BNM and any amendment
of the same)if any of the following shall occur: |
| (i) | The
Customer makes early settlement or early redemption, including those arising from prepayment |
| (ii) | The
Customer makes settlement of the original financing contract due to financing restructuring
exercise; |
| (iii) | The
Customer makes settlement of the Facility in the case of default; or |
| (iv) | The
Customer makes settlement of the Facility in the event of termination or cancellation of
financing before the maturity date. |
| (2) | Rebate
shall be calculated based on the following formula: |
Deferred
profit (at the point of settlement of financing) - Early Settlement Charges (if any).
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| (ii) | For
non-delivery/non-possession of asset |
Deferred
profit (at the point of settlement of financing) + Undisbursed principal or Cost of Purchase - Early Settlement Charges (if any).
| (3) | Rebate
shall not be construed in any manner whatsoever as cash rebate payable to the Customer, but shall be reflected as a reduction in the
profit element of the installment/payment of the Bank’s Sale Price. |
| (4) | Rebate
shall only be granted in the manner as determined by the Bank upon receipt of the settlement/redemption sum. |
| K. | COMPENSATION
CHARGES (TA’WIDH) |
| (1) | The
Customer shall be liable to pay the Bank compensation on any amount overdue as follows (in accordance to the approved formula by the
Shariah Advisory Council of BNM and any amendment of the same): |
| (i) | if
the default occurs during the Tenure of the Facility as provided in this Letter of Offer, at the rate of one per centum (1%) per annum
on such overdue Installment under the Facility or on such outstanding balance of the principal sum and earned profit(if any) (subject
to rebate, if applicable), in the case of default causing the entire Facility to be recalled or brought to court for judgement prior
to maturity, whichever applicable, or any other method approved by the Bank’s Shariah Committee and/or Shariah Advisory Council of BNM;
and |
| (ii) | if
the default occurs after the maturity of the Facility as provided or upon judgment, whichever
is earlier, at the rate which is the prevailing daily overnight Islamic Interbank Money Market
rate on such outstanding balance of the principal sum and earned profit (if any) (subject
to rebate, if applicable)or any other method approved by the Bank’s Shariah Committee and/or
Shariah Advisory Council of BNM. |
| (2) | It
is further agreed that the compensation shall not be compounded. |
| (3) | The
compensation at the aforesaid rate shall be payable by the Customer after as well as before
any judgment or order of court. |
| L. | FACILITIES
GRANTED IN FOREIGN CURRENCIES (if applicable) |
In
the event that the Bank decides to recall any facility/ies granted in Foreign Currency in this Letter of Offer, the Bank shall be entitled
to convert the Foreign Currency to Ringgit equivalent using the prevailing rate quoted by the Bank’s Treasury Department.
Prepayment
in respect to Tawarruq Term Financing-i shall be allowed by giving 30 days’ notice to the Bank of the Customer’s intention of such
prepayment; failing which the Bank may factor in such associated cost in reducing Ibra’, exercise price, buy out amount
(whichever applicable). Such notice shall be irrevocable and subject to the minimum amount of RMl,000.00.
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
At
the discretion of the Bank, the Customer may make an early settlement to the Bank of the Facility(ies) (if applicable) subject to the
following conditions:
| (a) | the
Bank shall have received from the Customer not less than thirty (30) days or such other period as may be prescribed by the Bank from
time to time, prior written notice (“Early Settlement Notice”) of its intention to make early settlement specifying the relevant
amount to be paid and the date of such payment failing which the Bank shall have the right to factor in such associated costs or charges
in the exercise price formula under the respective purchase undertaking accordingly or in reducing the ibra’ amount, whichever applicable; |
| (b) | the
Customer has paid in full all other monies due and outstanding under the Facility(ies) and
the relevant security documents; |
| (c) | the
amount payable by the Customer in respect of such early settlement shall be determined by
the Bank at its discretion in accordance with the principles of Shariah; and |
| (d) | any
Early Settlement Notice once given shall be irrevocable and the Customer shall pay the amount
as determined by the Bank on the date specified in such Early Settlement Notice. |
The
disbursement of the financing shall be effected within the availability period of six (6) months from the date the facility is
placed at Customer’s disposal, otherwise the financing shall be treated as lapsed and cancelled.
The
disbursement of all the facilities are further subject to:
| (a) | execution
of security documentation acceptable to the Bank and compliance with conditions precedent to the Bank’s satisfaction; |
| (b) | the
Specific Terms & Conditions annexed to this Letter of Offer. |
Fire
Takaful Contract on the properties charged shall be obtained from Takaful Company on the Bank’s panel and duly assigned to the Bank and
the Bank is the beneficiary of the policy, for the duration of the facilities.
For
facilities pegged to Base Financing Rate (“BFR”), Base Rate (“BR”) and Islamic Cost of Fund
(“iCOF”), the effective profit rate is subject to a minimum rate of 3.0% per annum (“p.a.”) or such other
minimum rate as may be prescribed by the Bank from time to time with prior notice to you.
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
The
Attachments (which include the Standard Terms and Conditions and the Specific Terms and Conditions) as attached to this Letter of Offer
shall form part of this Letter of Offer.
Bank
Negara Malaysia has now established the Central Credit Bureau to collect information from banks regarding the customers and the credit
facilities granted to the customers. This is to enable participating banks who are approached for credit facilities by a customer to
be informed by the Bureau of the customer and the aggregate credit facilities granted to the customer by the other banks.
This
information is kept strictly confidential between the Bureau and all participating Banks and it is a term of the financing facilities
offered in this Letter of Offer to you that information regarding it will be given to the Bureau for the use of the Bureau and participating
Banks.
Please indicate your acceptance of the above banking arrangement by signing and returning to the Bank the duplicate of the Letter
of Offer and the appendices within fourteen (14) days from the date of this Letter of Offer, together with the following documents, duly
certified true copy by the Company Secretary:
| 1. | a
copy of the Board Resolution together with a copy of the certificate of incorporation and Memorandum and Articles or Constitution; and |
| 2. | a
copy of the latest Forms 24, 44 and 49 or other relevant forms under the Companies Act 2016 of the Customer. |
failing
which the Bank shall be entitled at its discretion to either treat this offer as having lapsed or extend the time of acceptance for such
period as it deems fit.
In
the event of a discrepancy or an ambiguity or any inconsistency(ies) between the terms of this Letter of Offer and those of the Standard
Terms and Conditions and / or the Specific Terms and Conditions, the terms of this Letter of Offer shall prevail to the extent of such
discrepancy or ambiguity or inconsistency(ies)) but only to such extent.
This
Letter of Offer will be governed by Malaysian laws.
The
terms of this Letter of Offer may be varied or waived by notice in writing by the Bank and the Bank in its discretion may require the
Customer to countersign such written notice.
All documents should be forwarded to:
Affin
Islamic Bank Berhad
Financing Credit Administration & Documentation
Security Documentation Section
9th Floor, Menara Affin,
80 Jalan Raja Chulan
50200 Kuala Lumpur
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04 November 2022 |
For any clarification on security documentation, kindly contact;
Officer : Azman Bin Yacob
Contact no. : 03-2731 5266
For any enquiry regarding the terms and conditions of the facility(ies)
granted, kindly contact;
Relationship Manager : Sean Er
Contact no. : 03- 7727 0900
The facilities will be made available to you at our Branch at the following
address: -
Affin Islamic Bank Berhad (TTDI Branch)
No. 47 & 49,
Jln Tun Mohd Fuad 3,
Tmn Tun Dr. Ismail,
60000 Kuala Lumpur
Tel: 03-7727 9080, 03-7727 9082
Fax:03-7727 9543
We thank you for giving the Bank the opportunity to be of service to
you.
Yours faithfully,
for AFFIN ISLAMIC BANK BERHAD
| /s/
ER CHUN SEAN |
|
/s/
BENJAMIN CHU |
| Authorised
Signatory |
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Authorised
Signatory |
| |
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| ER
CHUN SEAN |
|
BENJAMIN
CHU |
Senior Relationship Manager
Business Centre TTDI |
|
Head, Business Centre TTDI |
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 |
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REMINDER: The Customer is reminded to read and understand the terms
and conditions of this Letter of Offer and the Attachments before signing below. In the event there are any terms and conditions in this
Letter of Offer and the Attachments that the Customer does not understand, the Customer is advised to discuss further with the Bank’s
staff, representative or agent before signing below.
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CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
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04 November 2022 |
I/We, CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U)
accept the foregoing terms and conditions and the attached Standard Terms and Conditions and Specific Terms and Conditions in respect
of the banking facilities offered, and we authorize the Bank to conduct credit checks on us with any credit reference agencies at any
time and from time to time, and, I/we confirm that I/we has/have read and consent to the terms of the Privacy Notice on the Bank’s website.
Authorised signatories for and on behalf of CL TECHNOLOGIES (INTERNATIONAL)
SDN BHD (201901005005/1314332U)
|
/s/ NG Chen Lok |
 |
|
| Name: |
NG CHEN LOK |
|
Name: |
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| NRIC No,: |
870203-06-5701 |
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NRIC No,: |
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| Date: |
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|
Date: |
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Rubber stamp of the Customer, CL
TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U)
cpm
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CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
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04 November 2022 |
APPENDIX ONE
THE GENERAL TERMS AND CONDITIONS
| A. | REPRESENTATIONS AND WARRANTIES |
The Customer represents and warrants to the Bank that:
| 1. | the Customer has full legal right, authority, power and capacity to accept the facilities and to perform
the terms in this Letter of Offer. In the event the Customer is a company, the Customer is a company duly incorporated and validly existing
under the laws of Malaysia and has full power and authority to carry on its present business; |
| 2. | the terms of this Letter of Offer constitute legal, valid and binding obligations enforceable against
the Customer; |
| 3. | all consents authorizations and approvals which are required or advisable to be obtained in connection
with the acceptance, delivery, legality or enforceability of this Letter of Offer and the use of the facilities have been obtained and
are in full force and effect; |
| 4. | the Customer’s acceptance of this Letter of Offer and the performance of the terms in this Letter of Offer
will not contravene any law, regulation, order or decree of any governmental authority, agency or court to which the Customer is subject; |
| 5. | the Customer is not in default under any agreement to which the Customer is a party or by which the Customer
may be bound and no litigation arbitration or administrative proceedings are presently current or pending or threatened against the Customer; |
| 6. | all information furnished by the Customer to the Bank in connection with the facilities are true and correct
and there has been no omission which would render the information inaccurate or misleading; |
| 7. | the Customer’s last audited accounts have been prepared in accordance with accounting principles and practices
generally accepted in Malaysia and give a true and fair view of the Customer’s financial position as at that date; and |
| 8. | there are no winding-up proceedings currently pending or threatened against the Customer. |
During the tenor of the facilities the Customer will:
| 1. | carry out the Customer’s business diligently and efficiently and in accordance with sound financial practices; |
| 2. | furnish to the Bank all information reasonably required by the Bank
in relation to the Customer’s business and financial position; |
Commercial Financing (Companies) – Letter of Offer Page 1 of 23 |  |
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04 November 2022 |
| 3. | keep full, proper and up-to-date accounts and furnish to the Bank within one hundred and eighty (180)
days from the end of each of the Customer’s financial year copies of the Customer’s balance sheet, profit and loss account and report
audited and certified by a qualified independent auditor; |
| 4. | keep and maintain the Customer’s present paid up share capital and any increases of the same; |
| 5. | punctually pay and/or cause to be paid all rents rates taxes and all other outgoings payable in respect
of the premises at which the Customer carry on business and properties which are security for the payment of the facilities; |
| 6. | appoint from time to time only such auditor or firm of auditors acceptable to the Bank; |
| 7. | immediately notify the Bank of the occurrence of an Event of Default or of any event of default in relation
to any of the Customer’s other indebtedness; and |
| 8. | notify the Bank of any change in the Customer’s Board of Directors or its management or its major or controlling
shareholders or partners. |
During the tenor of the facilities
the Customer shall not, without the prior written consent of the Bank:
| 1. | add to, delete, vary or amend the Customer’s Memorandum and Articles of Association in any manner which
would be inconsistent with the terms of this Letter of Offer; |
| 2. | change the Customer’s financial year or the nature of the Customer’s business; |
| 3. | sell, transfer, lease or otherwise dispose of a substantial part of the Customer’s capital assets or undertake
or permit any merger, consolidation or reorganization; |
| 4. | enter into any transaction with any person firm or company except in the ordinary course of business and
at arm’s length commercial terms; |
| 5. | decrease or alter the Customer’s authorized or issued capital or alter the structure of the same or the
rights attached to the same; |
| 6. | change the Customer’s major or controlling shareholding or partnership structure; |
| 7. | change in ownership of the Customer (if applicable); |
| 8. | enter into joint ventures, profit sharing or royalty agreement; |
Commercial Financing (Companies) – Letter of Offer Page 2 of 23 | |
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| 9. | enter into any merger, consolidation or reorganization (if applicable); and |
| 10. | enter into any management contract or similar arrangement where the business is managed by third parties. |
Notwithstanding
the Facilities are to expire on the date stated in this Letter of Offer before, the Bank shall have the right to accelerate any sums outstanding
or terminate the Facilities at any time with prior notice if one or more of the following events should occur to the Company/Customer:-
| 1. | the Customer fails to pay, when due, any sum of profit or principal or other sums of money due hereunder
in accordance with the terms of this Letter of Offer; or |
| 2. | the Customer is unable to pay its debts as and when they become due, or commits an act of bankruptcy;
or |
| 3. | a winding-up petition is presented against the Customer or a Receiver or Trustee is appointed to take
possession of its properties, or any form of execution is levied or enforced upon any of its properties and is not discharged within seven
(7) business days of it being levied or enforced; or |
| 4. | there is a breach of any of the terms and conditions of these facilities; or |
| 5. | default is made in payment of any monies whether principal or dividend payable under the provisions of
this Letter of Offer or any amendments in this Letter of Offer or |
| 6. | the Customer fails to perform or observe any of the other provisions undertakings covenants or terms set
out which is not capable of remedy, or which, being capable of remedy, is not remedied within fourteen (14) days or such other period
as the Bank may decide after notice to the Customer requesting action to remedy the same; or |
| 7. | any representation or warranty made or implied pursuant to any provision hereof or pursuant to any notice,
opinion or certificate or other document delivered pursuant to the terms hereof or pursuant to any notice, opinion or certificate or other
document delivered pursuant to the terms hereunder proves to have been incorrect or misleading in a particular deemed by the Bank to be
material as of the date at which it was made or deemed to have been made; or |
| 8. | the Customer ceases to carry on its business; or |
| 9. | a petition shall be presented or an order be made or a resolution be passed for the Customer’s winding
up or the Customer enters into liquidation whether compulsorily or voluntarily (otherwise than for the purpose of genuine amalgamation
and reconstruction); or |
Commercial Financing (Companies) – Letter of Offer Page 3 of 23 | |
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CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
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04 November 2022 |
| 10. | a trustee, custodian, Receiver and/or Manager of the Customer’s undertaking or properties or any part
of the same shall be appointed other than by the Bank; or |
| 11. | distress or execution or other process of a court of competent jurisdiction be levied upon or issued or
threatened to be levied or issued against any of the Customer’s properties; or |
| 12. | the Bank has reason to believe that the Customer is not carrying on its business and affairs in accordance
with sound financial and commercial standards and practices; or |
| 13. | any of the Customer’s other indebtedness becomes capable in accordance with the relevant terms of the
same of being declared due prematurely by reason of a default or the Customer fails to make any payment in respect of the same on the
due date for such payment or if due on demand when demanded or the security for any such indebtedness becomes enforceable; or |
| 14. | the Customer enters into any compromise composition or scheme of arrangement with its creditors or any
assignment for the benefit of creditors without the consent of the Bank; or |
| 15. | any of the Customer’s directors, officers, managers, guarantors, agents or any other their spouses parents
or children are directors or officers of the Bank or otherwise connected with the Bank or if there occurs any other breach of Section
57 of the Islamic Financial Services Act 2013 [Act 759] and BNM’s “Guidelines on Credit Transactions and Exposures with Connected
Parties for Islamic Bank” and includes any replacement guidelines/specifications/circulars issued by BNM from time to time in connection
with the same; or |
| 16. | there occurs any event which in the sole opinion of the Bank amounts to a material adverse change in the
Customer’s condition (financial or otherwise); or |
| 17. | there is any change in the existing laws regulations policies or official directive of any governmental
authority whether or not having the force of law which change would make it unlawful illegal or otherwise inappropriate, from the viewpoint
of the Bank, for the Bank to continue to make available the facilities to the Customer; or |
| 18. | the Bank is of the opinion that the facilities are not utilized for the purpose described this Letter
of Offer; or |
| 19. | the Customer commits any act of bankruptcy or any act which, would have amounted to an act of bankruptcy;
or |
| 20. | the Customer is unable to pay or suspends the payment of any debt or makes an assignment for the
benefit of creditors or enters into any compromise composition or scheme of arrangement with its creditors or takes advantage of any insolvency law; or |
Commercial Financing (Companies) – Letter of Offer Page 4 of 23 | |
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04 November 2022 |
| 21. | the Customer’s management is displaced
or the conduct of the business of the Customer is curtailed by any seizure, vesting or intervention by or under the authority of a government
or governmental body; or |
| 22. | an event or events has or have occurred or a situation exists which could or might, in the opinion of
the Bank, prejudice the Customer’s ability to perform its obligations hereunder in accordance with their respective terms or render the
continuation of the facilities detrimental to the position of the Bank or otherwise undesirable; or |
| 23. | the Customer dies or becomes insane. |
| E. | TERMS AND CONDITIONS TO THE FACILITIES |
| (1) | Tawarrug Term Financing-i |
In accordance with the Shariah concept
of Tawarruq, the Tawarruq Transaction as follows shall take place:
| (i) | Pursuant to the Purchase Undertaking, the Bank will, at the request of the Customer, purchase
the commodity from the commodity supplier at the Bank’s Purchase Price (which is equivalent to the facility amount); |
| (ii) | Pursuant to the Murabahah Sale Contract, the Bank will, at the request of the Customer,
sell the Commodity to the Customer at the Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant to the Letter of Agency, the Customer will appoint the Bank as agent to act for
and on behalf of the Customer to sell and conclude the sale of the commodity to the commodity supplier (who shall not be the same commodity
supplier in Clause (i) above, except where the sale is on random basis) at the Bank’s Purchase Price; and |
| (iv) | In accordance with the Letter of Agency, the Bank, acting as agent of the Customer,
will sell the commodity to the commodity supplier (who shall not be the same commodity supplier in Clause (i) above, except where
the sale is on random basis) at the Bank’s Purchase Price which is equivalent to the amount of the Facility. The proceeds from
the sale will be made available to the Customer subject to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer may be concluded by way of verbal contract,
whereby: |
| (aa) | the sale of commodity will be concluded verbally between the Bank and the Customer; |
| (bb) | upon conclusion of the verbal murabahah sale transaction, the Bank will issue confirmation of
murabahah sale transaction which will provide the agreed Bank’s Sale Price payable on deferred payment term; and
|
| (cc) | if the parties conclude the murabahah sale transaction by way
of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
Commercial Financing (Companies) – Letter of Offer Page 5 of 23 | |
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| (2) | Tawarrug Cash Line-i CCL-i) |
| (a) | In accordance with the Shariah concept of Tawarruq, the Tawarruq
Transaction as follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking. the Bank
will, at the request of the Customer, purchase the commodity from the commodity supplier at the Bank’s Purchase Price (which is equivalent
to the facility amount); |
| (ii) | Pursuant to the Murabahah Sale Contract, the
Bank will, at the request of the Customer, sell the Commodity to the Customer at the Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant to the Letter of Agency, the Customer will appoint the Bank as agent to act
for and on behalf of the Customer to sell and conclude the sale of the commodity to the commodity supplier (who shall not be the
same commodity supplier in Clause (i) above, except where the sale is on random basis) at the Bank’s Purchase Price. |
| (iv) | In accordance with the Letter of Agency. the
Bank, acting as agent of the Customer, will sell the commodity to the commodity supplier (who shall not be the same commodity supplier
in Clause (i) above, except where the sale is on random basis) at the Bank’s Purchase Price which is equivalent to the amount of the
Facility. The proceeds from the sale will be made available to the Customer subject to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer may be concluded by way of verbal contract,
whereby: |
| (aa) | the sale of commodity will be concluded verbally between
the Bank and the Customer; |
| (bb) | upon conclusion of the verbal murabahah sale transaction,
the Bank will issue confirmation of murabahah sale transaction which will provide the agreed Bank’s Sale Price payable on deferred payment
term; and |
| (cc) | if the parties conclude the murabahah sale transaction by
way of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
Commercial Financing (Companies) – Letter of Offer Page 6 of 23 | |
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| (b) | The Customer is to open a Current Account-i with the Bank for the purpose of operating the facility. |
| (c) | Account is to be operated within the sanctioned limit. No excess over limit is allowed. |
| (d) | The operation of Tawarruq Cash Line-i shall be governed by the prevailing Dishonored Cheque Information
System Guidelines (DCHEQS) and any breach may render the account being re-designated as Special Account with no cherub book facilities
by the Bank without any reference to you. In this respect, the Customer is to provide a statement to the Bank that the Customer is not
on the current DCHEQS blacklist. In accordance with the provisions of DCHEQS guidelines issued by Bank Negara Malaysia from time to time,
the Bank reserves the right to recall the facility and to close any or all current accounts that have been blacklisted by DCHEQS. |
| (e) | In the event that the Customer has been blacklisted by DCHEQS, the Bank reserves the right to recall the
Tawarruq Cash Line-i facility immediately without giving any further reference to the Customer. |
| (f) | At any point of time the Bank has the discretion to liquidate the security deposit to recover any amount
due. The dividend (if any) from the Security Deposit will be utilized to settle any outstanding amount payable to the Bank. |
| (g) | The CL-i shall further be governed by such terms and conditions as may be prescribed by the Bank from
time to time at the Bank’s discretion subject to Shariah principles. |
| F. | CHANGES IN CIRCUMSTANCES |
If, as a result
of any changes in applicable law, regulation of regulatory requirement or in the interpretation or application of the same or if in compliance
by the Bank with any applicable directions, request or requirement (whether or not having the force of law), will impose to the Bank any
conditions, burdens or obligations, then the Bank’s commitment to make or maintain the facilities will end upon notice to the Customer
of the happening of such event after becoming aware of the same. The Bank from time to time reserves the right to vary any of the terms
and conditions stated here in accordance with Shariah principles and subject to providing twenty-one (21) calendar days of prior notice
to the Customer.
Cross default arises in any of the
following:
| 1. | Any other indebtedness of the Customer whether with the Bank
or with other financial entities or non-financial entities becomes payable or due prematurely, or becomes capable of being declared payable
or due prematurely, by reason of a default by the Customer in its obligations wi respect to that indebtedness; or |
Commercial Financing (Companies) – Letter of Offer Page 7 of 23 | |
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| 2. | The Customer fails to make any payment in respect of that indebtedness on the due date for such payment,
or if due on demand when demanded; or |
| 3. | Upon the security for any such indebtedness becoming enforceable,
the Bank shall be entitled to call an event of default in this Letter of Offer and pursue its remedies accordingly. |
| H. | DISCLOSURE OF INFORMATION |
| 1. | The Customer irrevocably authorizes the Bank to disclose and
circulate all relevant information relating to the Customer and any outstanding debt which may be due from the Customer to the Bank,
if the Bank deems fit in the Bank’s discretion to any person or persons, including a debt collection agent, for the purpose of the Bank’s
recovery of the outstanding sums due. |
| 2. | The Bank may disclose to any party or any persons who derives
or may derives rights or obligations under or by reference to this Letter of Offer such information about the Customer and/or the security
parties in relation to the facilities as shall have been made available to the Bank generally. |
| 3. | The Customer agrees that any branch, subsidiary or parent
company of the Bank shall also be entitled to disclose Customer’s information to the other branches, subsidiaries or parent company of
the Bank. |
| 4. | The Customer acknowledges and agrees that the permission given
under this clause is for the purpose of Section 146 of the Islamic Financial Services Act 2013 [Act 759] and that no further consent
from the Customer is required. The Customer agrees that the Bank shall not be liable in any manner for disclosing or furnishing such
information referred to in this clause, unless the Bank in making such disclosure was negligent, in default, or acting fraudulently. |
Any term, condition,
stipulation, provision, covenant or undertaking contained in this Letter of Offer which is illegal, prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, prohibition or unenforceability without
invalidating the remaining provisions of this Letter of Offer and any such illegality, prohibition or unenforceability in any jurisdiction
shall not invalidate or render illegal, void or unenforceable any such term, condition, stipulation, provision, covenant or undertaking
in any other jurisdiction.
No delay by the parties in this
Letter of Offer in exercising nor any omission to exercise any right, power or remedy accruing to the Bank upon any default shall
effect, impair or prejudice any right, power or remedy or be construed to be a waiver of the same or any acquiescence in such
default, nor shall any action of the parties in respect of any default affect, impair or prejudice any right, power or remedy of the
parties in respect of any subsequent default.
Commercial Financing (Companies) – Letter of Offer Page 8 of 23 | |
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CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
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04 November 2022 |
Notwithstanding
anything in this Letter of Offer contained, the fact that one or more of the above named guarantors may not have executed a guarantee
in form and substances acceptable to the Bank, the guarantee when executed shall be binding and enforceable against each guarantor who
executes the same.
In any legal action
or proceedings relating to the facilities, a certificate of the Bank as to any amount due to it under the facilities shall, in the absence
of obvious error, be conclusive evidence that such amount is in fact due and payable.
| M. | NO MATERIAL ADVERSE CHANGES |
The Customer represents
and warrants to and undertakes with the Bank that there are no extraordinary circumstances or change of law or other governmental action
or material adverse change in the Customer’s financial position or operating environment or management or other conditions shall have
occurred or continuing which is in the opinion of the Bank (which opinion shall be final and binding) would affect or prejudice ·the
Customer’s ability to fully perform and discharge the Customer’s obligations under this Letter of Offer.
| 1. | Save and except where the assignment and/or transfer is detrimental to the Customer, the Bank shall be
at liberty at any time with or without the concurrence of and with notice to the Customer assigns/transfers all its rights title or interest
under the facilities. |
| 2. | The Customer may not assign or transfer any of its rights or obligations under the facilities without
the prior written consent of the Bank. |
| 1. | Any sum set out in the Letter of Offer shall be exclusive of any Sales and Services Tax or tax of similar
nature (“Tax”). |
If one party
(“Vendor”) is required by the terms of this Letter of Offer to make a supply to the other (“other party”), such supply
shall be made without any charge of Tax by the Vendor in respect of such supply, unless such Tax is required by law to be paid by the
Vendor in which case the other party shall on demand pay to the Vendor (in addition to the consideration for such supply) a sum equal
to the amount of such Tax and the Vendor shall provide the other party with a valid Tax invoice.
| 2. | Charges in this Letter of Offer exclude tax that would be
imposed in the future to replace existing taxes. |
Commercial Financing (Companies) – Letter of Offer Page 9 of 23 | |
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CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
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| Date |
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04 November 2022 |
| P. | WHISTLE-BLOWING & BUSINESS ETHICS |
| (a) | Upon having knowledge of any director, officer or employee
of the Bank, directly or indirectly, asking for or receiving from you or your Affiliates, any Gratification in relation to this assignment
(whether for his/her own personal benefit or advantage or for the benefit or advantage of any other person, whether before, during or
after the term of this financing), kindly immediately inform the Group Chief Compliance Officer of the Bank or email to whistleblowing@affinbank.com.my
of the same. |
| (b) | You undertake that neither you nor your Affiliate nor anyone
acting on your direction or authority shall (whether before, during or after the tenure of the Facility, directly or indirectly, give
or offer, or agree to give or offer, any Gratification as an inducement or reward to any director, officer, employee or agent of the
Bank) for doing or refrain from doing or showing favor or disfavor to any person, in relation to the Facility. |
| (c) | In the event there is evidence that you or your Affiliate
or anyone acting under your direction or authority is in breach of clause (a) or (b), the Bank may terminate this assignment (without
prejudice to the Bank’s other rights remedies under the law) by giving written notice to you. Upon such termination, Bank shall be entitled
to claim all losses, costs, damages and expenses including any incidental costs and expenses arising from such termination from you. |
| (d) | Subject to any regulatory permitted disclosures or other clauses
allowing disclosure in relation to the Facility, the Bank shall keep confidential any information disclosed or received including the
identity of the person giving the information and all the circumstances relating to the information. |
| (e) | You
shall also whistle-blow in the event of any malpractice or wrong-doing by any staff, contractors,
vendors, 3rd parties or agents of the Bank. Kindly refer to the Bank’s Whistleblowing
Policy in www.affinalways.com for compliance
purposes. |
| (f) |
(i) | ‘Affiliate’ means in relation to you, any
person or entity owned and controlled directly or indirectly by you, or any person or entity that controls you directly or indirectly
in any way whatsoever. |
| (ii) | ‘Gratification’ includes any gift, money, property or thing
of value or any service, favor or other thing of value, or any service, favor or other intangible benefit or consideration of any kind,
or any other similar advantage. |
| (g) | You shall demonstrate a high standard of ethical conduct
and professionalism in order to safeguard the Bank’s good name by taking all necessary safeguards and precautions to alert the
commission of any unethical action including any appearance or impression to such effect. |
Commercial Financing (Companies) – Letter of Offer Page 10 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| Q. | CREDIT STUDY SERVICES (not applicable for SME) |
| 1. | The Customer acknowledges that, in the course of providing
the Facility to the Customer, the Bank may from time to time needs to ensure creditworthiness of the Customer at that point of time is
or remains acceptable to the Bank. For such purposes, the Customer shall appoint the Bank to perform the Credit Study (as defined below)
or shall provide a credit study report from an independent third party institution or professional body acceptable to the Bank. |
| 2. | The Bank shall have the right to determine the events upon which Credit Study on the Customer is required.
Such events include, without limitation, the following:- |
| b) | when the need to vary the terms and conditions of the Facility
arises based on a request from the Customer, or the need of the Bank, or |
| c) | in any other event which the Bank determines that the Credit
Study is required. |
| 3. | The fees payable to the Bank for performing the Credit Study shall be mutually agreed upon by the parties
through a letter to be issued by the Bank. Payment of the fees by the Customer shall be deemed as its acceptance of the fees payable in
performing the Credit Study by the Bank. |
“Credit Study”
means the process of identifying the creditworthiness of the Customer and/or Security Party and their ability to honour and continue to
honour obligations under the Facility Agreement. Such process includes the following:
| a) | assessment on the Customer’s financial standing to check
whether there is any material changes which may affect its creditworthiness and whether the interests of the Bank under the Facility
Agreement remain intact; |
| b) | assessment on latest industry or business outlook that could affect the Customer’s financial standing; |
| c) | performing financial analysis, company’s analysis, market study, or cash flow analysis; |
| d) | calculating the Customer’s capacity in servicing its financial obligations under the Facility Agreement;
or |
| e) | recommending whether the Customer’s applications/ requests shall be approved subject to certain conditions
or rejected on the basis of specific reasons. |
Commercial Financing (Companies) – Letter of Offer Page 11 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
CONSENT
The Customer/Company
(“Customer”) irrevocably consents, authorises, and confirms that it has duly obtained its subsidiaries, directors, shareholders,
officers, guarantors and/or any other relevant person’s consent and authority, for AFFIN Group of Companies (“ABG”) (as defined
in the Privacy Notice) to:
| a) | use the information of the Customer and its subsidiaries,
directors, shareholders, officers, guarantors and/or such other relevant persons in accordance with the relevant terms and conditions
and for the purpose(s) contemplated in the Privacy Notice on the Bank’s website; |
| b) | carry out the necessary reference checks, including but not
limited to credit reference/reporting checks, to further ascertain the details and status of the Customer and its subsidiaries, directors,
shareholders, officers, guarantors and/or such other relevant persons; and |
| c) | provide the Customer, its subsidiaries, directors, shareholders,
officers, guarantors and/or relevant persons with information on ABG products, services and/or offers (inclusive of the products, services
and offers of entities within ABG) which may be of interest and/or financial benefit to them, |
at “ABG discretion
without further reference to the Customer, its subsidiaries, the directors, its shareholders, officers, guarantors and/or relevant persons,
for the duration that these terms and conditions are in force. The Customer agrees to undertake the responsibility to update ABG in writing
should there be any change to the personal and financial information relating to the Customer, its subsidiaries, directors, shareholders,
officers, guarantors and/or relevant persons. Should the directors, shareholders, officers, guarantors and/or relevant persons withdraw
their consent for ABG to use and/or process their information during the tenure of these terms and conditions, except where it relates
to the last item above, the Customer agrees that ABG shall have the right to terminate this facility at its discretion.
You
expressly agree to comply with all statutes, by-laws, guidelines and regulations (whether or not having the force of law) in
Malaysia and shall ensure continued compliance with such regulations for the duration of the Facility. You shall also ensure,
arrange, coordinate, manage and obtain all the necessary consents, licenses, exemptions, approvals or authorisations required as may
be required by any applicable law, regulation or directive required by you in order to enable you / them to perform your / their
respective obligations in connection with the execution, performance, validity or enforceability of these Standard Terms and
Conditions, and where applicable, the guarantee and the security documents.
Commercial Financing (Companies) – Letter of Offer Page 12 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
All security(ies),
agreement(s), obligation(s) given or undertaken by the you shall continue to be valid and binding notwithstanding your death, bankruptcy
or mental incapacity, or any change in the constitution of the Bank by amalgamation, consolidation, reconstruction, new shareholding or
otherwise.
| U. | ISLAMIC FINANCIAL SERVICES ACT 2013 |
The parties in
this Letter of Offer shall comply with the provisions of the Islamic Financial Services Act 2013 (“IFSA”) and all guidance,
standards, prescriptions, regulations issued or to be issued by BNM at any time and from time to time.
The Customer
consents to the disclosure of any documents and information relating to his accounts or affairs to the Bank, its officers and agents and
to all such persons and for all such purposes as set out in the relevant Sections of IFSA.
The approval
and utilization of the Facility in this Letter of Offer shall be subjected to the “Guidelines on Credit Transactions and Exposures
with Connected Parties for Islamic Bank” and/or any other applicable guidance, standards or prescriptions issued or to be issued
by BNM with respect to the same. Breach of the same shall be an event of default under this Agreement.
| V. | FOREIGN EXCHANGE NOTICES (FEN NOTICES) |
| 1. | Wherever applicable, Customer shall comply with the Foreign
Exchange Notices issued by Bank Negara Malaysia (BNM) in respect of any transactions, including overseas transactions. |
| 2. | Customer authorises the Bank to take any steps to comply with
the relevant and prevailing Foreign Exchange Notices and any rules issued by BNM from time to time in respect of any transactions. Where
applicable, the Customer shall comply with the prevailing Foreign Exchange Notices issued by BNM and usage of card issued by the Bank
within the limits and provisions imposed by BNM as the ‘Exchange Control Authority’. |
Commercial Financing (Companies) – Letter of Offer Page 13 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| 1. | Where the Facility(ies) are being offered to partnerships,
the Customers jointly agree as follows: |
| (a) | Liability to be Joint and Several |
All agreements,
obligations, liabilities, representations, warranties and undertakings of the Customers are agreed to be joint and several and shall be
construed accordingly.
| (b) | Cross Default clause as per item (G) - Cross Default above |
Subject to Shariah
principles, it is expressly agreed and declared by the parties to this Letter of Offer that notwithstanding any of the provisions of this
Letter of Offer to the contrary, the provisions and terms of this Letter of Offer may at any time and from time to time be varied or amended
by means of letters or such other means as the parties may mutually agree from time to time. Such amendments and variations shall be deemed
to have been amended or varied accordingly and shall be read and construed as if such amendments and variations have been incorporated
in and had formed part of this Letter of Offer at the time of execution hereof.
| 1. | Any notice, demand or other communication (including computer
generated notices/statements that do not require any signature) from the Bank under this Letter of Offer shall be given in writing to
the Customer at the Customer’s address, facsimile numbers or electronically (including email) as stated in this letter of offer and/or
last appearing in the Bank’s records. The notices may be given or made by post, facsimile, electronically (including email), personal
delivery or such other mode as may be determined by the Bank: |
| 2. | The notices or other communications are given to the Customer: |
| a) | in the case of post, five (5) days after the date of posting; |
| b) | in the case of facsimile, on the day of transmission; |
| c) | in the case of electronic mail, on the day it is sent provided
that the Bank has not received a failed or undeliverable message from the host provider on the day of transmission; and |
| d) | in the case of personal delivery, at the time of delivery. |
| 3. | All facsimile Notices should be followed by the original Notice
to be delivered by post or by hand, but any delay or failure by the Bank to receive the original Notice shall not affect the validity
of any act or omission by the Bank taken in reliance on the facsimile Notice. |
| 4. | The Customer agrees that the Bank may, at its discretion,
record and monitor all oral and written communication with the Customer in such manner and at such times as the Bank deems fit. |
Commercial Financing (Companies) – Letter of Offer Page 14 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| Z. | INDEPENDENT
PAYMENT OBLIGATIONS |
The Customer expressly
agrees and declares that each of the Customer’s obligations to pay or to repay under any of the provisions of the Letter of Offer, these
Standard Terms and Conditions and the Specific Terms and Conditions, or where appropriate, any of the security documents constitute separate
and independent obligations, shall give rise to separate and independent causes of action, shall apply irrespective of any waiver or indulgence
granted by the Bank in respect of any other obligation, shall remain in full force and effect. This shall be the case despite any judgment,
order, claim or proof for a liquidated amount in respect of some other obligation and may be relied upon and enforced by the Bank independently
of or simultaneously with or without having to commence any other action under such obligations or under any of the security documents
or having first exhausted any remedy or having first sold or disposed of any assets, properties or undertaking which may be provided as
security to the Bank from time to time.
Without prejudice
to any other powers, rights and remedies which the Bank may be entitled to, the Customer shall indemnify the Bank and hold the Bank harmless
from and against any losses, damages and expenses, whatsoever, legal or otherwise, (including but not limited to all legal costs
incurred by the Bank on a solicitor and client basis) which the Bank may sustain, suffer or incur as a consequence of any default in any
amounts payable under the Facility or on account of the non-observance of all or any of the terms stipulations agreements and provisions
on the part of the Customer security party and / or guarantor in respect of the Facility. Such losses, damages and expenses shall include
but not be limited to such amount as the Bank shall certify (such certification being accompanied by the basis and calculation of such
amount and being conclusive and binding upon the Customer save for any obvious error). For the avoidance of doubt, the provisions of this
clause shall not be applicable in a situation where any losses, damages and expenses were caused by the negligence, default or fraud of
the Bank.
The Customer undertakes
in favour of the Bank that:
| (a) | the Customer expressly agrees to comply with all statutes, by-laws,
guidelines and regulations (whether or not having the force of law) in Malaysia and shall ensure continued compliance with such regulations
for the duration of the Facility(ies). The Customer shall, and shall cause and procure each guarantor and security party to, ensure,
arrange, coordinate, manage and obtain and promptly renew from time to time all authorisations, registrations, filings, approvals, consents,
licenses and exemptions as may be required under any applicable law, regulation or directive to enable them to perform their respective
obligations under all documents in relation to the Facility of such documents in relation to the Facility; |
Commercial Financing (Companies) – Letter of Offer Page 15 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| (b) | the Customer shall give the Bank written notice of any event of default under the Letter of Offer, under
these Standard Terms and Conditions, under the Specific Terms and Conditions and under any other existing indebtedness of the Customer
within three (3) Business Days of it becoming aware of the occurrence of the same. For the purpose of this clause, “Business Day”
is defined as a day (other than Saturday, Sunday and public holidays) on which the Bank is open in Kuala Lumpur and, if applicable, in
the state where the place of business of the Bank is located for transaction of business of the nature required or contemplated by the
Letter of Offer; |
| (c) | the Customer will carry out its business diligently and efficiently and in accordance with sound financial
practices; |
| (d) | the Customer shall keep full, proper and up-to-date accounts and furnish to the Bank within six (6) months
from the end of each of its financial year copies of its balance sheet, profit and loss account and report, audited and duly certified
by a qualified independent auditor; |
| (e) | whenever requested by the Bank, the Customer shall furnish to the Bank within sixty (60) days from the
end of each quarter year of each of its financial year (where applicable) its financial accounts duly certified by a responsible officer
and in a format acceptable to the Bank; |
| (f) | whenever requested by the Bank, the Customer shall furnish to the Bank all information reasonably required
by the Bank in relation to the following: |
| (i) | the business of the Customer; and |
| (ii) | the Customer’s financial position; and |
| (g) | the Customer shall ensure that the guarantor(s) or any security party (ies) (in the case where the guarantor(s)
or any security party(ies) is a body corporate) does not permit any form of merger, reconstruction, consolidation or amalgamation by way
of a scheme of arrangement or otherwise or approve, permit any transfer of any part of its issued capital; |
| (h) | the Customer shall ensure that the guarantor(s) or any security party (ies) (in the case where the guarantor(s)
or any security party(ies) is a body corporate), does not pass any resolution or make any application for it to be placed under judicial
management; |
| (i) | and the Customer shall ensure that the guarantor(s) or any security party (ies) (in the case where the
guarantor(s) or any security party(ies) is a body corporate), does not propose to enter into or permit the entry of any arrangement or
composition (voluntary or otherwise) with any of its creditors. |
Commercial Financing (Companies) – Letter of Offer Page 16 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
The Customer undertakes
in favour of the Bank that, it shall not without obtaining the prior written consent of the Bank (which consent shall not be unreasonably
withheld):
| (a) | add to, delete, vary or amend the Articles of Partnership
(if a partnership) of the Customer in any manner which would be inconsistent with the terms of the Letter of Offer, these Standard Terms
and Conditions and the Specific Terms and Conditions; |
| (b) | change the nature of its business; |
| (c) | enter into any transaction with any person firm or company except in the ordinary course of business and
on arm’s length commercial terms; |
| (d) | other than in its normal course of business and on arms-length basis, enter into any partnership, profit-sharing
or royalty agreement whereby the income of the Customer or its profits are, or might be, shared with any other person, firm or company
or enter into any management contract or similar arrangement whereby the business of the Customer or its operations are managed by any
other person, firm or company; |
| (e) | finance or make advances (other than in the normal course of business) to any person; |
| (f) | create or permit to subsist any further mortgage, charge, pledge, lien, right of setoff, caveats and any
security interests of any nature (“Security Interest”) over any part of the properties, assets, business or undertaking (both
present or future) of the Customer or, where applicable, of any security party which has been charged or is offered as security to the
Bank from time to time, except: |
| (i) | liens arising by operation of law, and securing obligations
not more than thirty (30) days overdue; |
| (ii) | liens or rights of set off arising in the normal course of trading relating to liabilities the aggregate
amount of which is in the opinion of the Bank (which opinion shall be final and binding upon the Customer) is not material; and |
| (iii) | Security Interest which may be consented to by the Bank in writing from time to time. |
For the purposes
of this paragraph, the expression “assets” includes but is not limited to any revenues and property moveable and immoveable
of any kind.
| 1. | Direction to Financial Institutions (BNM/RH/CIR000-2) |
The Bank shall
comply with the regulation as set out by Bank Negara Malaysia and will act accordingly to the law and regulation to protect both the Customer’s
and the Bank’s interest.
Commercial Financing (Companies) – Letter of Offer Page 17 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
The Customer accepts
that information regarding the Facility(ies) will be given to any credit bureau including the Central Credit unit and the Dishonored Cheque
Information System established by Bank Negara Malaysia or such other authority having jurisdiction over the Bank for the use of such bureau
and the participating banks. This information is kept strictly confidential between such bureau and the participating banks.
| 3. | Foreign Account Tax Compliance Act |
FATCA is being
implemented through a combination of U.S. Treasury Regulations and government-to-government agreements (also known as Intergovernmental
Agreements or IGAs) which requires Financial Institutions outside the U.S. to provide information regarding their customers who are U.S.
Persons to the U.S. Internal Revenue Service (“U.S. IRS”). Affin Bank Berhad (“the Bank”) and its related companies
and affiliates are subject to and required to or have agreed to comply with FATCA (“FATCA Reporting Requirement”). In view of
this, the Bank is required to collect information about each of its customers under the FATCA Reporting Requirement. If you are a U.S.
Person, we may need to furnish the Inland Revenue Board of Malaysia (“IRBM”) your account information, which may then be shared
with the U.S. IRS.
| 4. | Common Reporting Standard of Financial Account Information in Tax Matters |
Under the CRS
developed by the Organisation for Economic Co-operation and Development (“OECD”), governments agree to exchange information
automatically with one another on tax residents maintaining financial accounts in each other’s jurisdictions. The Income Tax (Automatic
Exchange of Financial Account Information) Rules 2016 (“CRS Rules”) issued by the Ministry of Finance Malaysia on 19 December
2016 which came into operation on 1 January 2017 requires every Reporting Financial Institution to identify Reportable Account maintained
by the Reporting Financial Institution by applying the due diligence procedures as specified in the OECD CRS. The Bank and its related
companies and affiliates are required to comply with the CRS Rules (“CRS Reporting Requirement”). In view of this, the Bank
is required to collect information about your tax residence(s) under applicable tax regulations. If you are not a tax resident of Malaysia,
we may need to furnish the IRBM your account information, which may then be shared with other tax authorities of the CRS participating
jurisdiction.
Each jurisdiction
has its own rules for defining tax residence, and jurisdictions have provided information on how to determine if you are resident in a
jurisdiction on the following website:
https://www.oecd.org/tax/automatic-exchange/crs-implementation-
and-assistance/tax-residency/
Commercial Financing (Companies) – Letter of Offer Page 18 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
As a Financial
Institution, we are unable to give tax advice. Please consult your tax adviser if you require assistance in determining your tax residence(s).
| DD. | OTHER TERMS AND CONDITIONS |
| 1. | No divestment of shares by the existing major shareholders
without the Bank’s prior written consent. |
| 2. | No dividends are to be declared or paid out without the Bank’s prior written consent. |
| 3. | Submission of half-yearly management account within sixty (60) days of reporting date. |
| 4. | The Customer is required to keep the Bank informed in writing
within thirty (30) days of any developments which may change the course of the company’s normal business operations during the tenure
of the facilities. |
| 5. | All legal procedures, if any, in securing the facilities are
to be handled by a firm of solicitors on the Bank’s panel and legal fees and expenses in connection or incidental to the granting of
these facilities including stamping fees, solicitor’s fees on a solicitor and client basis shall be borne by the Customer. |
| 6. | The Bank has the right to set-off all available balance in
the Customer’s accounts including current account, investment account and other accounts towards the settlement of any banking facilities
granted by the Bank with seven (7) calendar days’ prior notice and reason to the Customer. |
| 7. | Subject to Shariah principles, the Bank reserves the right
to vary or impose additional terms and conditions to meet its internal policy guidelines to comply with any guidelines introduced by
the Bank Negara Malaysia or any relevant authorities from time to time, subject to providing twenty-one (21) calendar days of notice
to the Customer. |
| 8. | That the Customer shall be liable to pay all fees and expenses
including the Bank’s solicitor’s fee (on a solicitor - client basis) if any money granted to the Customer shall be required to be recovered
by any process of law or by our solicitors. |
| 9. | All banking facilities are granted conditional upon the Customer
conducting the account satisfactorily within the limit at all times. Notwithstanding the above, the Bank reserves the right to review,
or change the terms and conditions as and when the Bank deems it necessary at its discretion subject to Shariah principles irrespective
of whether the same is made before or after this offer. |
Commercial Financing (Companies) – Letter of Offer Page 19 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| 10. | The Bank is authorized to deduct the installment, takaful
payment/insurance premium, and other miscellaneous expenses due pertaining to the financing facility from the Customer’s current/savings
account, at any time deemed fit by the Bank notwithstanding any terms and conditions contained in any security documents regarding payment
of the financing facility and without prejudice to the Bank’s right under the security documents. |
| 11. | The Bank shall have received from the Customer prior written
notice (“Prepayment Notice” or “Early Settlement Notice”) of its intention to make prepayment or early settlement
specifying the relevant amount to be paid and the date of such payment failing which the Bank shall have the right to factor in such
associated costs or charges in reducing the ibra’ amount. |
| 12. | The Bank has the right to appoint valuers from the Bank’s
panel, the cost to be debited from your account with the Bank only in respect of such cost to be incurred prior to the first disbursement
under the Facility. Thereafter, all such costs shall be borne by the Bank. |
| 13. | Section 57 of the Islamic Financial Services Act 2013 [Act
759] and BNM’s “Guidelines on Credit Transactions and Exposures with Connected Parties for Islamic Bank” which includes any
replacement guidelines/ specifications/ circulars issued by BNM from time to time in connection with the same and also the provisions
of the Companies Act 2016 [Act 777] relating to related party transaction are collectively referred to as the “Provisions”.
The Customer confirms that at the time of the Customer executing this Letter of Offer and/ or entering into the Facility contracts with
the Bank, the Provisions has not been infringed and undertakes to advise the Bank if it is not in compliance with any of the Provisions
at any time. If at any time during the continuance of the Facility and other documents related to the same, the Bank discovers that there
had been an infringement of the Provisions or that the continued performance of the obligations in relation to the Facility and other
documents related to the same shall be in violation of the Provisions, the Bank shall be entitled to exercise all of its rights
contained in this Letter of Offer. The Customer must inform the Bank if any connected / related party relationship arises during the
tenure of the Facility. |
| 14. | The Customer is to submit extract of minutes of the Directors’
Resolution and Board of Directors’ meetings (duly certified by the Company’s Secretary) to the Bank within thirty (30) days of such meetings
with regards to any of the following: - |
| (a) | a significant change in the business direction or shareholder, |
| (b) | any changes in key senior management personnel and the composition
of the board of directors, and |
| (c) | notice of litigation by third parties. |
Save as aforesaid,
the Bank’s consent needs to be obtained for any of the changes below mentioned;
Commercial Financing (Companies) – Letter of Offer Page 20 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| (a) | a change in the shareholders and the respective shareholdings; |
| (b) | the procurement of any additional credit; and |
| (c) | acquisition of assets approved by any relevant authorities. |
| 15. | The Bank has the right to conduct visits to the Customer’s
premises to verify the on-going nature of the business and to inspect the books of your company, for the purpose of developing a good
banker-customer relationship. The Customer undertakes to extend the utmost co-operation by providing full disclosure of records and all
relevant information affecting the operations of the business. |
| 16. | The Trade Financing facilities are subject to periodical review
and recallable on demand and its utilization are subject to the Bank’s standard terms and conditions under the Trade Financing facilities. |
| 17. | Any other terms and conditions as may be required by the Bank
from time to time subject to Shariah principles shall apply and binding. |
| 18. | Any decision or conclusion related to the Shariah matters
pronounced and/or made by the Bank’s Shariah Committee, the Shariah Advisory Council of BNM and/or any related bodies will bind the Customer. |
| 19. | That the terms and conditions in this Letter of Offer contained
are not exhaustive and that this Letter of Offer when accepted forms a provisional agreement until a Facility agreement drawn up by the
Bank’s panel solicitors has been duly executed. On such signing the terms and condition in this Letter of Offer contained shall be part
of the agreement and/or any relevant security documents whether expressly or otherwise. |
| 20. | The facilities are to be utilized for activities that are
in line with Shariah principles and the goods (if any) must be “halal” goods only. |
| 21. | The Customer is to execute to the Bank a Letter of Authority
to debit the Customer’s account with the Bank for the recovery of the monthly Installments and miscellaneous expenses. |
| 22. | Without prejudice to the foregoing terms and provisions and
in addition and without prejudice to any other powers, rights and remedies which the Bank may be entitled to, you shall indemnify the
Bank and hold the Bank harmless from and against any losses, damages and expenses, whatsoever, legal or otherwise (including but not
limited to all legal costs incurred by the Bank on a solicitor and client basis) which the Bank may sustain, suffer or incur as a consequence
of any default in the payment of the facilities on the same or any portion of the same, or any other amounts payable hereunder or on
account of the non-observance of all or/any terms stipulations agreements and provisions on the Customer’s part and such losses, damages
and expenses shall include but not limited to such amount as the Bank shall certify (such certification being accompanied by the basis
and calculation of such amount and being conclusive and binding upon the Customer save for any manifest error). |
Commercial Financing (Companies) – Letter of Offer Page 21 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| 23. | It is agreed and declared by the parties to this Letter of Offer
that notwithstanding any of the provisions of this Letter of Offer to the contrary, any provision or term of this Letter of Offer may
at any time and from time to time be varied or amended subject to Shariah principles with twenty-one (21) calendar days’ prior notice
and reason by means of a notice to the Customer given in accordance with the provision of this Letter of Offer. Upon such variation and
amendment being effective, the relevant provisions of this Letter of Offer shall be deemed to have varied or amended accordingly and
shall be read and construed as if such variation and amendment has been incorporated in and has formed part of this Letter of Offer at
the time of execution. |
In respect
of all variations to the Facility made by the Bank, if the Customer is not agreeable to the amended terms and conditions, the Customer
shall notify the Bank in writing of the same within twenty-one (21) calendar days from the date of notice by the Bank.
In the
event the Customer does not raise any objections within the twenty-one (21) calendar days after the notice of amendments, the Customer
shall be considered to have accepted the amendments to the terms and conditions of the Facility. In the event the Customer objects to
the amendments, the Customer shall settle the indebtedness of the Facility in full.
| 24. | If any of the terms and conditions of this Letter of Offer contradicts with any
terms and conditions in the security documents, the terms stipulated in the security documents shall prevail. |
| 25. | If any of the provisions of this Letter of Offer becomes invalid, illegal or unenforceable
in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired. |
| 26. | The Bank reserves the right in particular to terminate the relationship should
there be, in the Bank’s opinion, a material adverse change in the circumstances, financial or otherwise. Notwithstanding the
above, the liability in respect of the Facility under shall remain continuing until full settlement. |
| 27. | The Customer agrees and confirms that the continued utilization of the Facility(ies)
here are strictly conditional upon its compliance and the compliance of its security parties with the provision of the Limited Liability
Partnership Act 2012 and all its regulations, where applicable. |
| 28. | In addition, in the event of default and the financing turns to Impaired
Financing (Non-Performing Financing) status, the Bank may at its discretion (but not obliged to) without notice to you, exercise its
option of cancelling the Takaful Coverage and recover the policy cash / surrender value to reduce the outstanding balance of the
said financing. |
Commercial Financing (Companies) – Letter of Offer Page 22 of 23 | |
| Customer |
: |
CL TECHNOLOGIES (INTERNATIONAL) SDN BHD (201901005005/1314332U) |
|
| Ref No |
: |
SDS/2022/BC-TTDI/34166/ABY |
| Date |
: |
04 November 2022 |
| 29. | In the event of claim, all benefits payable under the Takaful coverage taken up
shall be made directly to the Bank and will be first used to offset any outstanding any outstanding amounts under the Facility due to
the Bank. The remaining benefits (if any, after the set-off) will be payable to you or your estate (as the case may be). |
EE. SHARIAH COMPLIANCE
| 1. | The Customer agrees and confirms that this Facility and any transaction entered
into pursuant to this Facility are subject to and in conformity with Shariah principles, as ascertained by the Shariah Advisory Council
(SAC) of Bank Negara Malaysia and/or any other authority having jurisdiction over the Bank. |
| 2. | Where in any proceedings relating to this Facility and any transaction entered
into pursuant to this Facility before any court or arbitrator any question arises concerning a Shariah matter, the court or the arbitrator,
as the case maybe shall: |
| a) | take into consideration any published rulings of the SAC; or |
| b) | refer such question to the SAC for its ruling. |
| 3. | Any such rulings made by the SAC shall be final and binding among the Customer
and the Bank and the court or arbitrator making a reference to the SAC. |
| 4. | If at any time before or during this Facility and any transaction entered into
pursuant to this Facility, it is discovered or it has come to the attention of the Customer and the Bank that any aspect or part/portion
of this Facility, is likely to infringe any Shariah principles, guidelines, specifications, standards or circulars, the Customer and the
Bank agree that the relevant provision and/or term shall be amended/varied for compliance purpose. The amendment or variation is to such
extent as is necessary to be in conformity with Shariah principles, guidelines, specifications, standards or circulars. The Bank shall
be entitled to issue such amendments or variations by giving the requisite twenty-one (21) calendar days’ notice to the Customer. |
| 5. | The Customer agrees that the Indebtedness arising from the Customer’s utilization
of the Facility shall remain intact and owing and shall not in any way or manner be affected adversely by any Shariah ruling as above. |
-END-
Commercial Financing (Companies) – Letter of Offer Page 23 of 23 | |
| PRIVATE & CONFIDENTIAL |
Our Ref : FCAD/RNC/24/0-00000832/LO001
Date : 20/08/2024
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD (201901005005)
NO 10-2 JALAN TANJUNG SD 13/2
BANDAR SRI DAMANSARA
52200 KUALA LUMPUR
W.P KUALA LUMPUR
MALAYSIA
Dear Sir/Madam,
ISLAMIC BANKING FACILITY(IES) GRANTED TO CL TECHNOLOGIES
(INTERNATIONAL) SDN. BHD (201901005005) (“CUSTOMER”)
We refer to our previous Letter(s)
of Offer and wish to advise that the Bank has approved to renew your existing facility(ies), the next renewal date will be on 31/08/2025.
All other existing terms and
conditions including the security as per our previous Letter(s) of Offer are to remain unchanged unless specified otherwise in this letter.
For any enquiry, kindly contact: -
Relationship Manager : NATALIE YAP CHAI YEAN
Contact No. : 03-77270900
Thank you.
| Yours sincerely |
|
|
| for AFFIN ISLAMIC
BANK BERHAD |
|
|
| |
|
|
| /s/
NATALIE YAP CHAI YEAN |
|
/s/
BENJAMIN CHU YAU WEI |
| NATALIE YAP CHAI
YEAN |
|
BENJAMIN CHU YAU
WEI |
| RELATIONSHIP MANAGER |
|
BC HEAD, TTDI |
t\ 03-7777 0900 f\ 03-7727
0908 w\ AffinGroup.com
a\ Business Centre - Taman Tun Dr Ismail Branch
2nd Floor, No. 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur.
AFFIN
BANK BERHAD 197501003274 (25046-T) ● AFFIN ISLAMIC BANK BERHAD 200501027372 (709506-V)
AFFIN
HWANG INVESTMENT BANK BERHAD 197301000792 (14389-U)
Exhibit 10.18
| (b) | holding beneficially of more than 50% of the issued share capital of the company (excluding any part
of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or
capital). |
“Financial Indebtedness”
means any Indebtedness incurred for or in respect of:
| (b) | any amount raised by acceptance under any acceptance credit
facility or dematerialised equivalent; |
| (c) | any amount raised pursuant to any note purchase facility or
the issue of bonds, notes, debentures, loan stock or any similar instrument; |
| (d) | the amount of any liability in respect of any lease or hire
purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease; |
| (e) | receivables sold or discounted (other than any receivables to
the extent they are sold on a non-recourse basis); |
| (f) | any amount raised under any other transaction (including any
forward sale or purchase agreement) having the commercial effect of a borrowing; |
| (g) | any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked
to market value will be taken into account); |
| (h) | any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and |
| (i) | the amount of any liability in respect of any guarantee or indemnity
for any of the items referred to in paragraphs (a) to (h) above. |
“GAAP” means in relation to
each Guarantor, generally accepted accounting principles in its place of incorporation or establishment, including, where applicable,
IFRS.
“Group” means, if
the Guarantor is a member of a group of companies of which the Parent is the Holding Company, the Parent and its Subsidiaries from time
to time.
“Guaranteed
Obligations” means each Borrower’s obligations to pay all money and discharge all obligations now or in the future
due, owing or incurred in any manner to the Bank by such Borrower (and, if more than one, by them jointly or jointly and severally),
whether actually or contingently and whether alone or together with another or others and whether as
principal or surety, together with interest, discount, commission and all other charges, costs
and expenses for which such Borrower may be or become liable to the Bank.
“Holding Company”
means, in relation to a person, any other person in respect of which the first named person is a Subsidiary.
“IFRS” means international
accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
“Obligors” means each Borrower
and any person providing a guarantee of and/or Security Interest for the obligations of any Borrower and/or any other Obligor to the Bank.
“Parent” means, if the Guarantor
is a member of a Group, the company referred to in Part 2 of Schedule 2.
“Party” means a party to this
Guarantee.
“Relevant Data Subject” means:
| (c) | any person authorised by a Guarantor to act on its behalf in
relation to this Guarantee; and |
| (d) | any other person whose personal information is provided by a
Guarantor to the Bank in relation to this Guarantee. |
“Security Interest” means a
mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.
“Subsidiary” means in relation
to a person, any other person:
| (a) | which is Controlled, directly or indirectly, by the first named
person; |
| (b) | more than half the issued share capital of which is beneficially
owned, directly or indirectly, by the first named person; or |
| (c) | which is a Subsidiary of another Subsidiary of the first named
person. |
“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared
platform and which was launched on 19 November 2007.
“TARGET Day” means any
day on which TARGET2 is open for the settlement of payments in euro.
“Tax” means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).
| (a) | Any reference in this Guarantee to: |
| (i) | an “amendment”
includes a supplement, variation, novation, restatement or re-enactment and “amended”
will be construed accordingly; |
| (ii) | a “disposal”
means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary
and “dispose” will be construed accordingly; |
| (iii) | an “authorisation”
includes an authorisation, consent, approval, resolution, licence, exemption, filing,
registration or notarisation; |
| (iv) | “indebtedness”
includes any obligation (whether incurred as principal or as surety) for the payment
or repayment of money; |
| (v) | a “regulation” includes any regulation, rule,
official directive, request or guideline (whether or not having the force of law but; if not having the force of law, being of a type
with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency,
department or regulatory, self-regulatory or other Authority or organisation; |
| (vi) | any statute or any section of any statute will be deemed to
include reference to any statutory modification or re-enactment of it for the time being in force; |
| (vii) | any document is a reference to that document as amended (however
fundamentally) and including any amendment providing for any increase in the amount of a facility or for an additional facility; |
| (viii) | a currency is to the lawful currency for the time being of the
relevant country; |
| (ix) | a “month” is to a period starting on one
day in a calendar month and ending on the numerically corresponding day in the next calendar month. If there is no numerically corresponding
day in the following month, that period will end on the last Banking Day in that calendar month; |
| (x) | a “person” includes any individual, company,
corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency,
organisation or other entity whether or not having separate legal personality, and its and any subsequent successors in title, permitted
transferees and permitted assigns, in each case, in accordance with their respective interests; and |
| (1) | common law, principles of equity and laws made by any legislative
body; and |
| (2) | any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any Authority. |
| (b) | Unless the context otherwise requires, words denoting the singular
will include the plural and vice versa. |
| (c) | If more than one currency or currency unit are recognised at
the same time by the central bank of any country as the lawful currency of that country, then: |
| (i) | any reference in this Guarantee to, and any obligations arising
under this Guarantee in, the currency of that country will be converted into, or paid in, the currency or currency unit of that country
designated by the Bank; and |
| (ii) | any conversion from one currency or currency unit to another
will be at the official rate of exchange recognised by the central bank, rounded up or down by the Bank acting reasonably. |
| (d) | If a change in any currency of a country occurs, this Guarantee will be amended to the extent the
Bank specifies to be necessary to reflect the change in currency and to put the Bank in the same position, so far as possible, as it
would have been in if no change in currency had occurred. |
| 2. | GUARANTEE AND INDEMNITY |
| (a) | Each Guarantor irrevocably and unconditionally: |
| (i) | as principal obligor guarantees to the Bank the due and punctual
performance and discharge by each Borrower of the Guaranteed Obligations of such Borrower as they fall due; |
| (ii) | undertakes with the Bank that, whenever a Borrower does not
pay any amount forming part of the Guaranteed Obligations of such Borrower when due it must immediately on demand by the Bank pay that
amount as if it were the principal obligor in respect of that amount; and |
| (iii) | agrees to indemnify the Bank immediately on demand
against any cost, loss or liability suffered by the Bank if any of the Guaranteed Obligations or purported obligations guaranteed by
it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability under this indemnity will be equal to the
amount the Bank would otherwise have been entitled to recover. This indemnity constitutes a separate and independent obligation from
any other obligations in this Guarantee, shall give rise to a separate and independent cause of action and shall remain in full force
despite any waiver, indulgence, judgment or order given in respect of any sum due under this Guarantee. |
| (b) | Unless expressly provided otherwise in this Guarantee, where
there is more than one Guarantor, each of the Guarantors will be jointly and severally liable for their respective obligations and liabilities
arising under this Guarantee. The Bank may take action against, or release or compromise the liability of, any Guarantor, or grant time
or other indulgence, without affecting the liability of any other Guarantor. |
| 3. | PRESERVATION OF GUARANTEE |
| (a) | This Guarantee is a continuing guarantee and will extend to
the ultimate balance of the Guaranteed Obligations regardless of any intermediate payment or discharge or settlement of account in whole
or in part. |
| (b) | The Bank may make multiple demands under this Guarantee. |
If any payment by a Borrower or any discharge
given by the Bank (whether in respect of a Borrower’s obligations or any security for those obligations or otherwise) is avoided
or reduced as a result of insolvency or any similar event:
| (a) | the Guarantors’ liability will continue as if the payment,
discharge, avoidance or reduction had not occurred; and |
| (b) | the Bank will be entitled to recover the value or amount
of that security or payment from the Guarantors as if the payment, discharge, avoidance or reduction had not occurred. |
The Guarantors’ obligations and the Bank’s
rights under this Guarantee will not be affected by an act or omission which, would reduce, release or prejudice any of the Guarantors’
obligations under this Guarantee (whether or not known to any of the Guarantors or the Bank). These Include:
| (a) | the existence of any claim of set-off or other rights which
a Guarantor may have against a Borrower, the Bank or any other person or which a Borrower may have at any time against the Bank; |
| (b) | the
Bank’s grant to a Borrower of any other credit facilities or the withdrawal or restriction
by the Bank of any credit facilities or the failure to notify a Guarantor of any such granting,
withdrawal or restriction; |
| (c) | any time, waiver or consent granted to, or composition with,
a Borrower or any other person; |
| (d) | the taking, amendment, compromise, exchange, renewal or release
of, or failure to perfect, take up or enforce any rights against or security over assets of, a Borrower or any other person or any non-presentation
or non-observance of any formality or other requirements in respect of any instrument or any failure to realise the full value of any
security; |
| (e) | any incapacity or lack of power, authority or legal personality
of or dissolution or change in the members or status of a Borrower or any other person; |
| (f) | any amendment (however fundamental), increase in, waiver,
release or replacement of any agreement, document or security; |
| (g) | any unenforceability, illegality or invalidity of any obligation
of any person under any agreement, document or security; |
| (h) | any insolvency or reorganisation or similar proceedings of
a Borrower; |
| (i) | any variation, renewal, increase, extension, compromise,
discharge, dealing with, exchange or renewal of any right or remedy which the Bank may have now or after the date of this Guarantee against
a Borrower or any other person; |
| (j) | any change in the constitution (whether by amalgamation,
merger, reconstruction or otherwise) or ownership of a Borrower or the Bank or any other person. |
| (k) | any moratorium or other period staying or suspending by statute
or the order of any court or any authority of all or any of the Bank’s rights remedies or recourse against the Borrower or the
Guarantor; |
| (l) | any other dealing but for the provision of this Clause could
affect or discharge any part of the liabilities of the Guarantor hereunder; or |
| (m) | any disposition, assurance, security or payment which may
be avoided under the Companies Act 2016 or any statute relating to bankruptcy, winding-up or any analogous proceedings. |
Each Guarantor waives any right it may have of
first requiring the Bank (or any trustee or agent on its behalf) to:
| (a) | proceed against any person; |
| (b) | enforce any other rights or security; or |
| (c) | claim payment from any person, |
before claiming from each Guarantor under this
Guarantee.
| (a) | The Bank (or any trustee or agent on its behalf) may
at any time without affecting the Guarantors’ liability under this Guarantee: |
| (i) | refrain from applying or enforcing any other moneys, security
or rights held or received by the Bank (or any trustee or agent on its behalf) against those amounts; or |
| (ii) | apply and enforce the same in such manner and order as it
sees fit (whether against those amounts or otherwise); and |
| (b) | hold in a suspense account any moneys received from a Guarantor
or on account of the liability of the Guarantors under this Guarantee. |
Unless:
| (a) | all amounts which may be or become payable by each Borrower
under or in connection with the Guaranteed Obligations have been irrevocably paid in full; or |
| (b) | the Bank otherwise requests, |
no Guarantor will, after a claim has been made
under this Guarantee or by virtue of any payment or performance by it under this Guarantee:
| (i) | be subrogated to any rights, security or moneys held, received
or receivable by the Bank (or any trustee or agent on its behalf); |
| (ii) | be entitled to any right of contribution or indemnity in
respect of any payment made or moneys received on account of the Guarantor’s liability under this Guarantee; |
| (iii) | claim, rank, prove or vote as a creditor of a Borrower or
its estate in competition with the Bank (or any trustee or agent on its behalf); or |
| (iv) | receive, claim or have the benefit of any payment, distribution
or security from or on account of a Borrower, or exercise any right of set-off as against a Borrower. |
Each Guarantor must hold in trust
for and immediately pay or transfer to the Bank any payment or distribution or benefit of security received by it contrary to this
Clause or in accordance with any directions given by the Bank under this Clause. Each Guarantor irrevocably appoints the Bank as
that Guarantor’s agent with authority to do all acts and execute all documents on behalf of that Guarantor to protect or
preserve the Bank’s interest in such payment, distribution, benefit or security. Each Guarantor’s compliance with its
obligations under this Clause will not reduce or affect in any manner the liability of that Guarantor under this Guarantee until all
sums actually or contingently owing under the Finance Documents have been fully paid.
Each Guarantor hereby agrees to subordinate any
and all indebtedness by the Borrower to that Guarantor, whether or not incurred pursuant to or arising out of this Guarantee to secure
the moneys hereby secured, and all the Bank’s rights with respect to the Facilities and any other security held by the Bank.
This Guarantee is in addition to, and is not in
any way prejudiced by, any other security now or subsequently held by the Bank.
| 4. | REPRESENTATIONS AND WARRANTIES |
Each Guarantor makes the following representations
and warranties to the Bank from and after the date of this Guarantee and which are deemed to be repeated at all times (having regard to
the circumstances existing at the time of repetition) so long as any sums are actually or contingently owing under or in connection with
the Guaranteed Obligations.
| (a) | Where the Guarantor is a person other than an individual
(but including a sole proprietor) it is duly incorporated or established and validly existing under the law of its jurisdiction of incorporation
or establishment (as the case may be); and |
| (b) | Where the Guarantor is carrying on a business it and, if
the Guarantor is a corporation, each of its Subsidiaries, has the power to own its assets and carry on its business as it is being conducted. |
The obligations expressed to be assumed by it
in this Guarantee are legal, valid, binding and enforceable obligations.
The entry into and performance of this Guarantee
by it and the transactions contemplated by this Guarantee do not and will not conflict with:
| (a) | any law or regulation or any official or judicial order applicable
to it; |
| (b) | where the Guarantor is a corporation, partnership, club, association
or society its constitutional documents; or |
| (c) | any agreement or instrument binding upon it or any of its
assets. |
It has the power and capacity to enter into
and perform, and if the Guarantor is a corporation, partnership, club, association or society, has taken all necessary action to
authorise the entry into, performance and delivery of, this Guarantee and the transactions contemplated by this Guarantee.
| 4.5 | Validity and admissibility
in evidence |
All authorisations required or desirable:
| (a) | to enable it to lawfully to enter into, exercise its rights
under and comply with its obligations in this Guarantee; and |
| (b) | to make this Guarantee admissible in evidence in its jurisdiction
of incorporation, establishment or domicile, |
have been obtained or effected and are in full
force and effect.
| 4.6 | Governing law and enforcement |
| (a) | The choice of the governing law of this Guarantee will be
recognised and enforced in the Guarantor’s jurisdiction of incorporation, establishment or domicile. |
| (b) | Any judgment obtained in the courts to whose non-exclusive
jurisdiction the Parties have submitted in relation to this Guarantee will be recognised and enforced in the Guarantor’s jurisdiction
of incorporation, establishment or domicile. |
| (c) | The
service of any writ or summons or any legal process in respect of any such action or proceeding
may be effected on the Guarantor by forwarding a copy of the writ, summons, statement of
claim or other legal process by prepaid registered post (or other mode stipulated by law)
to its address last notified to the Bank in writing. Where served by post, such writ, summons
or statement of claim or such other legal process is taken to have been served on the Guarantor
two (2) days after the date of posting. |
| 4.7 | Registration and stamp
duty |
| (a) | The Guarantor must do all such things as may be necessary
or appropriate to preserve or protect the rights and interests of the Bank created by, or arising from, this Guarantee, including the
registration or notification of this Guarantee with each registry or Authority in any jurisdiction in accordance with applicable law
and the payment of any stamp duty, registration, duty or similar Tax. |
| (b) | Save for the acts undertaken by the Guarantor under paragraph
(a) above, it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other Authority in the Guarantor’s
jurisdiction of incorporation, establishment or domicile or that any stamp duty, registration duty or similar Tax or charge be paid on
or In relation to this Guarantee or the transactions contemplated by this Guarantee. |
| (a) | Where the Guarantor or any other Obligor is a corporation,
no event is continuing which constitutes a default under any document which is binding on the Guarantor, or any other Obligor or any
of its or their Subsidiaries or to which the Guarantor’s, or any Obligor’s or its or their Subsidiaries’ assets are
subject which might, In the Bank’s opinion, have a material adverse effect on its, or any other Obligor’s financial condition
or prospects or the Guarantor’s ability to perform its obligations under this Guarantee. |
| (b) | Where the Guarantor is not a corporation, no event is continuing
which constitutes a default under any document which is binding on the Guarantor or any other Obligor which is not a corporation or to
which the Guarantor’s assets are subject which might, in the Bank’s opinion, have a material adverse effect on its or any
other Obligor’s financial condition or prospects or the Guarantor’s ability to perform its obligations under this Guarantee. |
Where
the Guarantor prepares or is legally obliged to prepare audited financial statements, consolidated where applicable, such financial statements
most recently delivered to the Bank:
| (a) | have been prepared in accordance with the relevant GAAP / IFRS,
as applicable, consistently applied; and |
| (b) | fairly represents (if prepared in accordance with IFRS) or gives
a true and fair view of (if prepared in accordance with GAAP) its financial condition, consolidated where applicable, and operations
as at the date to which they were drawn up and there has been no material adverse change in its business, operations, assets or financial
condition since the date to which those accounts were drawn up. |
Except as previously
disclosed to the Bank in writing, no litigation, arbitration or administrative proceedings are current or, to its knowledge, pending
or threatened which, if adversely determined, in the Bank’s opinion, is likely to have a material adverse effect on its business, operations,
assets, financial condition or prospects or its or any other Obligor’s ability to perform its obligations under this Guarantee.
It has
complied in all material respects with all Tax laws in all jurisdictions in which it is subject to Tax and no claims are being asserted
against it with respect to Tax which are likely to have in the Bank’s opinion a material adverse effect on its assets, financial condition
or prospects or ability to perform its obligations under this Guarantee and where the Guarantor is carrying on a business, its business
and operations.
| (a) | Its entry into this Guarantee, and the exercise by it of its rights and performance
of its obligations under this Guarantee will constitute, private and commercial acts performed for private and commercial purposes. |
| (b) | It will not be entitled to claim immunity from suit, execution,
attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to this Guarantee. |
Any information
provided by the Guarantor in connection with this Guarantee was true and accurate in all material respects when it was provided to the
Bank or as at the date (if any) at which it is stated and there are no other material facts or considerations the omission of which would
make any such information provided be untrue or misleading.
| 5.1 | Authorisations
and compliance with laws |
| (a) | Each Guarantor must obtain, maintain and comply with any authorisation
required by any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, this Guarantee. |
| (b) | Each Guarantor must comply in all respects with all laws to
which it is subject where failure to do so might In the Bank’s opinion have a material adverse effect on its business, assets, financial
condition or prospects or its ability to perform its obligations under this Guarantee. |
Each Guarantor undertakes:
| (a) | that its obligations and liabilities under this Guarantee will
at all times rank (except in respect of statutory preferential debts) at least pari passu with all its present and future unsecured indebtedness;
and |
| (b) | not to take or receive any security in respect of the Guarantor’s
liability under this Guarantee and the Guarantor agrees that in the event any such security is taken the same shall be held in trust
for the Bank and shall be deposited with the Bank. |
| (a) | A Guarantor will not create or permit to subsist any Security
Interest over any of its assets. |
| (b) | Where a Guarantor is a person other than an individual (but
including a sole proprietor), it will not: |
| (i) | sell, transfer or otherwise dispose of any of its assets on
terms by which they are or may be leased to or re-acquired by it or, where the Guarantor is a Group member, any other Group member; |
| (ii) | sell, transfer or otherwise dispose of any of its receivables on recourse terms; |
| (iii) | enter into any arrangement under which money or the
benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts;
or |
| (iv) | enter into any preferential arrangement having a similar effect, |
in circumstances where the arrangement or transaction is entered into primarily as a method of
raising Financial Indebtedness or of financing the acquisition of an asset.
(“Quasi-Security” means any transaction
described in paragraph (b) above)
| (c) | Paragraphs (a) and (b) above do not apply to any: |
| (i) | netting or set-off arrangement entered into by any Group member
or any Guarantor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; |
| (ii) | lien arising by operation of law and in the ordinary course
of trading or retention of title arrangement in the ordinary course of trading on standard terms and conditions of any supplier; |
| (iii) | Security Interest or Quasi-Security over goods and/or documents
of title to goods arising in the ordinary course of letter of credit transactions in the ordinary course of trade; |
| (iv) | Security Interest or Quasi-Security in favour of the Bank; |
| (v) | Security Interest or Quasi-Security as advised by a Guarantor
and approved by the Bank except to the extent that the principal amount secured by such Security Interest or Quasi-Security exceeds the
relevant maximum principal amount as specified by the Bank in respect of such Security Interest or Quasi-Security; and |
| (vi) | Security Interest or Quasi-Security created with the prior written
consent of the Bank provided that the principal amount is not increased at any time. |
| 5.4 | Disposals and acquisitions |
Where a
Guarantor is carrying on a business, such Guarantor will not dispose of all or any part of its assets or make any acquisition or investment
except where made in the ordinary course of trading and, in relation lo a disposal of assets only, of assets in exchange for other assets
comparable or superior as to type and value.
Where a
Guarantor is carrying on a business, such Guarantor must procure that no substantial change or disposal is made which will have an effect
on the general nature of its business.
| 5.6 | Financial statements
and other information |
A Guarantor must ensure that the Bank
receives:
| (a) | where a Guarantor prepares or is legally obliged to prepare audited
financial statements, consolidated where applicable, such financial statements for each of its financial years as soon as they
become available; |
| (b) | information necessary to enable the Bank to comply with “know
your customer” or similar identification procedures as the Bank may request from time to time; |
| (c) | details of any litigation, arbitration or other proceedings
pending or threatened; and |
| (d) | any further information as the Bank may reasonably request from
time to time in writing regarding such Guarantor. |
| 5.7 | Change of constitution or status |
| (a) | Where a Guarantor is a corporation, it must not undertake or
permit any arrangement or reconstruction of its present constitution nor effect any changes to its constitutional documents; and |
| (b) | Where a Guarantor is a partnership, it must not permit
any change in status or constituents nor effect any changes to its articles of partnership. |
without the prior written consent of the Bank.
| 6. | NO RELIANCE BY THE GUARANTOR |
Each Guarantor acknowledges that, in entering into this
Guarantee, such Guarantor:
| (a) | has not relied on anything said or written statement, advice,
opinion or information given in good faith by the Bank or on the Bank’s behalf and the Bank shall have no liability to such Guarantor; |
| (b) | has made its own decision,
without relying on the Bank, on the chances of success or failure of the purpose for which
each Borrower has incurred the Guaranteed Obligations and the Bank shall have no liability
to such Guarantor; |
| (c) | has made, without relying on the
Bank, its own independent investigation of each Borrower and each Borrower’s affairs and financial condition, and such Guarantor has
come to its own decision, without relying on the Bank, as to the likelihood of the Borrower repaying the Guaranteed Obligations and the
Bank shall have no liability to such Guarantor; and |
| (d) | agrees with the Bank for itself and as trustee for its officials,
employees and agents that neither the Bank nor its officials, employees or agents shall have any liability for anything which the Bank,
its officials, employees or agents may have done or failed to do in good faith. |
| 7.1 | Where a Guarantor is a partnership: |
| (a) | in the event that the constitution of the partnership changes,
whether by dissolution, death, retirement, change in the members or any other change whatsoever, such Guarantor shall notify the Bank
in writing of such change to its constitution immediately; and |
| (b) | in the event that the partnership’s constitution changes by
virtue of the fact that a new partner has joined the partnership, if so requested by the Bank, such Guarantor shall procure that the
new partner enters into such documentation as the Bank requests to create, perfect or protect any security intended to be created by
this Guarantee. |
| 7.2 | Any person who stops being a partner for any reason remains
liable for all debts and other liabilities owed by the partnership to the Bank which have occurred up to and including the date that
such person ceased to be a partner. |
| 7.3 | If a Guarantor is a partnership this Guarantee shall apply to
the ultimate balance of all the obligations under this Guarantee payable by such Guarantor in the name of the partnership until the Bank
receives written notice of the dissolution of the partnership. |
| 7.4 | If the dissolution is due only to the: |
| (a) | retirement, removal or death of a partner or partners of the
partnership; or |
| (b) | introduction of a further partner or partners; |
then
(unless the Bank decides otherwise) this Guarantee shall continue and apply (in addition to all money and liabilities due, owing or
incurred from or by the old partnership to the Bank) to all money and liabilities due, owing or
incurred from or by the new partnership to the Bank as though there had been no change in the partnership or from or by any partner
of the old partnership who carries on the business of the old partnership as a sole proprietor.
| 7.5 | If a Guarantor is a partnership, such Guarantor shall renew the partnership’s
certificate of registration (if required under any applicable laws) on a timely basis and if the Bank requests, such Guarantor will promptly
submit a copy of the same and every renewal thereof. |
Each Guarantor must:
| (a) | immediately on demand by the Bank, pay all costs and
expenses (including legal fees and any applicable Tax) incurred in connection with this Guarantee by the Bank or any attorney, manager, agent or other person appointed by the Bank under this Guarantee including any arising from any actual or alleged
breach by any person of any law or regulation; and
|
| (b) | keep each of the persons referred to in paragraph (a) above
indemnified against any failure or delay in paying those costs or expenses. |
| (a) | Each Guarantor must make all payments under this Guarantee without any set-off
or counterclaim and free from any deduction or withholding for or on account of any Tax. |
| (b) | If a Guarantor is required by law to make any such deduction or withholding, it
must: |
| | | |
| | | (i) |
pay to the Bank any additional amount as may be necessary to ensure that the Bank
receives the full amount of the relevant payment as if that deduction or withholding had not been made; and |
| | | |
|
| | | (ii) |
supply promptly to the Bank evidence satisfactory to the Bank that it has accounted to the relevant
Authority for that withholding or deduction. |
| (a) | If a Guarantor fails to pay any amount payable by it under this
Guarantee on its due date, interest (“Default Interest”) will accrue daily on the entire overdue amount from the due
date up to the date of actual payment (both before and after judgment) at a rate as may be advised by the Bank from time to time and
will be immediately payable on demand by the Bank. |
| (b) | Default Interest (if unpaid)
arising on an overdue amount will be compounded with the overdue amount on any basis that the Bank may select. |
| 10. | SET-OFF, LIEN AND RIGHT TO DEBIT |
The
Bank may set-off any obligation due from a Guarantor under this Guarantee against any obligation owed by
the Bank or the Bank’s Affiliates to such Guarantor (or where a Guarantor is a corporation, such
Guarantor’s Affiliates) regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose
of the set-off. For the purposes of this Clause, “obligation” includes any obligation whether matured or unmatured,
actual or contingent, present or future. If the amount of any such obligation is unascertained, the Bank may estimate the amount for
the purposes of the set-off.
The Bank
shall have a lien on any securities or other properties in the possession of the Bank or any of its subsidiaries in or outside
Malaysia whether deposited by the Guarantor for safe custody or otherwise and a right to hold such securities or other properties as
security for the monies secured pursuant this Guarantee.
The Borrower will be notified
in advance of the Bank’s intention to debit any of the Guarantor’s account(s) with the Bank in respect of any monies due and payable
hereunder by the Guarantor.
| 11. | EVIDENCE
AND CALCULATIONS |
Accounts maintained by the Bank
in connection with the Guaranteed Obligations are prima facie evidence of the matters to which they relate for the purpose of any litigation
or arbitration proceedings.
| 11.2 | Certificates
and determinations |
Any certification or determination
by the Bank of a rate or amount under this Guarantee will be, in the absence of manifest error, conclusive evidence of the matters to
which it relates.
Any interest or fee accruing
under this Guarantee accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or
365 days or otherwise, depending on what the Bank determines is market practice.
| 12. | AMENDMENTS
AND WAIVERS |
No term of this Guarantee may
be waived or amended except in writing by the Parties.
| 12.2 | Waivers
and remedies cumulative |
The
Bank’s failure to exercise, or delay in exercising, any right or remedy under this Guarantee or
any other document entered into in connection with the Guaranteed Obligations will not operate as a waiver, nor will any single or partial
exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Guarantee are cumulative and not exclusive of any rights or remedies provided by law.
| 13. | CHANGES TO THE PARTIES |
| 13.1 | Assignments and transfers by the Guarantor |
No
Guarantor is entitled to assign or transfer any of its rights and obligations
under this Guarantee without the Bank’s prior consent.
| 13.2 | Assignments and transfers by the Bank |
The Bank may
at any time assign or transfer any of its rights and obligations under this Guarantee to any other person or change its lending
office without the prior consent of the Guarantors.
| 13.3 | Changes
in Constitution |
The security, liabilities
and/or obligations created by this Guarantee shall continue to be valid and binding notwithstanding, in the case of the Guarantor
being an individual, the Guarantor’s death, bankruptcy, mental incapacity, or in the case of the Guarantor being a partnership, by
reason of a change in the membership of a partnership (whether by death, resignation or admission of new partners) or in the case of
the Guarantor being a corporation, the Guarantor’s change in name or style or by amalgamation, liquidation, winding up,
reconstruction or any change in the constitution of the Guarantor.
| 14. | DISCLOSURE OF INFORMATION |
The Bank
will keep information provided by, or relating to, any Guarantor confidential except that the Bank may disclose such information:
| (a) | to any of the Bank’s Affiliates; |
| (b) | to any of the Bank’s or the Bank’s Affiliates’
service providers or professional advisers, who is under a duty of confidentiality to the discloser to keep such information confidential; |
| (c) | to any actual or potential participant, sub-participant or
transferee of the Bank’s rights or obligations under any transaction between the parties (or any of its agents or professional
advisers) and any other person in connection with a transaction or potential transaction between the parties; |
| (d) | to any rating agency, insurer or insurance broker,
or direct or indirect provider of credit protection; |
| (e) | as required by any law or any Authority; or |
| (f) | to the Central Credit Bureau, Bank Negara Malaysia (“BNM”)
(including the Central Credit Reference Information System ((CCRIS), the Dishonoured Cheques Information System, the Financial Institutions
Statistical System or any other database or system established by BNM), or any credit reference agency that the Bank uses for
credit assessment or credit review of any Guarantor or any other bureau or company or person providing credit checks or who provides
direct or indirect credit protection to the Bank or any of the Bank’s Affiliates whether or not established or approved by BNM
or any other governmental or regulatory authority or body, Cagamas Berhad and/or Credit Guarantee Corporation. |
If any
provision of this Guarantee is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under
the law of any other jurisdiction will in any way be affected or impaired.
| 18. | RIGHTS
OF THIRD PARTIES |
Unless stated otherwise in this
Guarantee:
(a)
a person not a Party has no right to enjoy or enforce any benefit under it; and
(b) the consent
of any person not a Party is not required to amend this Guarantee.
This Guarantee may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee.
| 20. | GOVERNING LAW AND JURISDICTION |
| (a) | This Guarantee and all non-contractual obligations arising
in any way out of or in connection with this Guarantee are governed by Malaysian law and each Guarantor irrevocably submits to the non-exclusive
jurisdiction of the Malaysian courts. |
| (b) | In the event that the Guarantor is a non-resident or not incorporated in Malaysia, each Guarantor
irrevocably
appoints 1 of 2 as
its process agent under this Guarantee for service of process in any proceedings before the Malaysian courts in connection
with this Guarantee. If any person appointed
as process agent is unable to act as process agent for that purpose, a new process agent must be appointed immediately and the
relevant Guarantor must notify the Bank of the new process agent’s name and address. The Bank may appoint a new process agent
if any Guarantor fails to comply and the Bank will notify such Guarantor of the name and address of the new process agent. |
[End
of Clauses]
| 1 | Insert the name of Process Agent |
| 2 | Insert the address of Process Agent |
SCHEDULES
SCHEDULE 1
CONTACT DETAILS
Guarantor 1
Name:
NG CHEN LOK
Address: 64 JLN
UDANG GANTUNG 8 TMN MEGAH KEPONG 52100 KUALA LUMPUR
Tel No: 6017-7933138
Fax No:
Guarantor 2
Name:
Address:
Tel No:
Fax No:
Guarantor 3
Name:
Address:
Tel No:
Fax No:
Part 2
PARENT COMPANY 3
| Name |
|
| Company Number |
|
| Registered address / place of business |
|
| 3 | To insert the details of the parent company if the Guarantor
is a member of a Group of Companies |
SCHEDULE 3
BORROWER
Name and NRIC number (for
individuals) / company
number (for corporations) /
business registration
number (where applicable) |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. 1314332U / 201901005005 |
Residential address (for
individuals) / registered
address or place of
business (for corporations,
sole proprietors and partnerships) |
81 LEBOH UNTA TAMAN BERKELEY 41150 KLANG SELANGOR |
SIGNATURES
| THE GUARANTOR |
|
|
|
| |
|
|
|
| Execution by a Company |
|
|
|
| |
|
|
|
| The common seal of the Guarantor |
) |
|
|
| was hereunto affixed in accordance with its |
) |
|
|
| constitution in the presence of: |
) |
|
|
| |
) |
|
|
| |
|
|
| |
|
|
|
| |
|
Director |
|
| |
|
|
|
| |
|
Name: |
|
| |
|
|
|
| |
|
NRIC NO.: |
|
| |
|
|
|
| |
|
|
| |
|
|
|
| |
|
Director/Secretary |
|
| |
|
|
|
| |
|
Name: |
|
| |
|
|
|
| |
|
NRIC NO.: |
|
| WARNING TO GUARANTOR WHO IS AN INDIVIDUAL/PARTNERSHIP/SOLE PROPRIETOR |
| |
| You
should seek independent legal advice before signing this Guarantee. |
| |
| By
signing this Guarantee, you confirm that you have fully understood the contents of this Guarantee and agree to be legally bound by
its terms and you may become liable to the Bank instead of, or as well as, the Borrower. |
| |
| In
agreeing to be the Guarantor, you are liable for all sums of monies due and owing by the Borrower to the Bank. |
Execution by an Individual
Guarantor 1
| Signed and delivered |
) |
|
| by the Guarantor |
) |
|
| in the presence of:- |
) |
/s/ NG CHEN LOK |
| |
|
Name: NG CHEN LOK |
| |
|
NRIC No: 870203-06-5701 |
| Witness’ signature |
/s/ Kevin Toh Hong Chang |
|
/s/ Kevin Toh Hong Chang |
| Full name |
Kevin Toh Hong Chang |
|
Signature Witness By: |
| NRIC No. |
961123-10-5965 |
|
Kevin Toh Hong Chang |
| Address |
1596442 |
|
1596442 |
| Occupation |
Business Development Executive
Business Banking
Standard Chartered Bank (M) Berhad (115793 P) |
|
Date: 1/11/2022 |
Guarantor 2
| Signed and delivered |
) |
|
| by the Guarantor |
) |
|
| in the presence of:- |
) |
|
| |
|
Name: |
| |
|
NRIC No: |
| Witness’ signature |
|
|
| Full name |
|
|
| NRIC No. |
|
|
| Address |
|
|
| Occupation |
|
|
Guarantor 3
| Signed and delivered |
) |
|
|
| by the Guarantor |
) |
|
|
| in the presence of:- |
) |
|
|
| |
|
Name: |
|
| |
|
NRIC NO: |
|
| Witness’ signature |
|
|
| Full name |
|
|
| NRIC No. |
|
|
| Address |
|
|
| Occupation |
|
|
Guarantor 4
| Signed and delivered |
) |
|
|
| by the Guarantor |
) |
|
|
| in the presence of:- |
) |
|
|
| |
|
Name: |
|
| |
|
NRIC NO: |
|
| Witness’ signature |
|
|
| Full name |
|
|
| NRIC No. |
|
|
| Address |
|
|
| Occupation |
|
|
Guarantor 5
| Signed and delivered |
) |
|
|
| by the Guarantor |
) |
|
|
| in the presence of:- |
) |
|
|
| |
|
Name: |
|
| |
|
NRIC NO: |
|
| Witness’ signature |
|
|
| Full name |
|
|
| NRIC No. |
|
|
| Address |
|
|
| Occupation |
|
|
Guarantor 6
| Signed and delivered |
) |
|
|
| by the Guarantor |
) |
|
|
| in the presence of:- |
) |
|
|
| |
|
Name: |
|
| |
|
NRIC NO: |
|
| Witness’ signature |
|
|
| Full name |
|
|
| NRIC No. |
|
|
| Address |
|
|
| Occupation |
|
|
OPTION A4
SOLICITORS CERTIFICATE
I of
a
solicitor of the courts of Malaysia have explained the terms and content of this Guarantee to
(in [his/her] capacity as Guarantor) and believe that [he/she] understands their effect.
Signed:
Date:
OR
OPTION B 5
INDEPENDENT ADVICE
I/We confirm that I/we have been advised to obtain independent legal
advice as to the nature and effect of this Guarantee but have declined to do so.
Guarantor 1
| Signature of Guarantor: |
/s/ NG CHEN LOK |
|
/s/ Kevin Toh Hong Chang |
| Name of Guarantor: NG CHEN LOK |
|
Signature Witness By: |
| Date: 1/11/2022 |
|
Kevin Toh Hong Chang |
| |
|
|
1596442 |
| |
|
|
Date: 1/11/2022 |
| 4 | Use option A if the Guarantor (who is an individual) has
obtained separate legal advice. |
| 5 | Use option B if Guarantor (who is an individual) refuses
to obtain independent legal advice. |
Guarantor 2
Signature of Guarantor:
Name of Guarantor:
Date:
Guarantor 3
Signature of Guarantor:
Name of Guarantor:
Date:
Guarantor 4
Signature of Guarantor:
Name of Guarantor:
Date:
Guarantor 5
Signature of Guarantor:
Name of Guarantor:
Date:
Guarantor 6
Signature of Guarantor:
Name of Guarantor:
Date:
| Execution by a Partnership |
|
|
|
| |
|
|
|
| Signed and delivered |
) |
|
|
| for and on behalf of the partners |
) |
Authorised Signatory |
|
| in the firm of |
) |
|
|
| under a power of attorney dated |
) |
Full Name |
|
|
in the presence of |
) |
|
|
| |
) |
NRIC NO: |
|
| Witness’ signature |
|
|
| Full name |
|
|
| NRIC No. |
|
|
| Address |
|
|
| Occupation |
|
|
| Execution by Sole Proprietor |
|
|
|
| |
|
|
|
| Signed and delivered
by6 |
) |
|
|
|
) |
|
|
| |
) |
|
|
| for and on behalf of and trading as 7 |
) |
|
|
|
) |
|
|
| in the presence of:- |
) |
|
|
| Witness’ signature |
|
|
| Full name |
|
|
| NRIC No. |
|
|
| Address |
|
|
| Occupation |
|
|
| THE BANK |
|
 |
| |
|
| Signed by |
) |
| for and on behalf of |
) |
| |
) |
| Standard Chartered Bank Malaysia Berhad |
|
| (Company No. 115793-P) |
|
| 6 | Insert name and business registration number / NRIC No. of sole
proprietor |
| 7 | Insert name of Guarantor |
Exhibit 10.19
| | |
| PUBLIC BANK BERHAD 196501000672 (6463-H) | PAGE 1 OF 15 HIP 00010 (REV09/2020) |
CL
TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
AN AGREEMENT made
between PUBLIC BANK BERHAD Registration No. 196501000672 (6463-H), a company incorporated in Malaysia and having its registered
office at 27th Floor, Menara Public Bank, 146, Jalan Ampang, 50450 Kuala Lumpur (hereinafter called ‘the Owner’ which
expression shall where the context so admits include its successors and assigns) of the one part and the Hirer described in Part 1
of the Schedule hereto (hereinafter called ‘the Hirer’) of the other part.
The
Hirer also hereby expressly acknowledge and admit that the duly completed Second Schedule (Part I and Part II, whenever if applicable) to the Hire Purchase Act 1967 (“the Act”) had been duly served to the Hirer before the Hirer made any payment for Booking
Fee and before the signing of this Agreement.
WHEREBY
IT IS AGREED as follows:-
| 1.1 | The
Owner will let and the Hirer will take on hire the goods more particularly described in item
(i) Part II of the Schedule hereto (hereinafter referred to as ‘the Goods’ which expression
shall also include any accessories, replacements, renewals or additions thereto and in the
case of a vehicle any body constructed upon the vehicle during the continuance of this Agreement)
upon and subject to the terms and conditions contained herein and the provisions of the Act. |
| 1.2 | The
Hirer hereby acknowledges and confirms that this Agreement had been duly completed prior
to the execution hereof by the Hirer and that he has read and understood the contents herein. |
| 2. | The
Hiring shall commence on the date appearing in Item (i) Part IV of the Schedule hereto. |
| 3. | On
signing this Agreement the Hirer shall within seven (7) days from the date hereof pay to
the Dealer/Vendor the amount of the deposit as shown in item (ii) Part III of the Schedule
hereto (hereinafter called ‘the Deposit’). The Deposit is in consideration of the option
to purchase contained in Clause 14 of this Agreement failing which, the Owner may terminate
this Agreement with notice to the Hirer. |
The
Hirer also confirms and acknowledges that no deposit whatsoever has been paid to the Owner/Dealer/Seller or any person acting for the
same prior to the signing of this Agreement except for the Booking Fee (if applicable) to the total amount not exceeding 1% of the cash
price of the Goods.
| IV. | INSTALMENTS
AND OTHER PAYMENTS |
| 4.1 | The
Hirer shall pay to the Owner without any prior demand the monthly instalments specified in
Part IV of the Schedule hereto (hereinafter called ‘instalments’). The instalments are to
be paid to the Owner at the Owner’s branch address first above written or to such other person
or at such other address as the Owner may determine. The Hirer’s liability to pay the instalments
shall continue notwithstanding any defects in the Goods or the breakdown, loss of or damage
to the Goods. |
The
Owner shall be entitled to appropriate first from any payment received from the Hirer any sum due from the Hirer under Clauses 6, 7.2.3,
10 and/or 13.5 herein. The rights given by this Clause shall be without prejudice to any other rights conferred upon the Owner by this
Agreement or by the Act in the event of any default by the Hirer in payment of any sum or sums due under Clauses 6, 7.2.3, 10 and/or
13.5 herein.
| |  |
| | |
| PUBLIC BANK BERHAD 196501000672 (6463-H) | PAGE 2 OF 15 HIP 00010 (REV09/2020) |
CL TECHNOLOGIES
(INTERNATIONAL) SDN. BHD.
| 4.2 | All
payments under this Agreement shall be in Malaysian Ringgit, free of exchange and bank commission.
Should the Hirer make any payment of any sums payable under this Agreement to the Owner by
post, such payments shall be at the Hirer’s risk. The date of receipt of such payments
shall be the actual date of receipt by the Owner or by the person appointed by the
Owner to receive payments on behalf of the Owner. |
| 4.3 | Payment
by cheque of any sums payable under this Agreement shall only be credited to the Hirer after
clearance of such cheques by the Owner’s bankers. |
| V. | EXCLUSIONS
OF CONDITIONS AND WARRANTIES |
| 5.1 | All
conditions and warranties as to quality, fitness and suitability are expressly negatived
where the Goods are second hand and are described as such in Part II of the Schedule hereto
and THE HIRER HEREBY ACKNOWLEDGES THAT THIS STATEMENT WAS BROUGHT TO HIS NOTICE BEFORE THE
EXECUTION HEREOF. |
| 5.2 | Where
the Goods are new and are described as such in Part II of the Schedule hereto, the Hirer
hereby confirms that he has examined the Goods prior to the date hereof and as regards defects
which such examination ought to have revealed the Goods are of merchantable quality. The
Owner gives no warranty whatsoever in respect of the Goods as to description, fitness, roadworthiness
(in the case of a motor vehicle), repair or otherwise nor shall the Owner be responsible
for any delay in delivery. |
| 5.3 | The
Hirer hereby confirms that he has NOT expressly or by implication made known to the Owner
or any dealer or to any servant or agent of the Owner or the dealer any particular purpose
for which the Goods are required. |
| 5.4 | The
Hirer also acknowledges and admits that the declaration made by the Hirer declaring that
the vehicle had not been altered and modified in its construction and structure and that
the vehicle is not defective were made voluntarily by the Hirer and the same is true and
genuine and the Hirer shall keep the Owner fully indemnified and compensated against any
losses, damages and expenses in the event the same were not accurate and incorrect. |
| 6.1 | The
Hirer shall for the duration of this Agreement:- |
| 6.1.1 | at
his own cost and expense keep the Goods in good order repair and condition to the satisfaction of the Owner and shall indemnify the
Owner against all loss, damage, claims and expenses arising out of any damage to the Goods however caused. In the event of the Goods
suffering any damage the Hirer shall forthwith and before incurring any expense in connection with the repair thereof notify the
Owner who shall be entitled to repair the Goods or have the same repaired by a person selected by the Owner and in either case at
the expense of the Hirer. The Hirer shall on demand reimburse the Owner any expenses or charges incurred by the Owner for and in
connection with the repair of the Goods Provided Always that the Hirer shall be prohibited from creating any lien or pledging the
Owner’s credit for the repair of the Goods or for any other purpose whatsoever and the Hirer shall notify all persons
concerned of this prohibition. If the Hirer creates or attempts to create any lien over the Goods then the hiring hereunder shall
automatically terminate and the Hirer shall no longer be in lawful possession of the Goods with the Owner’s
consent; |
| 6.1.2 | punctually
pay all license fees, applicable taxes whether currently in force or to be implemented and
chargeable by law, registration fees and all other charges payable in respect of the Goods
and its use failing which the Owner shall be at liberty, but shall not be bound, to make
such payments. If such payments shall be made by the Owner the Hirer shall repay the same
to the Owner on demand; |
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TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
| 6.1.3 | comply
with and conform to all statutes, rules and regulations and instructions of the relevant
authorities in connection with the Goods or the use thereof and to indemnify the Owner against
any claims and costs whatsoever arising out of the use, operation or keeping of the Goods
or in any manner relating thereto; |
| 6.1.4 | obtain
all necessary licenses, permits and permissions for the use of the Goods and not to use the
Goods or permit the same to be used contrary to law or any regulation or byelaw for the time
being in force; |
| 6.1.5 | inform
the Owner immediately if the Goods are the subject matter of any litigation, legal proceedings,
seizure, forfeiture, legal execution, distrain or lien by any person and shall bear all costs
and expenses (including legal costs on a solicitor and client basis) to have the Goods released
therefrom; |
| 6.1.6 | keep
the Goods in his own possession and not conceal the Goods or to alter them or any identifying
number or mark thereon; |
| 6.1.7 | notify
the Owner immediately in writing of any change in the Hirer’s address and not to remove the
Goods out of Malaysia where it is located at the Hirer’s address given in this Agreement
without the Owner’s previous consent in writing; and |
| 6.1.8 | on
request by the Owner, produce the Goods for inspection and test by the Owner, its agent or
servant. |
| 6.2 | In
addition, if the Goods are a motor vehicle the Hirer shall NOT:- |
| 6.2.1 | change
the registration centre of the vehicle without the prior consent in writing of the Owner; |
| 6.2.2 | allow
any person to drive the vehicle except any person permitted to drive under the terms of
any policy of insurance for the time being in force as required by Clause 7 of this Agreement; |
| 6.2.3 | drive
the vehicle out of, or allow the vehicle to leave:- |
| a) | the
territory of Peninsular Malaysia, if the Hirer’s address is within Peninsular Malaysia, |
| b) | the
territory of Sarawak if the Hirer’s address is within Sarawak, and |
| c) | the
territory of Sabah if the Hirer’s address is within Sabah; |
| 6.2.4 | use
or permit the vehicle to be used except where such use is covered by any policy of insurance
referred to in Clause 7 hereof; |
| 6.2.5 | use
or permit the vehicle to be used contrary to law or in any manner which may cause or result
in the vehicle being seized, confiscated or forfeited. In the event of such use the hiring
hereunder shall automatically terminate and the Hirer shall no longer be in lawful possession
of the vehicle with the Owner’s consent; or |
| 6.2.6 | cause
or allow the Owner’s endorsement of ownership on the registration card for the vehicle to
be cancelled. |
| 6.3 | In
addition, where the Goods are consumer goods within the meaning of the Act, the Hirer: |
| 6.3.1 | shall
punctually pay all rents and other outgoings payable in respect of the premises where the
Goods may for the time being be kept, in default of which the hiring hereunder shall automatically
terminate and the Hirer shall no longer be in lawful possession of the Goods with the Owner’s consent; |
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TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
| 6.3.2 | shall
produce to the Owner on demand the latest receipts in respect of all rent and other outgoings
paid in respect of such premises where the Goods are kept; |
| 6.3.3 | at
the Owner’s request shall produce a written acknowledgement from the Landlord of such premises
that the Goods are the property of the Owner and that the Landlord agrees not to treat the
Goods as a fixture or fitting forming a part of such immovable property; and |
| 6.3.4 | shall
take or cause to be taken all such steps as are necessary to prevent title to the Goods from
passing to the Landlord or any person, |
| 6.4 | The
Hirer agrees and covenants that, the Hirer shall on the Hirer’s own volition and at the Hirer’s
own cost and expense ensure that the Goods, where required by law, shall at all material
time possess a valid import permit or license from the relevant authority. The Hirer shall
also ensure that all and any applicable and payable duty, taxes and/or fee in respect of
the Goods or the use of the same has been paid and/or shall be paid by the Hirer whether
the same accrued before or after this Agreement is signed. |
Non
compliance of this provision by the Hirer due to whatever reason shall be an event of default on part of the Hirer that goes to the roots
of the Agreement and the Owner shall be entitled to terminate the Agreement and to recover from the Hirer the net amount outstanding
under this Agreement including all amounts paid by the Owner to the relevant authority and/or incurred by the Owner in making such payment
to the relevant authority in respect of the Goods.
| 7.1 | Where the Goods are not a
motor vehicle, the Owner will, at the expense of the Hirer and for the duration of this Agreement, cause the Goods to be insured in
the Hirer’s name to the full replacement value thereof against fire, accident and theft and such other risks as the Owner may
from time to time require with such insurance company acceptable to the Owner under a all risk policy in the name of the Hirer
bearing an endorsement recording the Owner’s interest in the Goods and subject to such terms and conditions as the Owner would
require if the Owner were arranging the insurance and in particular a provision that any monies payable to the Hirer under the
policy shall be paid to the Owner. All amounts payable in respect of such insurance shall form part of the Hire Purchase
Price. |
| 7.2 | Where
the Goods are a motor vehicle:- |
| 7.2.1 | in
respect of the first twelve (12) months of the hiring period, the Owner will, at the expense
of the Hirer, cause the vehicle to be insured in the Hirer’s name to the full replacement
value thereof against fire, accident and theft and such other risks as the Owner may from
time to time require with such insurance company acceptable to the Owner under a comprehensive
policy in the name of the Hirer bearing an endorsement recording the Owner’s interest, in
the vehicle and subject to such terms and conditions as the Owner would require if the
Owner were arranging the insurance and in particular a provision that any monies payable
to the Hirer under the policy shall be paid to the Owner. All amounts payable in respect
of such insurance shall form part of the Hire Purchase Price; |
| 7.2.2 | in
respect of the hiring period immediately following the first twelve (12) months, the Hirer
shall, at his expense, cause the vehicle to be insured in the Hirer’s name to the full replacement
value thereof against fire, accident and theft and such other risks as the Owner may from
time to time require with such insurance company acceptable to the Owner under a comprehensive
policy in the name of the Hirer bearing an endorsement recording the Owner’s interest in
the vehicle and subject to such terms and conditions as the Owner would require if the Owner
were arranging the insurance and in particular a provision that any monies payable to the
Hirer under the policy shall be paid to the Owner; |
| 7.2.3 | if
the Hirer shall default in his obligations under Clause 7.2.2 hereof, the Owner shall be
at liberty, but shall not be bound, to cause the vehicle to be insured and any costs thereof
incurred by the Owner shall be borne by the Hirer and shall be payable on demand and the
Owner may at its discretion debit such cost to the account of the Hirer; |
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TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
| 7.2.4 | the
Hirer shall not change the insurers for the vehicle under Clause 7.2.2 hereof without the
prior written consent of the Owner; and |
| 7.2.5 | the
Hirer shall, not less than fourteen (14) days before the date of expiry of a policy arranged
by the Hirer under Clause 7.2.2, inform the Owner that he has renewed such policy or that
he has caused a fresh policy of insurance, which complies with the requirements of Clause
7.2.2 hereof to be issued by another insurance company acceptable to the Owner. |
| 7.3 | The
Hirer hereby irrevocably appoints the Owner his agent to compromise and/or recover in the
Hirer’s or the Owner’s name any claim for loss or damage under all insurance policies in
respect of the goods and to receive all monies payable thereunder and to give to the insurers
a good receipt and discharge for the same. |
| 7.4 | All
insurance policies in respect of the Goods together with receipts for premia payable thereunder
shall during the currency of this Agreement be delivered into the Owner’s custody if the Owner
so requires. |
| 7.5 | Any
insurance moneys received in respect of the Goods shall first be applied in paying to the
Owner the unpaid balance of the Hire Purchase Price less statutory rebate (if any) and any
other sums payable by the Hirer under this Agreement and then in paying any surplus to the
Hirer. If after payment of the said insurance monies to the Owner any part of the Hire Purchase
Price or any other sums payable by the Hirer under this Agreement shall remain unpaid the
same shall forthwith become payable by the Hirer. |
| 7.6 | The
Hirer shall not do or omit to do or permit or suffer to be done or omit to be done any act
or thing which may invalidate or prejudice any insurance cover over the Goods or which may
entitle the insurers to repudiate liability. |
| VIII. | PROHIBITION
OF DEALINGS WITH GOODS |
| 8.1.1 | sell,
transfer, dispose of or encumber the Goods or any right, title or interest therein or sub-let
or part with possession of the Goods or attempt, purport or agree so to do and the Hirer
shall also not use or suffer the Goods to be used contrary to law or in any manner by reason
of which the Goods may become liable to seizure, confiscation or forfeiture and in the event
of any breach of this sub-clause by the Hirer, the hiring hereunder shall automatically
terminate and the Hirer shall no longer be in lawful possession of the Goods with the Owner’s
consent and the Owner shall be entitled (but shall not be bound) without prejudice to any
other rights and remedies under this Agreement, to pay to any third party such sum as is
necessary to procure the release of the Goods from any encumbrance and shall be entitled
to recover such sum from the Hirer forthwith. |
| 8.1.2 | assign
his rights, title and interest under this Agreement without the previous consent in writing
of the Owner; or |
| 8.1.3 | sell,
charge, mortgage, sub-let or otherwise dispose of any land or building on or in which the
Goods are kept, or attempt or purport or agree to do so without giving to the Owner at least
one (1) month’s prior notice in writing and the Hirer shall in any event procure that such
sale, mortgage, charge, sub-lease or other disposition as the case may be does not include
the Goods and is made subject to the Owner’s right to repossess the Goods at any time (whether
or not the same or any part thereof shall have become affixed to the said land or building)
and for that purpose to enter upon such land or building and sever the Goods therefrom. |
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TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
| IX. | LOSS
OF AND DAMAGE TO GOODS |
| 9. | The
Hirer shall indemnify the Owner against loss of or damage to the Goods or any part thereof
from any cause or by any means whatsoever including seizure, confiscation or forfeiture.
It is hereby agreed that the Owner’s loss shall, for the purpose of this Clause, be a sum
equivalent to the aggregate of:- |
| (i) | balance
originally due under this Agreement; |
| (ii) | late
charges, if any; |
| (iii) | any
other sums payable by the Hirer under this Agreement, |
LESS
the aggregate of:-
| (a) | any
amounts (other than the Deposit) paid by or on behalf of the Hirer under this Agreement; |
| (b) | statutory
rebate for terms charges, if any, and |
| (c) | statutory
rebate for insurance, if any, |
as
if the Hirer had elected to exercise his right of early completion of this Agreement under Section 14 of the Act and such early completion
had taken place on the date of the loss or destruction without the Owner taking possession of the Goods or the Hirer returning the Goods
to the Owner as contemplated by Sections 14.3(b) and 14.3(c) respectively.
| 10. | The
Hirer shall pay to the Owner interest at the rate of eight per centum (8%) per annum (or
at such other rate of interest as may be prescribed from time to time by the Act) simple
interest calculated on a daily basis on any monies payable under this Agreement which may
from time to time be overdue from the Hirer. |
| XI. | EARLY
COMPLETION BY HIRER |
| 11.1 | The
Hirer may at any time during the continuance of this Agreement and before the due date for
payment of the last instalment, on giving fourteen (14) days notice in writing of his intention
to do so, complete the purchase of the Goods on or before the day specified for that purpose
in the notice, by paying to the Owner a sum equivalent to the aggregate of:- |
| (i) | the
balance originally due under this Agreement; |
| (ii) | late
charges, if any, |
| (iii) | any
other sums payable by the Hirer under this Agreement, |
LESS the aggregate of:-
| (a) | any
amounts (other than the Deposit) paid or provided by or on behalf of the Hirer under this
Agreement; |
| (b) | statutory
rebate for terms charges, if any, |
| (c) | if
any policy of insurance in respect of the Goods is cancelled, statutory rebate for insurance,
if any. |
| 11.2 | The
rights set out in Clause 11.1 may also be exercised by the Hirer:- |
| 11.2.1 | in
the circumstances set out in Section 14(3)(b) and by paying within twenty-one (21) days after
the Owner has served a notice in the form of the Fifth Schedule to the Act, a sum calculated
in accordance with Clause 11.1 together with (i) all costs and expenses incurred by the Owner
in taking possession of the goods (including legal costs of the Owner on a solicitor and
client basis) in tracing and/or endeavouring to take possession of the Goods or in attempting
to recover payment of any sums payable by the Hirer to the Owner under this Agreement (ii)
all storage, repair and maintenance charges incurred by the Owner in respect of the Goods;
and |
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TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
| 11.2.2 | in
the circumstances set out in Section 14(3)(c) where the Hirer has returned the Goods to the
Owner, by paying to the Owner the sum calculated in accordance with Clause 11.1 within twenty-
one (21) days after the Owner has served a notice in the form of the Fourth Schedule to the
Act. |
| 12.1 | The
Hirer may at any time terminate this Agreement by returning the Goods to the Owner in accordance
with Section 15(1), (2) or (3) of the Act and by paying to the Owner the balance outstanding
under this Agreement, subject however to the provisions of Clause 12.3. |
| 12.2 | If
this Agreement is determined pursuant to Clause 12.1 hereof, the Hirer, may, in lieu of
paying to the Owner the balance outstanding under this Agreement and subject to the provisions
of Clause 12.3 require the Owner to sell the Goods to any person introduced by the Hirer
who is prepared to buy the Goods for cash payable immediately, at a price acceptable to the
Owner. |
| 12.3 | Upon
the Goods being returned under Clause 12.1 hereof:- |
| 12.3.1 | if
the value of the Goods at the time of their return to the Owner is more than the balance
outstanding under this Agreement, the Hirer is entitled to the difference which is recoverable
as a debt due; |
| 12.3.2 | if
the value of the Goods at the time of their return to the Owner is less than the balance
outstanding under this Agreement, the Owner shall be entitled to the difference which is
recoverable as a debt due; |
| 12.4 | For
purposes of this Clause:- |
| 12.4.1 | ‘balance
outstanding under this Agreement’ means the aggregate of:- |
| (i) | the
balance originally payable under this Agreement; |
| (ii) | late
charges on overdue instalments and |
| (iii) | other
sums payable by the Hirer under this Agreement, |
LESS
| (a) | the
amount paid by or on behalf of the Hirer under this Agreement (excluding the Deposit); |
| (b) | Statutory
rebate for terms charges, and |
| (c) | if
any policy of insurance in respect of the Goods is cancelled, statutory rebate for insurance,
if any. |
| 12.4.2 | ‘value
of the Goods at the time of their return to the Owner’ means (i) the best price that could
reasonably be obtained by the Owner, or (ii) if the Hirer had introduced a person who bought
the Goods for cash pursuant to Clause 12.2 hereof, the amount paid by such person. |
| XIII. | TERMINATION
BY OWNER |
| 13.1 | Subject
to the Owner complying with the provisions of the Act, in the case of any breach of the
provisions of this Agreement relating to the payment of instalments; |
| (i) | if
the Hirer shall default in payment of any other sum due under this Agreement; or |
| (ii) | if
the Hirer shall fail to observe or perform any of the other terms and conditions of this
Agreement; or |
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SDN. BHD.
| (iii) | any cheque given by the Hirer as or as part of the Deposit is dishonoured; or |
| (iv) | any Goods sold by the Hirer as or as part of the said Deposit to the Owner or the dealer are found not to be the Hirer’s absolute
unencumbered property or |
| (v) | execution or distress is levied against the Hirer or his assets or property, or |
| (vi) | if
the Hirer being a company, a receiver
and/or manager is appointed over any part of the Hirer’s assets or property, |
then and in any of the said events the Owner shall be entitled
to immediate possession of the Goods.
Subject to the Owner complying with
the provisions of the Act in the case of any breach of the provisions of this Agreement relating to the payment of instalments, the Owner
may:-
| 13.1.1 | immediately terminate the hiring without notice and resume possession of the Goods and for this purpose
to enter upon any premises where the Goods may be found and thereafter if the Owner has taken possession of the Goods under Section 16
of the Act, Sections 16A to 19 of the Act shall apply; |
OR
| 13.1.2 | by
written notice sent by post or left at the Hirer’s address stated in this Agreement
or at the Hirer’s last known address forthwith determine and end this Agreement and
the hiring thereby constituted and thereupon the Hirer shall no longer be in possession of
the Goods with the Owner’s consent and the Hirer shall deliver up possession of the
Goods forthwith to the Owner at the address specified in the said notice. |
| 13.2 | In the event that this Agreement is terminated under Sub-Clause 13.1.l and the Owner resumes possession
of the Goods, subject to the Owner complying with the provisions of Sections 16, 16A, 17, 18 and 19 of the Act, the Owner shall be entitled
to recover from the Hirer the net amount outstanding under this Agreement and if the Goods are subsequently sold by the Owner, the Hirer
shall be entitled to the value of the Goods at the time of the Owner taking possession thereof. |
| 13.3 | In the event that this Agreement is terminated under Sub-Clause 13.1.2. the Owner shall be entitled to
recover from the Hirer the net amount outstanding under this Agreement and possession of the Goods Provided That if the Owner takes possession
of the Goods subsequently the Hirer shall be entitled to the value of the Goods at the time of the Owner taking possession thereof. |
| 13.4 | If the Owner shall for any reason whatsoever be unable or unwilling to take possession of the Goods
upon the occurrence of any of the events set out in Clause 13.1, the Owner shall be entitled at its option, in lieu of resuming possession
of the Goods to recover on demand from the Hirer the net amount outstanding under this Agreement. Upon the Owner taking possession of
the Goods however, the Owner shall be entitled to sell the Goods by private treaty or by public auction Provided That the Owner shall
comply with the provisions of Section 18(4) of the Act. |
| 13.5 | If the Owner, upon the occurrence of any of the event set out in Clause 13.1, shall have taken steps
for the resumption of possession of the Goods and shall in consequence have incurred costs and expenses including legal costs on a
solicitor and client basis, the Hirer shall forthwith repay to the Owner all such costs and expenses. Subject to the Owner having
complied with the provisions of the Act in the case of any breach of the provisions of this Agreement relating to the payment of
instalments, the payment of such costs and expenses by the Hirer shall be a condition precedent to any reinstatement of this
Agreement and in default of payment thereof prior to reinstatement of this Agreement the Owner shall be entitled to resume
possession by reason of such non-payment notwithstanding any tender by the Hirer of arrears of instalments and interest on overdue
instalments. |
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| 13.6 | At the expiration or on the earlier determination of the hiring (unless the Goods have become the property
of the Hirer hereunder) the Hirer shall forthwith deliver up the Goods to the Owner at the branch address shown in this Agreement or at
any other address advised in writing by the Owner to the Hirer, in a good state of repair and shall also, if the Goods are a motor vehicle,
return the vehicle in a roadworthy condition and surrender to the Owner the registration book of the vehicle and execute and deliver to
the Owner any documents necessary to have the name of the Hirer removed from the register of motor vehicles and the registration book
and the name of the Owner or any person nominated by the Owner entered thereon. |
| 13.7 | For purposes of this Clause:- |
| 13.7.1 | ‘net amount outstanding under this Agreement’ means the aggregate of:- |
| (i) | the Hire Purchase Price; |
| (iii) | other sums payable by the Hirer to the Owner under this Agreement; |
| (iv) | all costs and expenses incurred by the Owner in taking possession of the Goods (including legal costs
of the Owner on a solicitor and client basis) in tracing and/or endeavoring to take possession of the Goods or in attempting to recover
payment of any sums payable by the Hirer to the Owner under this Agreement; |
| (v) | where the Owner resumes possession of the Goods, all storage, repair and maintenance charges incurred
in respect of the Goods; and |
| (vi) | all costs and expenses of selling or otherwise disposing of the Goods (whether or not the Goods have subsequently
been sold) |
LESS the aggregate of:
| (a) | the amount paid by or on behalf of the Hirer under this Agreement whether by cash or other consideration; |
| (b) | statutory rebate for terms charges, if any, and |
| (c) | if any policy of insurance in respect of the Goods is cancelled, statutory rebate for insurance, if
any; |
| 13.7.2 | ‘value of the Goods at the time of the Owner taking possession thereof’ means the Owner’s estimate of
the value of the Goods at the time of their repossession and in the event that the Goods are subsequently sold, the best price that could
be reasonably obtained by the Owner at the time of their sale, or if the Hirer has introduced a person who has bought the Goods for cash,
the amount paid by that person. |
| 14. | This Agreement shall not be nor be construed to be a purchase or an agreement for the purchase of
the Goods by the Hirer but if the Hirer shall duly perform and observe all the stipulations and conditions in this Agreement on his
part to be performed and observed and shall in the manner set out in this Agreement pay to the Owner all sums of money payable to
the Owner by the Hirer hereunder the Hirer shall have an option of purchasing the Goods and upon exercising such option of
purchasing the Goods the hiring shall come to an end and the Goods shall become the property of the Hirer and the Owner will assign
and make over all the Owner’s right benefit and interest in the Goods to the Hirer but until all such payments as aforesaid
have been made and the said stipulations and conditions have been performed and the option has been exercised the Goods shall remain
the absolute property of the Owner and the Hirer shall not have any right or interest in the Goods other than that of a bailee. |
| 15. | Where
the expression ‘the Hirer’ used herein comprises two or more persons then each and every person shall be severally as well as jointly
liable to the Owner for the due performance and observance of all provisions terms and conditions of this Agreement and every part
thereof. |
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| XVI. | EFFECT OF WAIVER OR INDULGENCES |
| 16. | No waiver by the Owner of any breach by the Hirer of any of
his obligations under this Agreement shall operate as a waiver or notice of or consent to any subsequent breach. No time or other indulgence
granted by the Owner shall affect its strict rights under this Agreement. |
| XVII. | ARTICLES LEFT IN GOODS |
| 17. | The Owner shall not be responsible for any property or articles
alleged by the Hirer to have been left in repossessed or returned Goods. In the event of any such property or articles being found in
repossessed or returned Goods, unless they are collected by the Hirer within one (1)
month of the Owner giving to the Hirer written notice of the Owner’s intention to sell such property or articles, the Owner may
sell such property or articles after the expiration of the said period of one (1) month and the
net proceeds of sale shall be credited to the Hirer’s account. Should the Owner be unable to sell the said property or articles they
may be disposed of by the Owner as it determines fit or they may be destroyed. The Hirer shall indemnify the Owner against any claims
by any third party to any articles so sold disposed of or destroyed in which such third party has or claims an interest. |
| 18.1 | Any account, demand notice or other document required
or authorised to be given by either of the parties hereto to the other under the Act shall be given in the manner prescribed by the Act. |
| 18.2 | Any other document, demand notice or statement of account
required or authorised to be given by the Owner to the Hirer under this Agreement may be signed on behalf of the Owner by the Manager,
Assistant Manager, Accountant or any other duly authorised officer of the Owner or by any solicitor or firm of solicitors acting or purporting
to act for the Owner. Such document, demand notice or statement of account, as well as any Writ of Summons or other originating process
against the Hirer shall have been given if served on the Hirer personally or sent to him by ordinary mail accompanied by a Certificate
of Posting or left at the address stated in this Agreement or at his usual or last known business or private address and shall be received
by the Hirer within forty-eight (48) hours after the date of such posting. |
| XIX. | WHEN INSTRUMENT BINDING ON OWNER |
| 19. | This instrument shall not be binding upon the Owner until the Owner has executed: |
| (i) | its Consent in the form of Part II of the Second Schedule to the Act as well as this Agreement where negotiations leading to the making
of this Agreement were made by the dealer with the Hirer; or |
| (ii) | this Agreement, where negotiations leading to the making of this Agreement were made directly by the Owner with the Hirer. |
The provisions
of this Clause shall not be affected or prejudiced by reason of any payment of money by the Hirer or the delivery of the Goods to the
Hirer. Any such delivery shall, pending execution of the said consent and this instrument, by the Owner merely be conditional.
| 20. |
This Agreement shall be made in the State in which the Owner’s branch address as stated in the Agreement is located and any proceedings in respect of any cause of action arising hereunder shall be instituted, heard and determined in a court of competent jurisdiction in the said State. It is agreed that such Court shall possess territorial jurisdiction to hear and determine any such proceedings and the Hirer hereby irrevocably submits to the jurisdiction of such Court. |
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CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
| 21.1 | In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:- |
| (i) | ‘Act’ means the Hire Purchase Act 1967 (Revised - 1978) as amended by the Hire Purchase (Amendment) Act
1992 and includes all amendments thereto and re-enactments thereof; |
| (ii) | ‘FSA’ means the Financial Services Act 2013 and includes all amendments thereto and re-enactment thereof; |
| (iii) | ‘balance originally payable under this Agreement’ means the aggregate of (i) the cash price of the Goods
(less the Deposit) (ii) freight charges, if any (iii) vehicle registration fees, if any (iv) insurance premium, and (v) terms charges; |
| (iv) | ‘Hire Purchase Price’ or ‘total amount payable under this Agreement’ means the total sum originally payable
by the Hirer for the hire of the Goods and to complete the purchase of the Goods, such sum being the aggregate of (i) the cash price of
the Goods (ii) freight charges, if any (iii) vehicle registration fees, if any (iv) insurance premium and (v) terms charges; |
| (v) | ‘insurance premium’ in respect of Goods which are motor vehicles, means the premium for insurance of the
Goods described in Clause 7 hereof payable for the first twelve (12) months of this Agreement and in respect of other Goods set out in
the First Schedule to the Act, means the premium for insurance of such Goods for the duration of this Agreement; |
| (vi) | ‘late charges’ means interest on overdue payments as provided in Clause 10; |
| (vii) | ‘Ringgit’ or ‘RM’ means the legal currency of Malaysia; |
| (viii) | words importing the singular number include the plural number and vice versa; |
| (ix) | words importing the masculine gender include the feminine and neuter genders. |
| 21.2 | All words and expressions used herein, unless expressly defined herein, have the same meanings ascribed to them in the Act. |
| 21.3 | All references to Clauses are to clauses in this Agreement and all references to Sections shall be to sections in the Act, unless
otherwise stated. |
| 22. | The headings of the Clauses of this Agreement are for convenience of reference only and do not form a part of this Agreement and shall
not affect the interpretation thereof. |
| 23. | The Schedule hereto shall form an integral part of this Agreement. |
| XXIV. | TIME TO BE OF THE ESSENCE |
| 24. | Time wherever mentioned in this Agreement shall be the essence of this Agreement. |
| | |
| | |
| PUBLIC BANK BERHAD 196501000672 (6463-H) | PAGE 12 OF 15 HIP 00010 (REV09/2020) |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
| XXV. | FINANCIAL SERVICES ACT 2013 (‘FSA’) |
| 25.1 | The Hirer hereby represents and warrants to the Owner that none of the Hirer’s directors, managers, agents
or guarantors nor any of their respective spouses, parents or children are in the employment of the Owner or any of the Owner’s subsidiary
companies so as to result in the entering of this Agreement contravening any provisions of the FSA or any Guidelines or standards issued
by the Central Bank of Malaysia and the Hirer hereby undertakes to inform the Owner immediately in the event such employment is entered
into or is intended. The Owner reserves the right to terminate this Agreement under Clause 13.1.2 hereof if any provisions of the FSA
or any Guidelines or standards issued by the Central Bank of Malaysia shall be breached or not complied with at any time, |
| 25.2 | The Hirer hereby expressly authorises the Owner,
to give, produce, divulge, reveal, publish or otherwise disclose, or make a record of, the Hirer’s personal and financial particulars
as well as particulars of the Hirer’s hire purchase account with the Owner, to any company related to the Owner within the meaning of
the Companies Act 2016, or to any bureau or agencies established or approved by the Central Bank of Malaysia or registered and licensed
under the Credit Reporting Agencies Act 2010 including the Central Credit Bureau, the Borrower Loans lnformation System, Central Credit
Reference Information System (CCRIS), FIS Data Reference Sdn Bhd (FIS), RAM Credit Information Sdn Bhd (RAMCI), CTOS Data System Sdn Bhd
(CTOS), Credit Bureau Malaysia Sdn Bhd (CBM), Dun & Bradstreet (Malaysia) Sdn Bhd (D&B), Experian Information Services (Malaysia)
Sdn Bhd, Basis Corporation Sdn Bhd (Basis), The Edge Property and other bodies, bureaux, corporations or credit reporting agencies, as
the case may be, for the purpose of collecting information from financial institutions regarding facilities granted or accounts maintained
with such financial institutions or to any other authority or body (governmental or otherwise) as the Owner may be required to under any
applicable law, regulations, directives or guidelines (whether having the force of law or otherwise), as well as to any party whom the
Owner in the Owner’s judgement considers is making enquiries with a bona fide view to entering into a prospective transaction with the
Hirer. |
The Hirer understands
that in order to provide or continue to make available the facilities under this Agreement, personal and credit information of the Hirer
and/or the Guarantor may be disclosed to, shared with or received from relevant third parties, bodies, bureaux, corporations
or credit reporting agencies more particularly stated above. The Bank will not be able to provide or continue to provide the facilities
unless the Bank can disclose, share with or receive such personal or credit information from the said relevant third parties.
| 25.3 | Besides that, the Hirer expressly consent, permit and authorise the Owner to disclose to any relevant
authority, including but not limited to, the Central Bank of Malaysia and the officer or Controller or Assistant Controller appointed
by the Ministry of Domestic Trade, Cooperatives and Consumerism all the Hirer’s information, documents, data,
accounts, financial information whatsoever as may be requested by the relevant authority in accordance to the Laws of Malaysia,
|
| XXVI. | OWNER’S RIGHT TO ASSIGN AGREEMENT |
| 26. | The Owner shall be entitled at any time and without the consent of and without notice to the Hirer
to transfer or assign all or any of the Owner’s rights, interests and benefit in or pursuant to this Agreement and/or in the
Goods including but not limited to the license conferred on the Owner to enter upon the land or the premises to inspect and/or
repossess the Goods, and the costs and expenses incidental to such assignment shall be paid by the Hirer and any recital or
statement therein of the amount due to the Owner under or by virtue of these presents shall in the absence of manifest error be
final and conclusive and binding for all purposes against the Hirer. |
| | |
| | |
| PUBLIC BANK BERHAD 196501000672 (6463-H) | PAGE 13 OF 15 HIP 00010 (REV09/2020) |
SIGNATURE OF PARTIES
IN WITNESS WHEREOF the parties hereto have hereunto
set their hands and seals the _____________ day of 22 MAR 2022
| SIGNED by: |
|
SIGNED by the HIRER |
| for and on behalf of |
|
|
| |
|
|
| PUBLIC BANK BERHAD |
|
|
| |
|
|
 |
|
 |
| in the presence of: |
|
in the presence of: |
| |
|
|
| /s/ Lim Kian Hon |
|
/s/ Lim Wai Yeong |
| Name of Witness: |
Lim Kian Hon |
|
Name of Witness: |
Lim Wai Yeong |
| NRIC No.: |
690707-06-5045 |
|
NRIC No.: |
000727-14-0929 |
| |
22 MAR 2022 |
|
|
10 MAR 2022 |
| | |
| | |
| PUBLIC BANK BERHAD 196501000672 (6463-H) | PAGE 14 OF 15 HIP 00010 (REV09/2020) |
CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD.
GUARANTEE
To: PUBLIC BANK BERHAD
IN CONSIDERATION OF your
entering into aforesaid Hire Purchase Agreement dated the _______________ day of 22 MAR 2022 having at my/our request agreed to hire
to the Hirer the Goods herein referred to I/WE HEREBY UNDERTAKE and GUARANTEE the payment of the said rents and all other sums of money
which may become payable by the Hirer under the terms of the above written Agreement and the performance and observance of the said stipulations
and conditions by the Hirer therein contained and I/we hereby UNDERTAKE TO INDEMNIFY you against all loss, damage or expense which you
may sustain by reason of the neglect of the Hirer to observe or perform any of the stipulations on his part contained in the above written
Agreement and I/we the Guarantor(s) agree that this Guarantee shall not be in anyway prejudiced, diminished, avoided, released or affected
nor shall I/we be exonerated by you giving time to the Hirer granting him any indulgence or granting him any further or other credit
or loan facility or facilities in and of any amount whatsoever or by you varying any terms and conditions (including but not limited
to the imposition of new terms and conditions) or any transfer or assignment by you of all and/or any part of your rights, interests
and benefits in or pursuant to the Hire Purchase Agreement and/or this Guarantee and the Hirer making any variation in the terms of the
said Agreement (all of which things you shall be liberty to do) Provided that no variation shall make me/us liable for a greater maximum
sum under this Guarantee than that for which I am/we are liable as the above written Agreement now stands and I/we agree as between me/us
and you I/we shall be a principal debtor and I/we waive all suretyship and other rights inconsistent with the clause.
I/WE HEREBY ACKNOWLEDGE to have read the said Hire Purchase Agreement
or a copy thereof.
I/We hereby acknowledge and agree that any correspondence notice or
demand for payment may be made in writing and may be signed on your behalf by your Manager, Assistant Manager, Accountant or any other
duly authorised officer or by any Solicitor or firm of Solicitors acting or purporting to act for you and shall have been given if served
on me/us personally or sent to me/us by prepaid ordinary post and any legal process which includes writ of summons and other pleadings
as well as all the other forms of originating process, interlocutory application of whatever nature affidavits, order and such documents
other than the aforesaid which are required to be served under The Rules of Court 2012, Companies Act 2016, Insolvency Act 1967, Debtors
Act 1957 or any other statute and the rules made thereunder may be sent to me/us by prepaid registered post to the address as stated herein
or at my/our usual or last known business or private address and shall have been received by me/us within forty-eight (48) hours after
the date of such posting.
I/We confirm that the contents and effects of this Letter of Guarantee
have been explained to me/us before the execution thereof and I/we fully understand the legal implications and consequences of the same.
Dated this
day of 22 MAR 2022
| /s/ Lim Wai Yeong |
|
/s/ NG CHEN LOK |
| Witness to Guarantor’s Signature* |
|
SIGNATURE OF GUARANTOR |
| Name: |
Lim Wai Yeong |
|
Name: |
NG CHEN LOK |
| NRIC NO: |
000727-14-0929 |
|
NRIC No: |
870203065701 |
*(Other than husband or wife of Guarantor)
| | |
| | |
| PUBLIC BANK BERHAD 196501000672 (6463-H) | PAGE 15 OF 15 HIP 00010 (REV09/2020) |
Exhibit 10.20
Dated
this day of
,
20
Given By
LEE JIUNN YIH
(NRIC NO.: 811105-10-5191)
NG CHEN LOK
(NRIC NO.: 870203-06-5701)
(“Guarantor(s)”)
In Favor Of
CREDIT GUARANTEE CORPORATION
MALAYSIA BERHAD
[REGISTRATION NO. 197201000831
(12441-M)]
(“CGC”)
Guarantee
Agreement
By
Individuals/Companies/
REGISTERED BUSINESS/
SOCIETY/PROFESSIONAL BODY/
CO-OPERATIVE
| GURANTEE
AGREEMENT |
| (By
Individuals/Companies/Registered Business/Society/Professional Body/Co-operative) |
| |
|
|
|
|
| CONTENT |
| |
|
|
|
|
| |
|
|
|
RECITALS |
| ARTICLE
1 |
|
|
|
DEFINITIONS
AND INTERPRETATION |
| ARTICLE
2 |
|
|
|
INCORPORATION
OF LETTER OF OFFER |
| ARTICLE
3 |
|
|
|
GUARANTEE |
| ARTICLE
4 |
|
|
|
INDEMNITY |
| ARTICLE
5 |
|
|
|
LIABILITY |
| |
|
Section 5.0 |
|
Continuing Liability
of the Guarantor(s) |
| ARTICLE
6 |
|
|
|
DISCRETION |
| |
|
Section 6.0 |
|
Indulgence |
| ARTICLE
7 |
|
|
|
SECURITY |
| |
|
Section 7.0 |
|
Securities held
by CGC |
| ARTICLE
8 |
|
|
|
SUSPENSE ACCOUNT |
| |
|
Section 8.0 |
|
Suspense Account |
| ARTICLE
9 |
|
|
|
NO COMPETITION
WITH CGC |
| |
|
Section 9.0 |
|
No Competition
with CGC |
| ARTICLE
10 |
|
|
|
RIGHT OF SET-OFF |
| ARTICLE
11 |
|
|
|
WARRANTIES |
| |
|
Section 11.0 |
|
Representation
of Warranties by Guarantor (s) |
| |
|
Section 11.1 |
|
Repetition |
| |
|
Section 11.2 |
|
No Prejudice
To CGC’s Rights |
| ARTICLE
12 |
|
|
|
UNDERTAKINGS
OF THE GUARANTOR |
| |
|
Section 12.0 |
|
Undertakings
of the Guarantors |
| ARTICLE
13 |
|
|
|
MULTIPLE GUARANTORS |
| |
|
Section 13.0 |
|
Multiple Guarantors |
| ARTICLE
14 |
|
|
|
INDEBTEDNESS |
| |
|
Section 14.0 |
|
Certificate of
Indebtedness |
| ARTICLE
15 |
|
|
|
ASSURANCE |
| |
|
Section 15.0 |
|
Further Assurance |
| ARTICLE
16 |
|
|
|
RIGHT TO RECOVER |
| |
|
Section 16.0 |
|
CGC’s Right
To Recover Not To Be Affected |
| ARTICLE
17 |
|
|
|
PAYMENT BY
GUARANTOR(S) |
| ARTICLE
18 |
|
|
|
RIGHT CUMULATIVE |
| ARTICLE
19 |
|
|
|
SEVERABILITY |
| ARTICLE
20 |
|
|
|
JURISDICTION |
| |
|
Section 20.0 |
|
Law and Jurisdiction |
| ARTICLE
21 |
|
|
|
LEGAL PROCESS |
| |
|
Section 21.0 |
|
Service of Legal
Process |
| ARTICLE
22 |
|
|
|
NOTICES |
| ARTICLE
23 |
|
|
|
PRINCIPAL/SECONDARY
INSTRUMENTS |
| |
|
Section 23.0 |
|
Principal/Secondary
Instruments |
| ARTICLE
24 |
|
|
|
INDEPENDENT
LEGAL ADVICE |
| ARTICLE
25 |
|
|
|
SCHEDULES |
GUARANTEE AGREEMENT
By Individuals/Companies
AN AGREEMENT made the day and year stated in
Section 1 of the First Schedule hereto by the party whose name and description are stated in Section 3 of the First Schedule hereto
(hereinafter referred to as “the Guarantor(s)”) in favour of CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831 (12441-M)], a company incorporated in Malaysia and having its registered office at Level 14,
Bangunan CGC, Kelana Business Centre, 97, Jalan SS7/2, 47301 Petaling Jaya, Selangor Darul Ehsan hereto (hereinafter referred to as
“CGC”).
RECITALS
WHEREAS:-
| I. | The party whose name and particulars are set out in Section
2 of the First Schedule hereto (hereinafter called the “Customer” which expression shall, where the context so permits, include
his or her or its heirs, personal representatives, estates, successors in title and permitted assigns) had applied to CGC for a working
capital financing facility and CGC has granted and made available or agreed to grant and make available or to continue to grant and make
available to the Customer financing facility at the amount stated in Section 4 of the First Schedule hereto (hereinafter referred to
as “the Financing Facility”) (in accordance with the finance procedures of CGC and under the Islamic principle of Tawarruq
for the Shariah compliant purpose (hereinafter referred to as “the Purpose”) and CGC has approved the said application subject
to the terms and conditions hereinafter appearing. |
| II. | The Customer had entered into a Tawarruq Financing-i Facility
made between CGC and the Customer by the acceptance of the letter of offer dated on the date more particularly identified in Section
5(a) of the First Schedule and accepted on the date more particularly identified in Section 5(b) of the First Schedule (hereinafter referred
to as “the Letter of Offer”). |
| III. | By the terms of the Letter of Offer, it was agreed, inter alia,
that the Guarantor(s) shall execute this Guarantee to guarantee the Guaranteed Amounts (as defined herein) and stated in Section 6 of
the First Schedule. |
NOW THIS GUARANTEE WITNESSETH as follows-
ARTICLE 1
DEFINITIONS AND INTERPRETATION
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Except where the context otherwise requires, the terms and expressions
defined in the Letter of Offer and other Security Documents and not otherwise defined herein bear the same meanings where used in this
Guarantee, and the following words and expressions where used in this Guarantee bear the meanings respectively set opposite them:- |
| |
“CGC” |
|
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD [Registration No. 197201000831 (12441-M)]. a company incorporated in Malaysia and having its registered office at Level 14, Bangunan CGC, Kelana Business Centre, 97, Jalan SS7/2, 47301 Petaling Jaya, Selangor Darul Ehsan as specified in Section 4 of the First Schedule hereto and includes its successors in title and assigns; |
| |
“Customer” |
|
As specified in Section 2 of the First Schedule hereto and includes its successors-in-title and its permitted assigns; |
| |
|
|
|
| |
“Financing Facility” |
|
The financing facility under the principle of Tawarruq for the Shariah compliant purpose at the amount stated in Section 4 of the First Schedule to be made available to the Customer by CGC under the Letter of Offer referred to in Section 5 of the First Schedule hereof and includes any balance or part thereof; |
| |
|
|
|
| |
“Letter of Offer” |
|
The letter of offer dated on the date more particularly identified in Section 5(a) of the First Schedule and accepted on the date more particularly identified in Section 5(b) of the First Schedule executed between the Customer and CGC; |
| |
|
|
|
| |
“Guarantor(s)” |
|
As specified in Section 3 of the First Schedule of this Agreement and includes their respective personal representatives, heirs and successors-in-title; |
| |
|
|
|
| |
“Guaranteed Amount” |
|
the payment of the CGC’s Sale Price including the aggregate of all monies whether principal, profit, additional profit, costs, charges, commission or otherwise outstanding or payable or agreed to be payable by the Customer or any Security Party from time to time whether solely or jointly with any other persons and whether as principal debtor or surety and includes all liabilities and obligations whether present or future or actual or contingent for the payment of all monies by the Customer or any Security Party whatsoever and howsoever due and/or payable under the Security Documents at the amount as stated in Section 6 of the First Schedule herein; |
| |
|
|
|
| |
“Indebtedness” |
|
the commitment of the Customer as to the CGC’s Sale Price equivalent to the Guaranteed Amounts to be paid under the Letter of Offer and all other moneys payable by the Customer pursuant to the Letter of Offer and other Security Documents relating to the Financing Facility (whether in respect of any installment, prepayment, premium, costs, expenses and other charges); |
| |
|
|
|
| |
“Security Documents” |
|
The Letter of Offer, this Guarantee and any other security documents as shall be applicable; |
| |
|
|
|
| |
“Security Party” |
|
Subject to applicability: |
| |
|
|
1. |
The
Customer in relation to the Letter of Offer; and
|
| |
|
|
|
|
| |
|
|
|
The Guarantor(s) (s) in
relation to this Guarantee; and |
| |
|
|
|
|
| |
|
|
2 |
Any party or parties providing
or which shall hereafter |
| |
|
|
|
|
| |
|
|
3. |
from time to time provide
any security or guarantee in favour of CGC to secure the payment of the Indebtedness, |
| 1.2 | The headings in this Guarantee are inserted for convenience
only and shall not be taken read and construed as essential parts of this Guarantee. References to Clauses are to be construed as references
to Clauses of this Guarantee. All references to provisions of statutes include such provisions as modified, re-certified or re-enacted.
Words applicable to natural person include any body of persons, company, corporation, firm or partnership corporate or unincorporated
and vice versa. Words importing the masculine gender shall include the feminine and neuter genders and vice versa. Words importing in
the singular number shall include the plural number and vice versa. Where two or more persons or parties are included or comprised in any expression, agreement, covenant, term, stipulation and undertaking expressed to be made to such persons or parties shall, unless expressly stated to the contrary, be enforceable
by them jointly and severally and agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of
such persons or parties shall be deemed to be made by and binding upon such persons or parties jointly and severally.
|
ARTICLE 2
INCORPORATION OF FACILITY
AGREEMENT
| 2.0 | TERMS OF FACILITY
AGREEMENT INCORPORATED INTO THIS GUARANTEE |
All the provisions of the Letter of Offer are, whether repeated herein
or not, incorporated into and form part of this Guarantee and all representations, warranties and covenants made therein by the Customer
shall be deemed to have been made by the Guarantor(s) herein and references to the Customer in the Letter of Offer shall be read as if
they were references to the Guarantor(s) in this Guarantee. Subject to such alterations or variations where necessary to make the provisions
of the Letter of Offer consistent with the provisions of this Guarantee, in the event of any conflict or discrepancy between the provisions
of the Letter of Offer and any of the provisions of this Guarantee, the provisions of this Guarantee shall prevail for the purposes of
interpretation and enforcement of this Guarantee, but only to the extent of such inconsistency, conflict or discrepancy.
ARTICLE 3
GUARANTEE
| 3.1 | In consideration of CGC entering into the Letter of Offer with
the Customer to make available or continue to make available the Financing Facility upon the terms and subject to the conditions therein
contained to the Customer at the request of the Customer and the Guarantor(s), the Guarantor(s) hereby unconditionally and irrevocably
guarantees, as a continuing obligations, the payment to CGC on demand all the Guaranteed Amounts fogether with profit commission discount
and all other banking charges and all costs charges and other expenses which CGC may incur in respect of perfecting the present guarantee
or in enforcing or obtaining payment of such monies or in defending prosecuting or otherwise howsoever taking part in and also other
payment and sums hereinafter mentioned or stipulated and other usual financing charges. |
| 3.2 | In the event of the Customer failing to observe and perform
any of the covenants, undertakings, stipulations and terms contained in the Security Documents on the part of the Customer to be observed
and performed, CGC shall, notwithstanding anything to the contrary contained in the Security Documents, be entitled to demand payment
in full from the Guarantor(s) of the whole of the Guaranteed Amounts including the CGC Sale Price or such amount as may be outstanding
including all costs and charges that are payable by the Customer pursuant to the Security Documents. |
ARTICLE 4
INDEMNITY
| 4.1 | As a separate, additional and continuing obligation, the Guarantor(s) unconditionally and
irrevocably undertakes with CGC that, should the Guaranteed Amounts not be recoverable from the Guarantor(s) under Section 3.1 for
any reason whatsoever (including, but not without prejudice to the generality of the foregoing, by reason or any provision of the
Facility Agreement being or becoming void, unenforceable or otherwise invalid under applicable law) then, notwithstanding that may
have been known to CGC, the Guarantor(s) will, as a sole, Original independent obligor, upon first written demand by CGC under
Section 3.1, make payment of the Guaranteed Amounts by way of a full indemnity and otherwise in such manner as is provided for under
the Letter of Offeror this Guarantee. |
| 4.2 | The Guarantor(s) hereby further agree to undertake, confirm and covenant with CGC that, without
derogation from any of the Guarantor(s)’ obligations to CGC provided in this Guarantee, the Guarantor(s) will jointly and severally
at all times indemnify and keep CGC indemnified against all losses actions proceedings claims demands costs damages and expenses
(including legal costs on a full indemnity basis) which CGC may incur suffer or sustain by reason of any breach by the Customer of
such covenants conditions or stipulations contained in the Security Documents. |
ARTICLE 5
LIABILITY
| 5.0 | CONTINUING LIABILITY
OF THE GUARANTOR(S) |
| 5.1 | The Guarantor(s) hereby agrees and declares that this Guarantee
is expressly intended to be and shall be a continuing guarantee for the payment of the Guaranteed Amounts until the Guaranteed Amounts,
including contingent liabilities, have been fully settled and the expired guarantees/bonds/indemnities, documentary or other credits
or any instruments whatever from time to time entered into by CGC for the account of the Customer and shall be irrevocable and the obligations
of the Guarantor(s) shall not be discharged except by performance and then only to the extent of such performance. Such obligations shall
not be subject to any prior notice to or demand to the Guarantor(s) with regard to any default of the Customer and shall not be impaired
by any extension of time, forbearance or concession given to the Customer or any assertion of or failure to assert any right or remedy
against the Customer or in respect of any security created by or in pursuance of the provisions of the Security Documents and/or any
modifications or amplifications of the provisions contemplated by the terms thereof or any failure of the Customer to comply with any
requirements of any law regulations or order in Malaysia or of any political sub-division or agency thereof. |
| 5.2 | Without prejudice to the generality of Clause 5.1, this Guarantee
shall not be considered as satisfied by any intermediate payment or satisfaction of the whole or part of any sum or sums of money due
and payable under the Letter of Offer but shall be a continuing security and shall extend to cover any sum or sums of money whatsoever
which shall for the time being constitute the amount due and payable from the Customer to CGC under the Letter of Offer together with
costs, charges and all other sums whatsoever payable by the Customer to CGC under or pursuant to the Security Documents. |
| 5.3 |
(a) | Without prejudice to the rights of CGC against the Customer
under the Letter of Offeror the Security Documents, as principal debtors, the Guarantor(s) shall, as between CGC on the one hand and
the Guarantor(s) on the other hand be deemed principal debtors in respect of the Guarantor(s)’ obligations hereunder and not be discharged
nor shall the Guarantor(s)’ liabilities be affected by any invalidity, irregularity or unenforceability of the Letter of Offeror any of
the Security Documents. CGC shall, without reference to the Guarantor(s), be at liberty but shall not be bound to resort for the benefit
of CGC to any other means of payment at any time as CGC may think fit without thereby diminishing the Guarantor(s)’ liabilities and
CGC may, so long as any moneys remain due and payable and unpaid by the Customer to CGC under the Letter of Offeror any of the Security
Documents, exercise CGC’s rights under this Guarantee for the payment of any such moneys due and payable to CGC before or after resorting
to other means of payment as CGC may think fit. In addition, CGC shall be at liberty to require payment by the Guarantor(s) jointly and
severally of any such moneys due and payable to CGC without laking proceedings first to enforce such payment against the Customer. |
| (b) | The Guarantor(s) hereby agree and confirm that all sums of
money which may not be recoverable from the Customer by reason of any legal limitation or disability or incapacity of the Customer including,
but not limited to, any defect, informality or deficiency in obtaining Financing Facility by the Customer or in the exercise thereof
which might be a defence between the Customer and CGC, shall nevertheless be recoverable from the Guarantor(s) as principal debtors. |
| 5.4 | The Guarantor(s) shall not be discharged or released from this
Guarantee by any arrangement entered into or any composition accepted by CGC modifying its rights and remedies under the Security Documents
whether with or without the assent of the Guarantor(s) or by any alteration in the obligations, terms, stipulations, covenants and undertakings
contained in the Security Documents or by any forbearance whether as to payment time performance or otherwise. |
| 5.5 | This Guarantee shall not be determined and the liabilities and/or
obligations of the Guarantor(s) shall subsist notwithstanding that the Customer may at law have no power or authority to obtain financing
or that CGC may not have a legal right to claim as the case may be or that it becomes impossible to proceed against the Customer or for
any defect or illegality in the Security Documents or in any of the terms and conditions thereof. |
| 5.6 | The liabilities and/or obligations of the Guarantor(s) created
by this Guarantee shall continue to be valid and binding for all Shariah compliant purposes whatsoever notwithstanding any change by
amalgamation, reconstruction or otherwise which may be made in the constitution of CGC and/or the Customer and it is hereby expressly
declared that no change of any sort whatsoever in relation to or affecting the Customer or any of the Guarantor(s), whether by retirement,
expulsion, death or admission of any new partner/director/shareholder shall in any way affect the liabilities and/or obligations created
hereunder in relation to any transaction whatsoever whether past, present or future. |
| 5.7 | This Guarantee shall be binding on the successors-in-title and
personal representatives of the Guarantor(s) and on the successors-in-title and assigns of CGC. Provided that no Guarantor(s) shall assign
any of his liabilities or obligations hereunder without the prior consent of CGC in writing which consent may be given refused or withheld
by CGC absolutely or conditionally at its sole and absolute discretion without giving any reasons therefore whatsoever. |
| 5.8 | If the Guarantor(s) is a body corporate and pursuant to a scheme
of arrangement, merger, reconstruction or similar process a new or other body corporate succeeds to the liabilities of such body corporate,
the provisions of this Guarantee shall continue to apply fully as if such new or other body corporate had been named as the Guarantor(s)
herein. |
ARTICLE 6
DISCRETION
| 6.1 | CGC shall be at liberty without thereby affecting its rights
against the Guarantor(s) under this Guarantee to grant to the Customer any time or indulgence for the payment of moneys due and payable
to CGC or for the observance of any term, stipulation, covenant or undertaking on the part of the Customer to be observed and performed
under the terms of the Security Documents or to vary or substitute the securities held by CGC or to release any such securities or any
part thereof. |
| 6.2 | CGC shall have full power at its discretion to give time for
payment or to make any other arrangements with any other person or persons or corporations without prejudice to this present Guarantee
or any liability thereunder. |
| 6.3 | Independently of any other terms, conditions and stipulations
herein, it is hereby expressly agreed and declared that the obligations of each Guarantor(s) hereunder shall not be affected by any act,
omission, fact, circumstance, matter or thing which, but for this provision, might operate to release or otherwise any Guarantor(s) from
his obligations hereunder, (to the extent that such Guarantor(s) shall be liable as a sole and principal debtor for all amounts demanded
from that Guarantor(s) by CGC hereunder) including, without limitation, and whether known or not known to such Guarantor(s):- |
| (a) | the taking, variation, compromise, renewal or release of,
or refusal or neglect to perfect or enforce any rights, remedies or securities against the Customer or any other person including any
Guarantor(s): or |
| (b) | the granting of any other facilities or financing facilities
by CGC to the Customer: or |
| (c) | any amendment to or variation of the terms of the Security
Documents or security, of |
| (d) | any irregularity, unenforceability, illegality or invalidity
of any obligations of the Customer, or any person, under any other security or document to the intent that any Guarantor(s)’s obligations
under this Guarantee shall be construed accordingly as if there were no such irregularity, unenforceability, illegality or invalidity:
or |
| (e) | the renewal or review of the Financing Facility in any manner
and on such terms and conditions as CGC may deem fit; or |
| (f) | dealing with exchanging, releasing or modifying or abstaining
from perfecting or enforcing any securities or rights it may now or at any time hereafter or from time to time have from or against the
Customer or any other person; or |
| (g) | compound with the Customer or any other person or Guarantor(s),
if any. |
And each Guarantor(s) hereby expressly consents
to all or any of the events herein before provided and declares that no further consent shall be required from him in respect thereof.
ARTICLE 7
SECURITY
| 7.0 | SECURITIES HELD BY CGC |
| 7.1 | This Guarantee shall be in addition to and shall not be in any
way prejudiced or affected by any other guarantee or any collateral or other security now or hereafter held by CGC for all or any part
of the moneys hereby guaranteed nor shall such other guarantee or any collateral or other security or lien to which CGC may be otherwise
entitled or the liability of any person or persons or corporation not parties hereto for all or any part of the moneys hereby secured
be in anyway prejudiced or affected by this Guarantee. |
| 7.2 | The Guarantor(s) hereby declare that they have not received
any security from the Customer for the giving of this Guarantee and agrees that they will not so long as this Guarantee shall remain
in force and so long as any moneys under the Letter of Offer and other Security Documents remain outstanding or there is any claim by
CGC against the Customer in respect of their liabilities hereunder without obtaining CGC ’s prior written consent and each Guarantor(s) agrees that in the event of his taking such security the same shall be a security to CGC hereunder and shall be held in trust for CGC and forthwith be deposited
with CGC and each Guarantor(s) hereby irrevocably appoints CGC to be his attorney for the purpose of doing all acts and executing in his
name all documents to protect CGC ’s interest in such security.
|
| 7.3 | Each Guarantor(s) hereby expressly agrees with CGC to subordinate
any facility advanced by him to the Customer and his rights as financier thereunder to the Indebtedness and to all the rights of CGC
with respect to the Indebtedness. Without prejudice to the generality of the foregoing each Guarantor hereby undertakes to CGC that at
all times during the continuance of the Indebtedness, he will not, without the prior written consent of CGC, demand or accept from the
Customer payment, of any financing facilities advanced by the Guarantor(s) to the Customer or any part thereof and, in the event of the
Guarantor(s) accepting such payment, the moneys so received shall be deemed to be received in trust for CGC and shall forthwith be paid
over to CGC. |
| 7.4 | All moneys received from or on account of the Customer or from
any other person or estate or from the realization of any security or otherwise for the purpose of being applied in reduction of the
Indebtedness or other moneys due thereunder shall be treated for all purposes as payments in gross and not as appropriated or attributable
to any specific part or item of the Indebtedness or other moneys due thereunder even if appropriated thereto by the person otherwise
entitled so to appropriate. All securities now or at any time held by CGC shall be treated as securities for the Indebtedness and other
moneys due. The Guarantor(s) will make no claim to any securities held by CGC or any part thereof unless and until the Guarantor(s) shall
have paid to CGC all moneys due and payable from the Guarantor(s) under this Guarantee and CGC shall have received the full amount of
the Indebtedness together with all other moneys due under the Security Documents. |
| 7.5 | Nothing contained in this Guarantee shall be deemed to render
it obligatory upon CGC either at law or in equity to grant the Financing Facility or any part thereof or any other facility to the Customer
and the Guarantor(s)’ liabilities under this Guarantee shall not be discharged or released by virtue of CGC refusing to grant the Financing
Facility or any part thereof or any other accommodation or facility whatsoever to the Customer. |
| 7.6 | The liabilities and obligations of the Guarantor(s) under this
Guarantee shall remain in force notwithstanding any act, omission, neglect, event or matter whatsoever, except the proper and valid payment
of all moneys whatsoever payable under this Guarantee and the performance and observance of all duties and obligations of the Guarantor(s)
signed by CGC and without prejudice to its generality, the foregoing shall apply in relation to anything which would have discharged
the Guarantor(s) (wholly or in part) or which would have afforded the Guarantor(s) any legal or equitable defence and in relation to
any winding up or dissolution of or any change in construction or corporate identity or loss by the Customer or any other person. |
ARTICLE 8
SUSPENSE ACCOUNT
Any money received hereunder may be placed and
kept to the credit of a non-interest bearing suspense account for so long as CGC may think fit without any obligation in the meantime
to apply the same or any part thereof in or towards discharge of the amount of any moneys or liabilities due by the Customer to CGC under
the Security Documents. Notwithstanding any such payment, in the event of any proceedings in or analogous to liquidation, composition
in respect of the whole or any part of such moneys and liabilities shall be in the same manner as if this Guarantee had not been given.
ARTICLE 9
NO COMPETITION WITH CGC
| 9.0 | NO COMPETITION WITH CGC |
Until all moneys and liabilities due or incurred
by the Customer for CGC shall have been discharged, no Guarantor(s) shall, by paying off any sum recoverable hereunder or by any other
means or on any other ground, claim set-off or counter-claim against the Customer in respect of any liability on the part of such Guarantor(s)
to the Customer or claim proof on competition with CGC in respect of any payment by such Guarantor(s) hereunder or be entitled to claim
or have the benefit of any set-off, counter-claim proof against or dividend composition or payment by the Customer or the benefit of any
other security which CGC may now or hereafter hold for any money or liabilities due or incurred by the Customer to CGC or to have any
share therein.
ARTICLE 10
RIGHT OF SET-OFF
Where any moneys become payable by the Guarantor(s)
to CGC, whether under this Guarantee or any one of the Security Documents, CGC shall be at liberty to set-off amount of such liability
against any sum in any Guarantor(s)’ accounts with CGC and CGC may combine, consolidate or merge all or any of any Guarantor(s)’ accounts
with and liabilities to CGC and set-off or transfer any sum standing to the credit of any such accounts in or towards the satisfaction
of such Guarantor(s) liabilities as aforesaid at CGC’s discretion subject to prior notice given to the Guarantor(s).
ARTICLE 11
WARRANTIES
| 11.0 | REPRESENTATIONS AND WARRANTIES BY GUARANTOR(S) |
The Guarantor(s) hereby represents and warrants
to CGC as follows:
| (a) | Contractual obligations:
that the Financing Facility and this Guarantee when executed will constitute legal, valid
and binding obligations of the Guarantor(s) enforceable in accordance with its terms; |
| (b) | Authorisations and
consents: that all acts, conditions and things which are required or advisable to be
done for or in connection with the execution, delivery, performance, legality or enforceability
of this Guarantee in accordance with its terms have been done, performed and have happened
in due and strict compliance with all applicable laws and regulations; |
| (c) | Proceedings:
that there are no proceedings current or pending before any court or to the knowledge of
the Guarantor(s) threatened against or affecting the Guarantor(s) and no pending proceedings
are before any government agency or administrative body or to the knowledge of the Guarantor(s)
threatened against the Guarantor(s) which if adversely determined would materially or adversely
affect the financial condition or operation of the Guarantor(s) or impair the right to carry
on the business of the Guarantor(s) substantially as now conducted or the ability of the
Guarantor(s) to discharge the Indebtedness due hereunder or to perform its obligations under
this Guarantee and to the best of the knowledge and belief of the Guarantor(s), the Guarantor(s)
has complied with all applicable statutes and regulations of all government authorities having
jurisdiction over the Guarantor(s); |
| (d) | Material Adverse
Change: that there is no material adverse change in the financial condition, operating
environment, management of the Guarantor(s) or other conditions which will materially affect
the ability of the Guarantor(s) to perform the obligations of the Guarantor(s) under this
Guarantee; |
| (e) | Where the Guarantor(s)
is a Limited Company or other Corporation: |
| (i) | Status: that the
Guarantor(s) is a company duly incorporated with limited liability and validly existing under
the laws of Malaysia as a separate legal entity and has full power and authority to own assets
and to carry on the business as it is now being carried out; |
| (ii) | Powers: that the execution, delivery and performance
of this Guarantee and the Guarantor(s): (a) is or will when executed be within the corporate powers of the Guarantor(s); (b) has been
duly authorised by all necessary governmental approvals; and (c) does not or will not contravene (i) any law or any contractual restriction
or regulation or any order or decree of any governmental authority, agency or court binding on the Guarantor(s) or any licence, permit
or consent by which the Guarantor(s) or any of its assets is bound or affected; or (ii) any provision of its Constitution or constituted
documents; |
| (iii) | Dissolution: no steps have been taken or are being taken
(a) to appoint a receiver or a receiver and manager or liquidator to take over or wind-up the Guarantor(s); (b) for any proposal by the
Guarantor(s) to be placed under judicial management or to pass any resolution or make any application for the Guarantor(s) to be placed
under judicial management; or (c) to propose to enter into or permit the entry of any arrangement or composition (voluntary or otherwise)
with any creditors of the Guarantor(s); and no declaration has been made by any competent court or authority in respect of a moratorium
on the payment of indebtedness or other suspension of payments generally (if applicable); |
| (iv) | No default: neither
the signing nor delivery of this Guarantee nor the performance of any of the transactions
contemplated herein will: |
| (a) | contravene or constitute a default under any provision contained
in any agreement, instrument, law, judgment, order, licence, permit or consent by which the Guarantor(s) or any of its assets is bound
or affected; or |
| (b) | cause any limitation on it or the powers of its directors,
whether imposed by or contained in any document which contains or establishes its constitution or in any law, order, judgment, agreement,
instrument or otherwise, to be exceeded; |
| (f) | Where the Guarantor(s)
is a Natural Person or Individual: |
| (i) | Status: that the
Guarantor(s) has the power or capacity to execute, deliver and perform the terms of this
Guarantee; |
| (ii) | Powers: that the
execution, delivery and performance of this Guarantor(s) (a) has been duly authorised by
all necessary governmental approvals; and (b) does not or will not contravene any law or
any contractual restriction or regulation or any order or decree of any governmental authority,
agency or court binding on the Guarantor(s) or any licence, permit or consent by which the
Guarantor(s) or any of his/her assets is bound or affected; |
| (iii) | Bankruptcy: no
bankruptcy proceedings have been commenced against the Guarantor(s); or |
| (iv) | No default: neither the signing nor delivery of this Guarantee
nor the performance of any of the transactions contemplated herein will contravene or constitute a default under any provision contained
in any agreement, instrument, law, judgement, order, licence, permit or consent by which the Guarantor(s) or any of its assets is bound
or affected. |
| (g) | Registration etc:
no registration, recording, filing or notarisation of this Guarantee and no payment of any
duty or tax (save for stamp duty in Malaysia) and no other action whatsoever is necessary
or desirable to ensure the validity, enforceability or priority in Malaysia of the liabilities
and obligations of the Guarantor(s) or the rights of CGC; |
| (h) | Material adverse
effect: no event has occurred which constitutes, or that with the giving of notice and/or
the lapse of time and/or a relevant determination would constitute, a contravention of, or
default under, any agreement or instrument by which the Guarantor(s) or any of the Guarantor(s)’
assets is bound or affected, being a contravention or default which might either have an
adverse effect on the business, assets or condition of the Guarantor(s) or adversely affect
the Guarantor(s)’ ability to observe or perform the Guarantor(s)’ obligations under this
Guarantee; |
| (i) | Payment of tax:
all necessary returns have been delivered by or on behalf of the Guarantor(s) to the relevant
taxation authorities and the Guarantor(s) is not in default in the payment of any taxes of
a material amount, and no material claim is being asserted with respect to taxes which is
not disclosed in the financial statements referred to in paragraph (i) below (where the Guarantor(s)
is a limited company or other corporation); |
| (j) | Financial statements:
(where the Guarantor(s) is a limited company or other corporation), the audited financial
statements (including the income statement and balance sheet) of the Guarantor(s) have been
prepared on a basis consistently applied and give a true and fair view of the results of
its operations for that year and the state of its affairs at the date, and in particular
accurately disclose all the liabilities (actual or contingent) of the Guarantor(s); |
| (k) | Full disclosure:
the Guarantor(s) has fully disclosed in writing to CGC all facts relating to the Guarantor(s)
which the Guarantor(s) knows or should reasonably know and which are material for disclosure
to CGC in context of the Financing Facility and the Facility Agreement; |
| (l) | the Guarantor(s) fully understands the nature and effect
of this Guarantee and hereby acknowledges that the Guarantor(s) has not relied upon any representations, warranties or advice whatsoever
expressly or impliedly made by CGC or its officers, employees or agents and hereby absolves CGC or its officers, employees or agents
from any liability and/or responsibility in respect of any negligence, misrepresentation and/or misstatement. The Guarantor(s) further
declares that the Guarantor(s) has read this Guarantee in its entirety, understands the nature and effect of the contents of this Guarantee
and is signing this Guarantee of its own free will and consent; and |
| (m) | Commercial nature
of transaction: that the transactions on the part of Guarantor(s) which are contemplated
in this Guarantee represent transactions of a purely commercial nature by the Guarantor(s)
and are not, in any sense, public or governmental acts. |
The Guarantor(s) hereby acknowledges that CGC has entered into this Guarantee on the basis of
and in full reliance of the above representations and warranties and CGC agrees covenants undertakes and confirms that each of the
representations and warranties contained in the preceding sub-section shall survive and continue to have full force and effect after
the execution of this Guarantee. The Guarantor(s) hereby warrants to CGC that the above representations and warranties will be true
and correct and fully observed on each date the Financing Facility is utilised until the Indebtedness due hereunder have been
discharged and fully settled subject always the Financing Facility continues to be made available by CGC to the Customer.
| 11.2 | NO PREJUDICE TO CGC’S RIGHTS |
CGC’s rights and remedies in relation to any misrepresentation or breach of warranty shall not be
prejudiced by any investigation by or on behalf of CGC into the affairs of the Guarantor(s) or by the execution or the performance
of this Guarantee or by any other act or thing which may be done by or on behalf of CGC in connection with this Guarantor(s) or
which might, apart from this section, prejudice such rights or remedies.
ARTICLE 12
UNDERTAKINGS OF THE GUARANTOR
| 12.0 | UNDERTAKINGS OF THE GUARANTOR |
| 12.1 | The Guarantor(s) undertakes with CGC that from the date of
this Guarantee until all its liabilities under this Guarantee have been discharged: |
| (a) | the liabilities of the Guarantor(s) under this Guarantee
will rank at least equally and rateably (pari passu) in point of priority and security with all its other unsecured liabilities (both
actual and contingent) except: |
| (i) | liabilities which are subject to liens or rights of set off
arising in the normal course of trading and the aggregate amount of which is not material; and |
| (ii) | liabilities which are preferred solely by laws of Malaysia
and not by reason of any security interest, |
and the Guarantor(s)
shall not create or permit to exist over all or any part of its business or assets any security interest other than those permitted under
this Section without the prior written consent of CGC;
| (b) | it will deliver to CGC: |
| (i) | as soon as they become available (and in any event within
one hundred and fifty (150) days after the end of each of its financial year) copies of its consolidated financial statements for the
period which shall contain an income statement and a balance sheet and be audited and certified by a firm of independent auditors; |
| (ii) | within sixty (60) days after the end of each quarterly unaudited
consolidated financial statements for that period which shall contain an income statement and a balance sheet and shall be accompanied
by confirmation by the Guarantor(s) that the aforesaid quarterly consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in Malaysia and give a true and fair view of the results of its/their operations for those period(s);
and |
| (iii) | promptly, such additional financial or other information
as CGC may from time to time request; |
| (c) | the Guarantor(s) will maintain in full force and effect all
relevant authorizations (governmental and otherwise) and will promptly obtain any further authorization which may become necessary to
enable it to perform any of the transactions contemplated by this Guarantee; |
| (d) | the Guarantor(s) will immediately notify CGC upon becoming
aware of the revocation or variation of any authorization; |
| (e) | if the Guarantor(s) becomes aware of the occurrence of an
Event of Default it will forthwith notify CGC and provide CGC with full details of any steps which the Customer is taking, or is considering
taking, in order to remedy or mitigate the effect of the Event of Default or otherwise in connection with it; |
| (f) | the Guarantor(s) will punctually pay all the Guaranteed Amounts
when due and payable except for amounts which the Guarantor(s) contests in good faith; |
| (g) | the Guarantor(s) will carry out and operate its business
and affairs with due diligence and efficiency and in accordance with sound financial and industrial standards and practices and take
out or maintain valid insurances in respect of all its assets and business against all risks which are normally insured by other companies
carrying on similar business for such amounts as would in the circumstances be considered prudent by such other companies and will not
do or omit to do or suffer anything to be done which render any policies of insurance taken out by it void or voidable; |
| (h) | the Guarantor(s) will, by written notice, inform CGC of: |
| (i) | any legal proceedings, litigation or claim, involving the
Guarantor(s) which has adversely affected the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial
position; |
| (ii) | any dispute between the Guarantor(s) and any Government or
statutory body in respect of any of the Guarantor(s)’ lands and other assets which has adversely affect the Guarantor(s)’ ability to
fulfill its obligations under this Guarantee or its financial position; and |
| (iii) | any matter which has adversely affected or may adversely
affect the Guarantor(s)’ ability to fulfill its obligations under this Guarantee or its financial position; |
| (i) | the Guarantor(s) shall not take or accept any security interest
or other security from the Customer or, in relation to the Guaranteed Amounts, from any third party, without first obtaining CGC’s written
consent and the Guarantor(s) hereby agrees that in the event of such security is taken the same shall be held in trust for CGC and shall
be deposited with CGC; |
| (j) | until all the Guaranteed Amounts due or incurred by the Customer
to CGC shall have been paid or discharged in full, the Guarantor(s) shall not by paying off any sum recoverable hereunder or by any other
means or on any ground, claim any set-off or counterclaim against the Customer in respect of any liability from the Customer to the Guarantor(s)
or any claim or prove in competition with CGC in respect of any payment by the Customer be entitled to claim or have the benefit of any
set-off or counter claim or proof against or dividend composition or payment by the Guarantor(s) hereunder or its estate or the benefit
of any other security which CGC may now or hereafter hold for any money or liabilities or incurred by the Customer to it or to have any
share herein; |
| (k) | if, notwithstanding sections (h) and (i) above, the Guarantor(s)
may (notwithstanding payment to CGC by the Guarantor(s) or any other person of any of the Guaranteed Amounts) rank as creditors and prove
in the winding up of the Customer for the whole amount outstanding against the Customer or such ultimate balance and CGC may and shall
be entitled to receive and retain the whole of the dividends to the exclusion of all the Guarantor(s)’ rights as guarantor and no money
or dividend so received by CGC shall be treated as received in respect of this Guarantee or otherwise in relation to the Guarantor(s)
but the full amount hereby guarantee shall be payable by the Guarantor(s) until CGC shall have received from all sources one hundred
sen in the Ringgit on the ultimate balance outstanding against the Customer; |
| (l) | until all monies due or payable by the Customer to CGC shall
have been fully paid and all its liabilities to CGC shall have been satisfied and discharged, the Guarantor(s) shall not: |
| (i) | in respect of any monies which may have been paid by the
Guarantor(s), seek to enforce payment or to exercise any other rights or legal remedies of whatsoever kind which may be due and payable
howsoever to the Guarantor(s) in respect of the amount so paid, against the Customer; |
| (ii) | prove in competition with CGC for any monies due and payable
by the Customer on any account whatsoever and/or in respect of any monies due or payable from the Customer to the Guarantor(s) but will
give to CGC the benefit of any proof which the Guarantor(s) may be able to make in the liquidation of the Customer or in any arrangement
or composition with the creditors; |
| (iii) | take any steps to enforce any rights against the Customer
or receive or claim or have the benefit of any payment or distribution from or on account of the Customer pursuant to this Guarantee,
CGC may at its sole discretion instruct the Guarantor(s) to take any steps referred to in this sub-paragraph and any monies or other
benefit thereby obtained by the Guarantor(s) will thereafter be held by the Guarantor(s) in trust for CGC; and |
| (m) | to subordinate any and all indebtedness of the Customer to
the Guarantor(s), whether or not incurred pursuant to or arising out of this Guarantee, to secure the Guaranteed Amount. Without prejudice
to the generality of the foregoing, the Guarantor(s) hereby undertakes to CGC that at all times during the continuance of the Financing
Facility or this Guarantee for so long as any monies shall remain payable under the Financing Facility or this Guarantee, the Guarantor(s)
shall not without CGC’s prior consent in writing, claim demand accept or receive from the Customer, by set off or in any other manner,
payment of any financing facility by the Guarantor(s) to the Customer or any part thereof and shall in the event of the Guarantor(s)
accepting such payment, the monies so received shall be deemed to be received in trust for CGC and shall forthwith be paid over to CGC. |
| 12.2 | The Guarantor(s) hereby undertakes that not later than execution
of this Guarantee, the Guarantor(s) shall, if the Guarantor(s) is not represented by advocates and solicitors in this transaction, deliver
to CGC a statutory declaration duly executed by the Guarantor(s) before a commissioner for oaths stating that the Guarantor(s) is executing
this Guarantee with full knowledge and understanding of the nature and effect of the contents hereof and of its own free will. |
ARTICLE 13
MULTIPLE GUARANTORS
| (a) | Where the Guarantee is given by or on behalf of more than
one person, the expression “the Guarantor(s)” shall be construed as referring to each such person individually and any one
or more of such person collectively, and all agreements, obligations, liabilities, representations, warranties and undertakings of the
Guarantor(s) contained or implied in this Guarantee are joint and several and shall be construed accordingly. The expression “the
Guarantor(s)” herein extends to all persons who are intended to or have agreed to be guarantors of the Customer in relation to all
persons who are intended to or have agreed to be guarantors of the Customer in relation to Guaranteed Amounts notwithstanding that they
have not co-jointly affixed their signatures to one single copy of this Guarantee so long as they sign individual copies of this Guarantee
and notwithstanding that such signing may be at different times and places. |
| (b) | Each of the parties comprising the Guarantor(s) hereby agrees
and consents severally to be bound by this Guarantee, notwithstanding that any others whom it is intended should sign or be bound by
this Guarantee may not do so or be effectively bound hereby, and notwithstanding that this Guarantee may be invalid or unenforceable
against any one or more of the parties comprising the Guarantee, whether or not the deficiency is known to CGC and notwithstanding the
obligations of any other of them hereunder has determined or been discounted for any reason whatsoever. |
| (c) | CGC shall be entitled to release any one or more of the parties
comprising the Guarantor(s) from this Guarantee, to compound with or otherwise vary or agree to vary the liability of, or to grant time
or other indulgence to, or make other arrangements with, any one or more of the parties comprising the Guarantor(s). without prejudicing
or affecting CGC’s rights, powers and remedies against any others of the parties comprising the Guarantor(s). |
| (d) | Any notice served pursuant to this Guarantee on any party
comprising the Guarantor(s). |
| (e) | CGC may make a demand under this Guarantee on any one or more
of the persons comprising the Guarantor(s) without being required to make a demand at the same time or at any other on any person comprising
the Guarantor(s). |
ARTICLE 14
INDEBTEDNESS
| 14.0 | CERTIFICATE OF INDEBTEDNESS |
Any statement of account fumished by CGC which is duly certified
by an authorized officer or agent of CGC or computer generated notices which do not require signatures issued by CGC, or any
admission or acknowledgement in writing by the Customer or any person on behalf of the Customer of the amount of the Guaranteed
Amounts in relation to the subject matter of this Guarantee or any judgement or award obtained by CGC against the Customer, shall be
binding and conclusive evidence against the Guarantor(s) for whatever purpose including as being conclusive evidence of the
Guaranteed Amounts in a court of law, save for manifest error.
ARTICLE 15
ASSURANCE
The Guarantor(s) shall immediately upon demand by CGC and at the Guarantor(s)’
entire cost and expense make, execute, do and perform all such further assurances documents acts and things as CGC shall, from time to
time, reasonably require to perfect the security afforded or created or intended to be afforded or created hereunder.
ARTICLE 16
RIGHT TO RECOVER
| 16.0 | CGC’S RIGHT TO RECOVER NOT TO BE AFFECTED |
No assurance or security or payment which may be avoided on the winding
up, liquidation, reorganization or otherwise of the Customer and/or the Guarantor(s) and no release, settlement or discharge which may
have been given or made on the faith of any assurance, security or payment shall prejudice the right of CGC to recover from the Guarantor(s)
to the full extent hereof as if such assurance, security, payment, release, settlement or discharge (as the case may be) had never been
granted, given or made.
ARTICLE 17
PAYMENT BY
GUARANTOR(S)
| 17.0 | PAYMENT BY GUARANTOR(S) |
All payments and payments whatsoever to be made by the Guarantor(s)
hereunder shall be made without any set-off or counterclaim and free and clear of any restrictions or conditions and without regard to
any bilateral, multilateral or whatsoever payment or clearing agreement and free and clear of and without deduction for any taxes, levies,
imposts, duties, charges, fees, deductions or withholdings of any nature now or hereunder imposed by any competent governmental or other
authority. If any Guarantor(s) is compelled by law or otherwise to deduct any such taxes, levies, duties, charges or fees or to make any
such deductions or withholdings, that Guarantor(s) shall pay such additional amounts as may be necessary in order that the net amounts
received by CGC hereunder after such deductions or withholdings shall equal the amounts which CGC would have received had no such deductions
or withholdings been required to be made.
ARTICLE 18
RIGHT CUMULATIVE
The rights remedies powers and privileges herein provided are cumulative
and not exclusive of any rights remedies powers and privileges provided by any law.
ARTICLE 19
SEVERABILITY
Any term condition stipulation, provision, covenant or
undertaking contained herein which is illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the remaining provisions hereof
and any such illegality, prohibition or unenforceability in any jurisdiction shall not invalidate or render illegal, void or
unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction.
ARTICLE 20
JURISDICTION
This Guarantee shall be governed by and construed in accordance with
the laws of Malaysia but in enforcing this Guarantee, CGC shall be at liberty to initiate and take action or proceedings or otherwise
against the Guarantor(s) in Malaysia and/or elsewhere as CGC may deem fit and the parties hereto hereby agree that where any actions or
proceedings are initiated and taken in Malaysia they shall submit to the non-exclusive jurisdiction of the Courts of Malaysia in all matters
connected with the obligations and liabilities of the parties hereto under or arising out of this instrument and the service of any writ
or summons or any legal process in respect of any such action or proceeding may be effected on the Guarantor(s) (where the Guarantor(s)
is a resident) by forwarding a copy of the writ or summons statement of claim or other legal process by prepaid registered post (or such
other mode as stipulated by law) to its addresses for the time being.
ARTICLE 21
LEGAL PROCESS
| 21.0 | SERVICE OF LEGAL PROCESS |
Service of any writ of summons or any legal process in respect of any
action arising out of or in connection with this Guarantee and/or other Security Documents may be affected by forwarding a copy of the
writ of summons and statement of claim or other legal process by prepaid registered post to the respective registered offices and/or last
known address of the parties hereto.
ARTICLE 22
NOTICES
| 22.1 | Any notice request or demand requiring to be served by any
party hereto to the other under the provisions of this Guarantee shall be in writing and shall be deemed to be sufficiently served :- |
| (a) | if it is sent by the party giving the notice or his or its
solicitors by ordinary post or in a registered letter addressed to the parties to be served at his or its address herein before mentioned
or at such other address as the other parties might have notified the party giving the notice at his or its new address and in such case
it shall be deemed (whether it is actually delivered or not) to have been received three (3) business days after posting, postage or
prepaid received; or |
| (b) | if it is given by the party giving the notice or his or its
solicitors and despatched by hand to the party to be served on or his or its solicitors it shall be deemed to have been received when
delivered; or |
| (c) | if it is sent by facsimile transmission, immediately after
transmission thereof if the date of transmission is a working day, and if such a date is not a working day, then the notice by or facsimile shall be deemed to be served on them immediately
on the following working day. |
addressed to such person or persons in the manner provided herein.
| 22.2 | Any period to be calculated hereunder from the date of receipt of any notice after which an act is
authorized or required shall include the date of receipt of such notice. In additions, for the purposes of computing any grace period
hereunder, reference to any given number of
business days shall be computed by reference to the specified period of time in Malaysia. |
ARTICLE 23
PRINCIPAL/SECONDARY INSTRUMENTS
| 23.0 | PRINCIPAL/SECONDARY
INSTRUMENTS |
It is hereby agreed and declared that this Guarantee, the Letter of
Offer and other Security Documents are instruments employed in one transaction namely to secure the Indebtedness together with all of
the moneys payable under the Letter of Offer and for the purpose of Section 4 (3) of the Stamp Act 1949, the Letter of Offer shall be
deemed to be the principal instrument and this Guarantee, and other Security Documents are secondary and auxiliary instruments.
ARTICLE 24
INDEPENDENT LEGAL ADVICE
| 24.0 | The Guarantor(s) acknowledges that the Guarantor(s) has been
advised by CGC to obtain separate independent legal advice with respect to entering into this Guarantee, and that the Guarantor(s) has
obtained such independent legal advice or has expressly waived its right to obtain such advice, and that the Guarantor(s) hereby declares
that the Guarantor(s) is entering into this Guarantee with full knowledge and understanding of the nature and effect of the contents
hereof and of its own free will and consent. |
ARTICLE 25
SCHEDULES
The First Schedule hereto is to be taken and construed as an essential
part of this Guarantee.
[End of clauses]
IN WITNESS WHEREOF the parties have hereunto set their respective
hands the day and year first above written.
| Signatory(ies) to this
document are advised to seek independent legal advice on the legal implications, nature and effect of this document before signing
this document. By signing this Guarantee, the Guarantor(s) declares that the Guarantor(s) has read this Guarantee in its entirety,
understands the nature and effect of its contents and is signing this Guarantee of its own free will and consent. |
| * | For Individual Guarantor(s) |
Signed by Guarantor(s)
in the presence of:- |
) |
|
 |
| ) |
|
| |
|
/s/ LEE JIUNN YIH |
 |
|
Name: LEE JIUNN YIH
NRIC NO.: 811105-10-5191 |
| |
|
| |
|
| Signed by Guarantor(s) |
) |
|
|
| in the presence of:- |
) |
|
| |
|
/s/ NG CHEN LOK |
|
|
Name: NG CHEN LOK
NRIC NO.: 870203-06-5701 |
THE FIRST SCHEDULE
(which is to be taken read and construed as an integral part of this Agreement) |
Section
No. |
Item |
Particulars |
| l. |
The day
and year of this Guarantee Agreement |
|
| 2. |
Name And Descriptions / Particulars of Customer |
Company Customer |
| |
|
Name:
SAGTEC GROUP SDN. BHD. |
| |
|
Company
No.: 1283508-P |
| |
|
|
| |
|
Registered
Address:
81, LEBOH
UNTA, TAMAN BERKELEY, 41150 |
| |
|
KLANG,
SELANGOR |
| |
|
|
| |
|
Business Address:
A-35-13A, UNITED POINT RESIDENCE, NO. 10, |
| |
|
JALAN
LANG EMAS, SEGAMBUT, 51200 KUALA LUMPUR, WILAYAH PERSEKUTUAN |
| 3. |
Name And Description of the Guarantors |
Individual Guarantor(s) |
| |
|
Name: LEE JIUNN YIH |
| |
|
NRIC
No.: 811105-10-5191 |
| |
|
Residential
Address: NO. 403, LORONG |
| |
|
CHENNIAH,
KPG PANDAMARAN, 42000 |
| |
|
PELABOHAN
KLANG, SELANGOR DARUL EHSAN |
| |
|
Name: NG
CHEN LOK |
| |
|
NRIC
No: 870203-06-5701 |
| |
|
Residential
Address: A 2482 TAMAN TAS PUTRA, |
| |
|
JALAN
KAMPUNG BHARU, 25100 KUANTAN, |
| |
|
PAHANG |
| 4. |
The
Financing Facility |
Ringgit
Malaysia One Hundred Fifty Thousand (RM150,000.00) only |
| 5. |
The letter of Offer |
The day
and year , |
|
| 6. |
Guaranteed
Amounts |
Ringgit
Malaysia Two Hundred Thousand One Hundred Ninety Nine And Sen Ninety Three (RM200,199.93) only |
******** END OF SCHEDULE ********
 |
LEMBAGA HASIL DALAM NEGERI MALAYSIA |
Telefon: 03-2059 |
| CAWANGAN KUALA LUMPUR BANDAR |
3600 |
| TINGKAT 3,4,6,7,10,15 DAN 17, MENARA |
Fax: 03 |
| OLYMPIA |
2059 |
| NO.8, JALAN RAJA CHULAN |
3600 |
| 50200 KUALA LUMPUR |
www.hasil.gov.my |
| WILAYAH PERSEKUTUAN KUALA LUMPUR |
|
Bil Surat Tuan: 1237/2020/SGSB
Tetuan/Tuan/Puan
LEE JIUNN YIH
NO 403, LORONG CHENNIAH,, KPG
PANDAMARAN,
42000 PELABOHAN KLANG
Selangor
| Nombor Adjudikasi: T01C43D2EEXW019 |
Tarikh: 25/04/2022 |
Tuan,
NOTIS TAKSIRAN SEKURITI (DUTI AD VALOREM)
Jenis Surat Cara: GUARANTOR STATUTORY DECLARATION
Permohonan tuan bertarikh 12/04/2022 di bawah Seksyen 36, Akta
Setem 1949 dirujuk.
2. Dimaklumkan duti sebanyak RM 110.00 kena dibayar mengikut
pengiraan seperti lampiran.
3. Sila jelaskan duti tersebut selewat-lewatnya pada 25/05/2022.
Bayaran boleh dibuat kepada Pemungut Duti Setem:
a) Secara elektronik melalui Financial Process Exchange (FPX) atau
b) Di kaunter Pejabat Setem / Pusat Khidmat Hasil secara:
| ● | Cek Akaun Anak Guam atau |
4. Kelewatan membayar duti boleh dikenakan penalti di bawah Seksyen
47A, Akta Setem 1949.
Sekian, terima kasih.
“BERKHIDMAT UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT DUTI SETEM LHDNM
Cetakan komputer ini tidak memerlukan tandatangan.
T01C43D2EEXW019 - m.8 1/2
STATUTORY DECLARATION
We are, LEE JIUNN YIH (NRIC No. 811105-10-5191), a Malaysian
citizen of full age having an address at NO. 403, LORONG CHINNIAH, KPG PANDAMARAN, 42000 PELABOHAN KLANG, SELANGOR DARUL EHSAN
and NG CHEN LOK (NRIC No. 870203-06-5701), a Malaysian citizen of full age having an address at A 2482 TAMAN TAS PUTRA,
JALAN KAMPUNG BHARU, 25100 KUANTAN, PAHANG do hereby SOLEMNLY and SINCERELY DECLARE THAT:-
| 1. | I/We am/are the directors/partner/sole
proprietor carrying on business under the name and style of the SAGTEC GROUP SDN. BHD.
Business Registration No. 1283508-P (“Customer”). |
| 2. | As at the date hereof, I am/we are not bankrupt(s) and has/have
not committed any act of bankruptcy within the meaning of Section 3 of the Insolvency Act 1967 and that no bankruptcy proceedings have
been instituted against me/us under the laws of Malaysia or in anywhere else having jurisdiction over me/either one of us. |
| 3. | The Customer has been granted a financing facility under the
BizMula-i Tawarruq Financing-i Application No. 1000598800 (“Financing Facility”) by the financier, Credit
Guarantee Corporation Malaysia Berhad [Registration No. 197201000831 (12441-M)] (’CGC”). |
| 4. | [I/We have been authorised by the Customer to make this declaration on behalf of the Customer. |
| 5. | The Customer has not been wound up and there has not been any
winding up petition commenced against the Customer as at the date hereof. |
| 6. | There are no litigation, arbitration or administrative proceedings
current or pending or threatened against the Customer.]1 |
| 7. | The Customer is fully aware, and hereby acknowledges that the
Customer has been advised by CGC to engage separate and independent legal representation in this matter in particular with regard to
the legal implications, nature and effect of the provisions of the financing documentation to be executed by the Customer in relation
to the Financing Facility. However, the Customer has chosen not to do so while fully aware of the consequences of not being represented
in this transaction. |
| 8. | The Customer has read and fully understands the nature and effect
of the financing documentation (including but not limited to the product disclosure sheet) and confirm that the financing documentation
are or will be executed by the Customer of the Customer’s own free will and consent. |
| 9. | The Customer undertakes to notify CGC within seven (7) days
from the date of the Customer becoming aware of any winding up petition being filled against the Customer or any litigation arbitration
or administrative proceedings being instituted against the Customer. |
| 10. | The Customer makes this declaration in full knowledge and awareness
of CGC’s reliance on this declaration as an inducement or basis to grant or continue to grant the Financing Facility to the Customer. |
| 11. | I am/We are fully aware that it is a criminal offence to induce
CGC to grant the Financing Facility on the basis of a false declaration. The penal consequences may include imprisonment up to two (2)
years or fine or both under Section 100 of the Insolvency Act, 1967 and/or imprisonment up to ten (10) years and fine under Section 420
of the Penal Code. |
And I/we make this declaration conscientiously believing the same to
be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
| 1 | To be deleted
if the Customer is a sole proprietor. |
 |
LEMBAGA HASIL DALAM NEGERI MALAYSIA |
Telefon: 03-2059 |
| CAWANGAN KUALA LUMPUR BANDAR |
3600 |
| TINGKAT 3,4,6,7,10,15 DAN 17, MENARA |
Fax: 03 |
| OLYMPIA |
2059 |
| NO.8, JALAN RAJA CHULAN |
3600 |
| 50200 KUALA LUMPUR |
www.hasil.gov.my |
| WILAYAH PERSEKUTUAN KUALA LUMPUR |
|
Bil Surat Tuan: 1237/2020/SGSB
Tetuan/Tuan/Puan
SAGTEC GROUP SDN BHD
A-35-13A, UNITED POINT RESIDENCE,, NO 10,
JALAN LANG EMAS
51200 SEGAMBUT
Wilayah Persekutuan Kuala Lumpur
| Nombor Adjudikasi: T01C43B795XW019 |
Tarikh: 25/04/2022 |
Tuan,
NOTIS TAKSIRAN SEKURITI (DUTI AD VALOREM)
Jenis Surat Cara: SUPPLEMENTAL LETTER OF OFFER
Permohonan tuan bertarikh 12/04/2022 di bawah Seksyen 36, Akta
Setem 1949 dirujuk.
| 2. | Dimaklumkan duti sebanyak RM 120.00 kena dibayar mengikut
pengiraan seperti lampiran. |
| 3. | Sila jelaskan duti tersebut selewat-lewatnya pada 25/05/2022.
Bayaran boleh dibuat kepada Pemungut Duti Setem: |
| a) | Secara elektronik melalui Financial Process Exchange (FPX)
atau |
| b) | Di kaunter Pejabat Setem / Pusat Khidmat Hasil secara: |
| ● | Cek Akaun Anak Guam atau |
| | | |
| 4. | Kelewatan membayar duti boleh dikenakan penalti di bawah
Seksyen 47A, Akta Setem 1949. |
Sekian, terima kasih.
“BERKHIDMAT UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT DUTI SETEM LHDNM
Cetakan komputer ini tidak memerlukan tandatangan.
T01C438795XW019 - m.s 1/2
GUARANTOR’S STATUTORY DECLARATION
We are, LEE JIUNN YIH (NRIC No. 811105-10-5191),
a Malaysian citizen of full age having an address at NO. 403, LORONG CHINNIAH, KPG PANDAMARAN, 42000 PELABOHAN KLANG, SELANGOR DARUL
EHSAN and NG CHEN LOK (NRIC No. 870203-06-5701), a Malaysian citizen of full age having an address at A 2482 TAMAN
TAS PUTRA, JALAN KAMPUNG BHARU, 25100 KUANTAN, PAHANG. do hereby SOLEMNLY and SINCERELY DECLARE THAT:-
| 1. | SAGTEC GROUP SDN.
BHD. (Business Registration No. 1283508-P) (“Customer”)
has been granted a financing facility under the BizMula-i Tawarruq Financing-i
Application No. 1000598800 (“Financing Facility”) by the financier, Credit
Guarantee Corporation Malaysia Berhad [Registration No. 197201000831 (12441-M)] (“CGC”). |
| 2. | I am/We are the guarantor(s) of the Customer in relation
to the Financing Facility. |
| 3. | As at the date hereof, I am/we are not bankrupt(s) and has/have
not committed any act of bankruptcy within the meaning of Section 3 of the Insolvency Act, 1967 and that no bankruptcy proceedings have
been instituted against me/us under the laws of Malaysia or in anywhere else having jurisdiction over me/either one of us. |
| 4. | I am/We are fully aware, and hereby acknowledge that I/we
have been advised by CGC to engage separate and independent legal representation in this matter in particular with regard to the legal
implications, nature and effect of the provisions of the Guarantee to be executed by me/us in relation to the Financing Facility. However,
I/we have chosen not to do so while fully aware of the consequences of not being represented in this transaction. |
| 5. | I/We have read and fully understand the nature and effect
of the Guarantee and confirm that the Guarantee is or will be executed by me/us of my/our own free will and consent. |
| 6. | I/We make this declaration in full knowledge and awareness
of CGC’s reliance on this declaration as an inducement or basis to grant or continue to grant the Financing Facility to the Customer. |
| 7. | I am/We are fully aware that the penal consequences for making
a false declaration in respect of the above may include imprisonment up to two (2) years or fine or both under Section 109 of the Insolvency
Act, 1967 and/or imprisonment up to ten (10) years and fine under Section 420 of the Penal Code. |
|
LEMBAGA HASIL DALAM NEGERI MALAYSIA |
Telefon: 03-2059 |
| CAWANGAN KUALA LUMPUR BANDAR |
3600 |
| TINGKAT 3,4,6,7,10,15 DAN 17, MENARA |
Fax: 03 |
| OLYMPIA |
2059 |
| NO.8, JALAN RAJA CHULAN |
3600 |
| 50200 KUALA LUMPUR |
www.hasil.gov.my |
| WILAYAH PERSEKUTUAN KUALA LUMPUR |
|
Bil Surat Tuan: 1237/2020/SGSB
Tetuan/Tuan/Puan
NG CHEN LOK
A 2482, TAMAN TAS PUTRA,, JALAN KAMPUNG
BHARU,
25100 KUANTAN
Pahang
| Nombor Adjudikasi: T01C43C9D7XW019 |
Tarikh: 25/04/2022 |
Tuan,
NOTIS TAKSIRAN SEKURITI (DUTI AD VALOREM)
Jenis Surat Cara: SUPPLEMENTAL GUARANTEE OF AGREEMENT
Permohonan tuan bertarikh 12/04/2022 di bawah Seksyen 36, Akta
Setem 1949 dirujuk.
| 2. | Dimaklumkan duti sebanyak RM 20.00 kena dibayar
mengikut pengiraan seperti lampiran. |
| 3. | Sila jelaskan duti tersebut selewat-lewatnya pada
25/05/2022. Bayaran boleh dibuat kepada Pemungut Duti Setem: |
| a) | Secara elektronik melalui Financial Process Exchange (FPX)
atau |
| b) | Di kaunter Pejabat Setem / Pusat Khidmat Hasil secara: |
| ● | Cek Akaun Anak Guam atau |
| | | |
| 4. | Kelewatan membayar duti boleh dikenakan penalti di bawah
Seksyen 47A, Akta Setem 1949. |
Sekian, terima kasih.
“BERKHIDMAT UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT DUTI SETEM LHDNM
Cetakan komputer ini tidak memerlukan tandatangan.
T01C43C9D7XW019 - m.s 1/2
| No Adjudikasi: T01C43C9D7XW019 |
Lampiran |
| PENGIRAAN
DUTI YANG DIKENAKAN (SUBSIDIARI) |
|
|
| Bhg. |
A: |
Sekuriti |
|
|
| |
(a) |
Jumlah
Pinjaman / Bayaran |
RM |
150,000.00 |
| Bhg. |
B: |
Duti
yang dikenakan |
|
|
| |
(b) |
Duti
yang dikenakan ke atas (a) |
RM |
10.00 |
| |
(c) |
Tolak
amaun duti yang diremitkan / dikecualikan |
RM |
0.00 |
| |
(d) |
Duti
yang dikenakan |
RM |
10.00 |
| |
(e) |
Penalti
yang dikenakan** |
RM |
0.00 |
| |
(f) |
Salinan |
RM |
10.00 |
| |
(g) |
Jumlah
besar duti yang kena dibayar |
RM |
20.00 |
**
Penalti
Sesuatu
dokumen hendaklah disetemkan dalam tempoh 30 hari dari tarikh ianya disempurnakan dalam Malaysia atau dalam tempoh 30 hari selepas ia
diterima dalam Malaysia sekiranya ia disempurnakan diluar Malaysia. Sekiranya ia tidak disempurnakan dalam tempoh yang ditetapkan, penalti
sebanyak:
| (a)
RM25.00 atau 5% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya ia disetemkan dalam tempoh 3 bulan selepas masa untuk
penyeteman. |
|
(b)
RM50.00 atau 10% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya ia disetemkan selepas tempoh 3 bulan tetapi tidak
lewat daripada 6 bulan selepas masa untuk penyeteman. |
|
(c)
RM100.00 atau 20% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya ia disetemkan selepas 6 bulan selepas masa untuk
penyeteman. |
Salinan
Kepada:
Azlin
Shaharbi & Associates
No
29 Jalan Kent 3
Off
Jalan Maktab
Kuala
Lumpur
54000
Kuala Lumpur
Wilayah
Persekutuan Kuala Lumpur
T01C43C9D7XW019 - m.s 2/2
Dated
this 09/01/2021 day of ,
2021
Given
By
NG
CHEN LOK
NRIC
NO.: 870203-06-5701
(“Guarantor(s)”)
In
Favor Of
Credit
Guarantee Corporation Malaysia Berhad
(Company
No. 197201000831 (12441-M))
(“CGC”)
Supplemental
Guarantee Agreement
Table
of Contents:
| 1.0 |
Nature
of This Supplemental Guarantee Agreement |
3 |
| |
|
|
| 2.0 |
Effective
Date of this Suplemental Guarantee Agreement |
4 |
| |
|
|
| 3.0 |
Amendments
to the Guarantee Agreement |
4 |
| |
|
|
| 4.0 |
Cost
and Stamp Duties |
4 |
| |
|
|
| 5.0 |
Governing
Laws Applicable |
4 |
| |
|
|
| |
First
Schedule |
6 |
THIS
SUPPLEMENTAL GUARANTEE AGREEMENT is made on _______________.
BETWEEN
CREDIT
GUARANTEE CORPORATION MALAYSIA BERHAD [Company No. 197201000831(12441-M)], a company incorporated under the laws of Malaysia with its
business address at Level 8, Bangunan CGC, Kelana Business Centre, No. 97, Jalan SS 7/2, 47301 Petaling Jaya, Selangor Darul Ehsan (hereinafter
known as “CGC”) of the first part;
AND
The
party whose name and description are stated in Section 3 of the First Schedule hereto (hereinafter referred to as “the Guarantor(s)”)
of the second part.
Both
CGC and the Guarantor(s) shall collectively be referred to as the “Parties” and any one of them as the ‘Party’.
WHEREAS:
| (A) | The
Guarantor(s) had entered into a Guarantee Agreement dated ________________ (hereinafter referred
to as ‘Guarantee Agreement’) wherein the Guarantor(s) had agreed to provide a Guarantee (as
defined therein) to and in favour of CGC in consideration of CGC providing or continue to
make available the Financing Facility upon the terms and subject to the conditions of the
Letter of Offer dated 27 November 2020. |
| (B) | The
Parties herein agree to enter into this Supplemental Guarantee Agreement to amend and vary
the existing terms and conditions of the Guarantee Agreement in the manner herein after set
out and upon the terms and conditions herein after contained. |
NOW
THEREFORE in consideration of the mutual promises and covenants herein contained, the Parties hereby agree as follows:
| 1.0 | Nature
of This Supplemental Guarantee Agreement |
| 1.1 | Unless
the context requires or admits, terms and expressions defined in this Supplemental Guarantee
Agreement when used herein shall have the same meanings as attributed in the Guarantee Agreement. |
| 1.2 | The
Parties hereby agree that this Supplemental Guarantee Agreement shall form part of the Guarantee
Agreement and shall be read together and construed as an essential part of the Guarantee
Agreement. |
| 1.3 | This Supplemental Guarantee Agreement shall be binding upon
the Guarantor(s). In the event of any conflict or inconsistency between the provisions of the Guarantee Agreement and this Supplemental Guarantee Agreement, the provisions of this Supplemental
Guarantee Agreement shall prevail to the extent of such inconsistencies. |
| 1.4 | Save and subject to the following provisions and variations,
all the provisions of the Guarantee Agreement shall remain the same and be in full force and effect between the Parties hereto. |
| 2.0 | Effective Date of this
Supplemental Guarantee Agreement |
This Supplemental Guarantee Agreement shall effect take
on ____________________.
| 3.0 | Amendments to the Guarantee
Agreement |
It is hereby agreed between the Parties that the Guarantee Agreement
is amended as follows:
The First Schedule of the Guarantee
Agreement is amended by replacing the same with a new First Schedule as attached herewith as Annexure A.
All costs and stamp duties incidental to the preparation and execution
of this Supplemental Guarantee Agreement shall be bome and paid by the Customer.
| 5.0 | Governing Laws Applicable |
This Supplemental Guarantee Agreement shall be governed by and construed
in accordance with the laws of Malaysia. The parties agree to submit to the exclusive jurisdiction of the courts in Malaysia.
< The remainder of
this page is intentionally left blank >
IN WITNESS whereof this Agreement has been duly executed by the Parties
here to:
Signed on behalf of Credit Guarantee
Corporation Malaysia Berhad
by its Attorneys
in the presence of:
|
| |
|
| |
| Name: |
|
| |
| Designation: |
|
Name:
NRIC No:
| * For individual Guarantor(s) | /s/ AZIZI AHMAD |
| | AZIZI AHMAD
BRANCH MANAGER
810723-01-5105 |
| Signed by Guarantor(s) |
) |
| |
| in the presence.of :- |
) |
| |
| |
| /s/
NG CHEN LOK |
| |
 | Name:
NG CHEN LOK
NRIC No.: 870203-06-5701 |
I, NG CHEN LOK (NRIC NO: 870203-06-5701)
do hereby declare that we have perfectly understood and agreed with the contents of this Supplemental Guarantee Agreement before placing
my/our signature or our seal thereon.
| * | to delete whichever
is not applicable |
ANNEXURE A
THE
FIRST SCHEDULE
(which is to be taken read and construed as an integral part of this Agreement) |
Section
No. |
Item |
Particulars |
| 1. |
The day and year of this Guarantee Agreement |
09/01/2021 |
| 2. |
Name And Descriptions / Particulars of Customer |
Company Customer
Name: SAGTEC GROUP SDN. BHD.
Company No.: 1283508-P
Registered Address:
81, LEBOH UNTA, TAMAN BERKELEY, 41150 KLANG, SELANGOR.
Business Address:
UNITED POINT TOWER A35-13A, NO. 10, JALAN LANG EMAS, SEGAMBUT, 51200 KUALA LUMPUR, WILAYAH PERSEKUTUAN. |
| 3. |
Name And Description of the Guarantors |
Individual Guarantor(s)
Name: NG CHEN LOK
NRIC No.: 870203-06-5701
Residential Address: A 2482 TAMAN TAS PUTRA, JALAN KAMPUNG BHARU,
25100 KUANTAN, PAHANG.
|
| 4. |
The Financing Facility |
Ringgit Malaysia One Hundred Fifty Thousand (RM150,000.00) only |
| 5. |
The Letter of Offer |
The day and year 13/11/2020 |
| 6. |
Guaranteed Amounts
(equivalent to the Sale Price) |
Ringgit Malaysia Two Hundred Thousand One Hundred Ninety Nine And Sen Ninety Three (RM200,199.93) only |
MURABAHAH SALE AQD
(Which is to be taken, read and construed as essential part of this
Contract)
Section
No. |
Subject
Matter |
Particulars |
| 1. |
Date of this Murabahah Sale
Aqd |
|
| 2. |
Name and
Address of Customer |
“Registered Business Customer
Name: TENGKU ROZITATORIA BINTI TENGKU ROSTAM
T/A ATR ONE&
ONLY ENTERPRISE
Business Registration No.: 201603364420 (002601503-P)
Business Address:
UNIT A-3A-07,
G RESIDENT JALAN 6/76C,
DESA PANDAN,
55100 KUALA LUMPUR,
WILAYAH PERSEKUTUAN.
|
| 3. |
Description
of the Commodity Asset |
CPO-MSIA-09
/ T
|
| 4. |
Purchase
Price of Commodity Asset |
Ringgit
Malaysia Thirty Thousand (RM30,000.00) only |
| 5. |
CGC’s
Sale Price |
Ringgit
Malaysia Forty Thousand Forty Seven And Sen Twenty One (RM40,047.21) only |
| Ref | : CGC/DDD/BizMula-i/SLO/1000598800/KUL/ROSLYANTI/fds |
SAGTEC GROUP SDN. BHD. (1283508-P)
United Point Tower A-35-13A,
No. 10, Jalan Lang Emas,
51200 Kuala Lumpur,
Wilayah Persekutuan.
RE: SUPPLEMENTAL LETTER OF OFFER
Dear Sir/Madam,
We refer to our Letter of Offer dated 13/11/2020 (“Letter
of Offer”).
Capitalised terms used in this letter shall have the same meaning given
to them in the Letter of Offer, unless otherwise specified.
This letter is to notify you the revised of 4. SECURITY or CREDIT
SUPPORT AND OTHER TRANSACTION DOCUMENTS in the Letter of Offer: -
| Details |
|
Existing |
|
Revised |
| 4. SECURITY or CREDIT SUPPORT AND OTHER TRANSACTION DOCUMENTS |
|
(a) Joint and Several Guarantee (“Guarantee”) by:- |
|
(b) Personal Guarantee and Indemnity (“Guarantee”) by- |
| |
|
|
|
|
| |
|
(i) |
NG CHEN LOK
NRIC No.: 870203-06-5701 |
|
(i) |
NG CHEN LOK
NRIC No.: 870203-06-5701 |
| |
|
|
|
|
| |
|
(ii) |
LEE JIUNN YIH
NRIC No.: 811105-10-5191 |
|
|
All other terms and conditions relating to this
Financing Facility shall remain unchanged and continue to be valid and in force unless amended and expressly confirmed by Credit Guarantee
Corporation Malaysia Berhad (“CGC”) in writing.
This Supplemental Letter of Offer shall form an integral part of the
Letter of Offer, the Application Form and the security documents and is deemed incorporated by reference herein.
Credit Guarantee
Corporation
Malaysia Berhad 197201000831(12441-M)
www.cgc.com.my | Kuala
Lumpur Branch
No. 34A-0-1, Jalan 1/27F,
Jalan Wangsa Delima 6,
Pusat Bandar Wangsa Maju,
53300 Kuala Lumpur,
Tel: +603 - 41496476
Fax: +603 - 41491237
| Chent Service Center:
+603 - 78800088
POWERING MALAYSIAN SMEs |
KINDLY TAKE NOTE that
you are advised to seek separate independent legal advice with regard to the legal implications, nature and effect of this
Supplemental Letter of Offer prior to signing of the same. Any third party security provider(s) is/ are also advised to obtain
separate independent legal advice on the execution of the aforesaid documents prior to the execution of the same.
Yours faithfully,
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831 (12441-M)]
| /s/ NUR FARAH LUKMAN |
|
/s/ WAN AZMAZULWAHA ABDUL WAHAB |
| NUR FARAH LUKMAN |
|
WAN AZMAZULWAHA ABDUL WAHAB |
| Senior Executive |
|
Head or Section |
| Legal Documentation Unit |
|
Legal Documentation Unit |
| Documentation & Disbursement Department |
|
Documentation & Disbursement Department |
| SAGTEC GROUP SDN. BHD. (1283508-P) | Page 2 of 4 |
| 1000598800 | |
ACCEPTANCE OF THE FINANCING
FACILITY
I / We hereby confirm my / our acceptance to
the above Financing Facility on the stipulated terms and conditions and further confirm that I / we have full legal right, authority
and power to enter into an agreement and bind myself / ourselves by the terms and conditions stipulated in this Letter of Offer.
I / We acknowledge that I / we have been
advised by you to obtain separate independent legal advice from advocates and solicitors with respect to entering into this
Financing Facility and the legal implications, nature and effect of this Letter of Offer, the Security Documents and the Tawarruq
Transaction Documents. I / We have not relied on any representations, warranties or advice whatsoever expressly or impliedly made by
you or your officers, employees and agents concerning any of the terms and conditions of this Letter of Offer. I / We hereby confirm
that I / we have read and fully understood the nature and effect of this Letter of Offer and that I am / we are entering into this
Financing Facility with full knowledge and understanding of the contents hereof and of my / our own free will and consent.
*For Company Customer
[*Where the Customer possesses a common seal.]
| SIGNED for and on behalf of the
Customer |
) |
| in a manner authorised by its constitution |
) |
| under its Common Seal which |
) |
| said Seal was hereunto duly affixed |
) |
| on the
20 |
) |
| in the presence of: |
) |
| |
|
|
| Director |
|
Company Secretary |
| Name: NG CHEN LOK |
|
Name: |
| NRIC No.: 870203-06-5701 |
|
NRIC No.: |
| Date: |
|
Date: |
| SAGTEC GROUP SDN. BHD. (1283508-P) | Page 3 of 4 |
| 1000598800 | |
[*Where the Customer does not possess a common seal.]
| SIGNED for and on behalf of the
Customer |
) |
/s/ AZIZI AHMAL |
| in a manner authorised by its |
) |
AZIZI AHMAL |
| constitution or Companies Act 2016 |
) |
BRANCH MANGER |
| (if no constitution) |
) |
810723-01-5105 |
| on the 20 |
) |
|
| in the presence of: |
) |
|
| /s/ NG CHEN LOK |
|
/s/ PAN SENG WEE |
| Director |
|
Company Secretary |
|
Name: NG CHEN LOK
NRIC No.: 870203-06-5701
Date: 09-01-2021 |
 |
Name: PAN SENG WEE
NRIC No.: 750818-10-5510
Date: 09-01-2021 |
| SAGTEC GROUP SDN. BHD. (1283508-P) | Page 4 of 4 |
| 1000598800 | |
| Ref |
: GC/DDD/BiZMula-i/LO/KUL/ROSLYANTI/fds |
| Date |
: 13 NOVEMBER 2020 |
SAGTEC GROUP SDN. BHD. (1283508-P)
A-35-13A, United Point Residence,
No. 10, Jalan Lang Emas,
Segambut,
51200 Kuala Lumpur,
Wilayah Persekutuan.
Dear Sir/Madam,
Re: LETTER OF OFFER
We refer to your application and are pleased
to offer you the following financing facility subject to the terms and conditions contained in this letter, in the Annexures and Appendices
(collectively, “this Letter of Offer”):-
1. DETAILS OF THE FINANCING FACILITY
| Product Name |
|
BizMula-i |
| Application No. |
|
1000598800 |
| Approved Financing Amount |
|
RM150,000.00 |
| Purpose of Financing |
|
Working Capital tor Sheriah compliant purpose |
| CGC’s Purchase Price |
|
RM150,000.00 |
CGC’s Sale Price*
The
CGC’s Sale Price for the Commodity Asset comprises: |
|
RM200,199.93 |
| (i) the
CGC’s Purchase price: |
|
|
| (ii) the
added mark up equivalent to the profit portion calculated as the Prescribed Rate below; |
|
|
| (ii)
the CGC’s Sale Price shall be denominated in Ringgit
Malaysia. |
|
|
Credit
Guarantee Corporation
Malaysia Berhad 197201000831
(12441-M)
SAGTEC GROUP SDN. BHD.
SLP) (1283508-P)
www.cgc.com.my |
Kuala
Lumpur Branch
No. 34A-0-1, Jalan 1/27F,
Jalan Wangsa Delima 6,
Pusat Bendar Wangsa Maju, 53300 Kuala
Lumpur.
Tel: +603-41496476
Fax: +603-41491237 |
Client
Service Centre:
+603 - 78800088
POWERING MALAYSIAN SMEs |
| Prescribed Rate |
|
|
|
|
| |
|
a. |
Ceiling
OR Contracted Profit Rate (“CPR”) |
12% per annum |
|
| |
|
b. |
Effective
Profit Rate (“EPR”) |
7.00% per annum |
|
| |
|
The
prevailing BNM Funding Rate is 0.25% and may be subject to change at the sole discretion of Bank Negara Malaysia (“BNM”). |
| |
|
*The
CGC’s Sale Price is contracted at Ceiling or Contracted Profit Rate (“CPR”).
Nevertheless, the monthly instalment of the CGC’s Sale Price is based on the Effective
Profit Rate (“EPR”).
Credit Guarantee Corporation Malaysia Berhad (“CGC”)
shall grant ibra’ (rebate) on the difference between the amount of profit calculated based on the CPR and the
amount of profit calculated based on the EPR. The EPR may be varied based on periodic review at the discretion of CGC and BNM provided
always that it shall not exceed the CPR. |
| Source
of Fund |
|
BANK
NEGARA MALAYSIA |
| Type
of Fund |
|
All
Economic Sectors Facility for Small & Medium Enterprises |
| Facility
Type |
|
Tawarruq
Term Financing Facility |
| Tenure |
|
Sixty
(60) months |
| Monthly
Instalment |
|
RM2,970.18 |
| Quantity
of the Commodity |
|
To
be disclosed in the Murabahah Sale ‘Aqd |
| Trading
Platform |
|
Bursa
Suq AI-Sila’ |
Kindly
note that capitalised terms used herein shall have the meaning as defined in Annexure IV annexed to this Letter of Offer.
For the purposes of this Letter of Offer, ‘month’ means that period of time which ends on the same date as it commences
in the previous month but if there is no numerically corresponding date in the following month, then the period shall end on the
last day of that month and “months” and “monthly” shall be construed accordingly.
| 2. | MODE
OF PAYMENT OF CGC’S SALE PRICE |
| (a) | Payment
for the CGC’s Sale Price shall be made monthly with or without demand at the Prescribed
Rate prescribed by CGC within the Tenure in accordance with the provisions of this Letter
of Offer and in the following manner:- |
| (i) | in
the event the Financing Facility is processed for disbursement directly to the Customer or
the supplier (whichever is applicable) on or before the fifteenth (15th) day of
the Month, the first instalment shall be made on or before the twenty fifth (25th)
day of the same Month; or |
| (ii) | in
the event the Financing Facility is processed for disbursement directly to the Customer or
the supplier (whichever is applicable) after the fifteenth (15th) day of the Month,
the first instalment shall be made on or before the twenty fifth (25th) day of
the following Month; and |
| (iii) | thereafter,
each subsequent instalment shall be made on or before the twenty fifth (25th)
day of each and every Month until full settlement of the Financing Facility. |
| (b) | Payment
for the CGC’s Sale Price shall be made via a fixed Standing Instruction created in
favor of CGC and payable to CGC Maybank Islamic Account No: 5640 1663 3273. You agree
and undertake to maintain your bank account with sufficient funds at all times to ensure
that the payments are made in accordance with the Standing Instruction. |
| (c) | The monthly instalment will become payable even if the Financing
Facility may not be fully disbursed or utilised. |
| 3. | RIGHT
TO WITHHOLD RELEASE OF FINANCING FACILITY |
| (a) | CGC
reserves the right not to release the Financing Facility or refuse any utilisation or disbursement
of the Financing Facility:- |
| (i) | if
there is any non-compliance of the terms and conditions contained in this Letter of Offer,
the Tawarruq Transaction Documents and/or the Security Documents prior to disbursement of
the Financing Facility; or |
| (ii) | In
the sole and absolute opinion of CGC that an event or events has or have occurred, or a situation
exists which could or might adversely affect your financial condition, operation or business
or adversely affect your ability or that of the Security Party (as hereinafter defined) to
fulfil any of its obligation under the Financing Facility. |
| (b) | Subject
to the availability of funds, disbursement of the Financing Facility shall be made at the
absolute discretion of CGC and subject to the respective approval from BNM. CGC shall not
be held responsible for any losses suffered by you as a result of delay in approval and/or
allocation of funds by BNM. |
| 4. | SECURITY
or CREDIT SUPPORT ANO OTHER TRANSACTION DOCUMENTS |
Additionally,
the utilization of the Financing Facility is subject to the execution of following documents:-
| (a) | Joint
and Several Guarantee (“Guarantee”)
by:- |
| (b) | Personal
Guarantee and Indemnity (“Guarantee”)
by:- |
| (c) | Corporate
Guarantee (“Guarantee”):- |
| (d) | The
Tawarruq Transaction Documents in the formats as attached herewith under Appendix I:- |
| (i) | the
Purchase Undertaking Issued by you to CGC irrevocably and unconditionally which binds you
to purchase the identified and specified Commodity Asset; |
| (ii) | the
Purchase Request for CGC to purchase the Commodity Asset from the Commodity Trader at CGC’s
Purchase Price under the purchase transaction; |
| (iii) | the
Wakalah ‘Aqd (agency
contract) to appoint: |
| (iii-i) | CGC
as your Wakil (Agent) to purchase the asset from CGC at CGC’s Sale Price and to take
possession of title to the Commodity Asset. |
| (iii-ii) | CGC
as your Wakil (Agent) to sell the Commodity Asset to any Commodity Trader, to receive the
payment of the Customer’s sale price which is equivalent to the Approved Financing
Amount and to deliver possession of title to the Commodity Asset to designated parties. |
| (iv) | the
e-certificate generated by Bursa Suq AI-Sila’ evidencing the sale of the Commodity
Asset from CGC to you (represented by CGC) at CGC’s Sale Price; |
| (e) | Other
agreements and/or documents which may be signed as required by CGC. |
| (a) | Should
the terms and conditions in this Letter of Offer be acceptable to you, kindly confirm your
acceptance and agreement to the same by signing in the space indicated below and return to
us two (2) original signed copies of this Letter of Offer within fourteen (14) working
days from the dale of this Letter of Offer. If you fail to confirm your acceptance
within the period specified, this offer for financing shall lapse with immediate effect and
deemed cancelled. |
| (b) | Please
take note, upon your acceptance of this Letter of Offer, CGC has the right to debit from
your account and/or deduct from the Approved Financing Amount, all the costs for purposes
of payment of all charges, costs and other ancillary expenditure, if applicable, related
to the perfection of the security and transaction documentation for this Financing Facility. |
| (c) | You
have voluntarily provided your personal data to CGC and consent to CGC processing your personal
data to evaluate your application for the Financing Facility. Where you have provided data
of other individuals such as your directors, shareholders, relevant managers, partners, office
bearers, officers, authorised person(s), for or related to the Financing Facility, you confirm
that you have obtained consent from them (i) to disclose their personal data to CGC; (ii)
for CGC’s verification of their personal data with credit agencies; (iii) for CGC to disclose
their personal data to the third parties specified in this Letter of Offer and/or the Security
Documents and/or the Tawarruq Transaction Documents as enclosed herewith. |
| (d) | By
signing this Letter of Offer, you also consent to the processing of any personal data provided
to us in accordance with our Privacy and Security Policies which can be viewed at https://www.cgc.com.my/privacy-security/.
Should you require any further clarification, please refer to our website http://www.cgc.com.my
or communicate directly with the Customer Service Centre at 03-7880-0088 or our email
address at cgc@cgc.com.my. |
| (a) | The
obligation of CGC to make any disbursement is subject to the fulfillment of the Conditions
Precedent set out in Annexure I annexed hereto by you and/or the security provider
(if any) to the satisfaction of CGC prior to the making of any disbursement of the Financing
Facility by CGC. |
| (b) | Pending
the fulfillment of the conditions herein stipulated, CGC may at its absolute discretion terminate
the Financing Facility or any part thereof. It is further expressly acknowledged and declared
that the Conditions Precedent are inserted for the sole benefit of CGC and may therefore
be waived wholly or in part by CGC at its sole and absolute discretion without prejudicing
the rights of CGC under the Financing Facility and this Letter of Offer. Any such waiver
shall not preclude the rights of CGC from insisting on your compliance of such waived conditions
at a subsequent time. |
| (a) | The
administrative fee of RM400.00 payable to CGC in connection with the preparation, execution
and delivery of this Letter of Offer, the Security Documents, the Tawarruq Transaction Documents
and other related documentation shall be borne by you. |
| (b) | You
shall, upon notice from CGC pay all stamp duties, fees or other charges payable on or incidental
to the execution, issue. delivery and registration of this Letter of Offer and any documents
related thereto including but not limited to discharge of this Letter of Offer and shall
reimburse CGC for any such duties, fees or other charges paid by CGC. |
| (c) | You
and/or the Security Party shall be liable to pay all fees and expenses under the Financing
Facility, the Security Documents, the Tawarruq Transaction Documents and any other fees and
expenses in connection with or incidental to this Letter of Offer including CGC’s solicitors
fees (on a solicitor and client basis) in connection with the enforcement of this Letter
of Offer and the documents related thereto including but not limited to discharge of this
Letter of Offer. If the Financing Facility or any part thereof shall require to be recovered
through any process of law or the Financing Facility or any part thereof shall be placed
in the hands of solicitors for collection, you and/or the Security Party shall pay (in addition
to the moneys then due and payable under the Financing Facility) CGC’s solicitors’
fees (on a solicitor and client basis) and any other fees and expenses incurred in respect
such collection. |
| 8. | FINANCING
FACILITY AVAILABILITY PERIOD |
The
offer as contained in this Letter of Offer is conditional upon the preparation, execution, delivery and perfection of legal
documentation, transactional and/or security documents, incorporating among others, the terms and conditions set out herein. All
legal documentation, transactional and/or security documents as required by CGC must be completed by you and/or the Security
Party (where applicable) and submitted to CGC within thirty (30) working days from the acceptance date of this Letter of Offer
(hereinafter referred to as “Availability Period”).
| 9. | ANNEXURES
ANO APPENDICES |
The
Annexures and Appendices annexed to this Letter of Offer shall be taken, read and construed as an integral part of this Letter of
Offer. In the event of any conflict, inconsistency and/or discrepancy between the terms and conditions herein and those stated in
the annexures and the appendices, the terms and conditions contained in this letter shall prevail.
| 10. | RIGHT
TO REVIEW AND RENEWAL |
If,
by reason of any change after the date of this Letter of Offer in any applicable law, regulation or regulatory requirement or, in the
interpretation or application thereof by any governmental or other authority charged with the administration thereof, it shall become
unlawful for CGC to comply with its obligations herein or to continue to make available the Financing Facility, CGC shall have the right
to terminate the Financing Facility by providing a notice to you. CGC also has the right at any time to vary any terms and conditions
of the Financing Facility under this financing and stated in this Letter of Offer, the Security Documents and the Tawarruq Transaction
Documents by giving written notice to you and the variation will be enforced from the date stated in the notice as long as it does not
affect the Purchase Price or Sale Price and does not contravene with the principles of Shariah.
| 11. | INDEPENDENT LEGAL ADVICE |
KINDLY TAKE NOTE that you are advised to seek
separate independent legal advice at your own cost and expenses with regard to the legal implications, nature and effect of this Letter
of Offer, the Security Documents, the Tawarruq Transaction Documents and the transactional documents (if any) prior to accepting this
Financing Facility and signing of the said documents. Any third party security provider(s) is / are also advised to obtain separate independent
legal advice on the execution of the aforesaid documents prior to the execution of the same.
| 12. | PRINCIPAL & SECONDARY INSTRUMENTS |
IT IS HEREBY AGREED that this Letter of Offer,
the Security Documents and the Tawarruq Transaction Documents are instruments employed in one transaction to secure the payment of the
Indebtedness within the meaning of Section 4(3) of the Stamp Act 1949, and for the purpose of the said section, this Letter of Offer is
deemed to be the principal or primary instrument.
Thank you.
Yours faithfully,
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831 (12441-M)
| /s/ NUR FARAH LUKMAN |
|
/s/ NORALIZA DAIM @ AHYAR |
| NUR FARAH LUKMAN |
|
NORALIZA DAIM @ AHYAR |
| Senior Executive |
|
Head of Section |
| Legal Documentation Unit |
|
Legal Documentation Unit |
| Documentation & Disbursement Department |
|
Documentation & Disbursement Department |
SAGTEC GROUP
SDN. BHD. (1283508-P)
ACCEPTANCE OF THE FINANCING FACILITY
I / We hereby confirm my / our acceptance to
the above Financing Facility on the stipulated terms and conditions and further confirm that I / we have full legal right, authority
and power to enter into an agreement and bind myself / ourselves by the terms and conditions stipulated in this Letter of Offer.
I / We also understand that upon this acceptance,
CGC will proceed to purchase the commodity from Bursa Suq Al-Sila’ and I / we hereby undertake to purchase from CGC the purchased commodity.
I / We hereby agree to appoint CGC as my /
our Wakil (Agent) under Wakalah ‘Aqd (Agency Contract) to enter into Murabahah Sale ‘Aqd and to purchase the commodity
from CGC at CGC’s Sale Price. Subsequent to the purchase of the commodity by CGC on my / our behalf from CGC, I / we hereby
agree to appoint CGC to be my / our sale agent to sell the Commodity Asset at selling price equivalent to the Approved Financing
Amount to any Commodity Trader as CGC may deem fit. I / We further understand and agree that Bursa Suq Al-Sila’ e-certificates
shall be the conclusive evidence on the Commodity Asset’s trading and its transfer of ownership.
I / We acknowledge that I / we have been
advised by you to obtain separate independent legal advice from advocates and solicitors with respect to entering into this
Financing Facility and the legal implications, nature and effect of this Letter of Offer, the Security Documents and the Tawarruq
Transaction Documents. I / We have not relied on any representations, warranties or advice whatsoever expressly or impliedly made by
you or your officers, employees and agents concerning any of the terms and conditions of this Letter of Offer. I / We hereby confirm
that I / we have read and fully understood the nature and effect of this Letter of Offer and that I am / we are entering into this
Financing Facility with full knowledge and understanding of the contents hereof and of my / our own free will and consent.
*For Company Customer
[*Where the Customer possesses a common
seal.]
| SIGNED for and on behalf of the Customer |
) |
|
| in a manner authorised
by its constitution |
) |
|
| under its Common Seal which |
) |
|
| said Seal was hereunto duly affixed |
) |
|
| on the 20 |
) |
|
| in the presence of: |
) |
|
| |
|
|
| Director |
|
Director |
| Name: LEE JIUNN YIH |
|
Name: NG CHEN LOK |
| NRIC No.: 811105-10-5191 |
|
NRIC No.: 870203-06-5701 |
| Date: |
|
Date: |
SAGTEC GROUP
SDN. BHD. (1283508-P)
[* Where the Customer does not possess a common seal.]
| SIGNED for and on behalf of the Customer |
) |
SAGTEC GROUP SDN BHD |
 |
| in a manner authorized by its |
) |
(1283508-P) |
| constitution or Companies Act 2016 |
) |
A-35-13A United Point |
| (if no constitution) |
|
No. 10 Jalan Lang Emas |
| on the 20 |
) |
51200 Kuala Lumpur |
| in the presence of : |
) |
Tel : 03-33100089 |
| |
|
|
| /s/ LEE JIUNN YIH |
|
/s/ NG CHEN LOK |
| Director |
|
Director |
| Name: LEE JIUNN YIH |
|
Name: NG CHEN LOK |
| NRIC No.: 811105-10-5191 |
|
NRIC No.: 870203-06-5701 |
| Date: 17-11-2020 |
|
Date: 17-11-2020 |
| |
/s/ AZIZI AHMAD |
|
| |
AZIZI AHMAD |
|
| |
BRANCH MANAGER |
|
| |
810723-01-5105 |
|
| * | If the
Customer appoints its own solicitors, this certificate of explanation shall be completed
and signed by the Customer’s solicitors. |
CERTIFICATE OF EXPLANATION (JURAT)
I,
the attending solicitors, hereby certify
that I have to the best of my abilities, read and explained the contents of this Letter of Offer
to (NRIC
No. ) in Malay / English / Mandarin / Cantonese / Tamil / a language or dialect to which
he / she / they understand(s) and who has/have acknowledged to me that he / she / they has / have understood the terms and
implications of this Letter of Offer.
ANNEXURE I
(to be read and construed as an integral part
of this Letter of Offer)
| SPECIFIC
TERMS AND CONDITIONS |
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| 1. |
Special Conditions |
(a) BNM Eligibility Criteria
The Customer must at all times satisfy BNM’s Eligibility
Criteria (“EC”) set forth herein, including but not limited to:
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(i) |
meets the definition of SMEs issued by SME Corporation Malaysia; |
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(ii) |
be registered with Companies Commission of Malaysia; authorities/district offices in Sabah and/or Sarawak; and/or statutory bodies for professional service providers; |
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(iii) |
shareholding held by a public listed company or government linked company in the Customer must not exceed 20%; and |
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(iv) |
Malaysian(s) residing in Malaysia holds a minimum of 51% shareholding(s) in the Customer. |
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In the event that the Customer fails to satisfy any of the abovementioned criteria at any time during the financing Tenure the following shall apply: |
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Breach of BNM’s EC (a)(i), (ii) and (iii) |
Breach of BNM’s EC (a)(iv) |
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BNM shall immediately cease to fund this Financing Facility which shall then be provided by CGC with the revised EPR of 10.0% per annum. |
CGC and BNM reserve the right to cancel or terminate the Financing Facility. The Customer shall make full settlement of the Financing Facility to CGC within six (6) months from the date of the breach or non-compliance. |
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(b) In
the event of non-compliance with the abovementioned BNM’s EC by the Customer, a notification letter shall be sent to the Customer
on the nature of such non-compliance together with the revised terms and conditions of the Financing Facility. |
| 2. |
Pre-disbursement Conditions |
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(a) Subject
to its absolute discretion, CGC may deduct and settle the legal fees and costs incurred for this financing facility from the approved
financing amount on behalf of the Customer upon disbursement of the financing facility.
(b) Site visit must be
conducted at the Customer’s business premise by CGC’s Branch prior to disbursement. |
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(c) |
Regularization of arrears for Credit Card under directors per CRR, if any. |
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| 3. |
Other Conditions Precedent |
(a) |
The Financing Facility shall only be available for disbursement by CGC direct to the Customer or the supplier (whichever is applicable) upon the fulfilment of the following by the Customer and/or any security party(ies) to the satisfaction of CGC:- |
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(i) |
the Customer shall have
delivered to CGC a certified true copy of its Constitution or written confirmation from its Company Secretary that the Customer has
no Constitution, the notice of registration and certificate of incorporation,
notification of change in register of directors, managers and secretaries (corresponding to Form 24, Form 44, Form 49 and the
Memorandum and Articles of Associates under the repealed Companies Act 1965) or their equivalent forms under the Companies Act
2016; |
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(ii ) |
the Customer shall have delivered to CGC the specimen signature or signatures of the authorised officers of the Customer to operate the Financing Facility granted hereunder; |
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(iii) |
If the Customer is not represented by advocates and solicitors in this transaction, the Customer shall have delivered to CGC a statutory declaration in the format acceptable to CGC duly executed by the director(s) of the Customer on behalf of the Customer before a Commissioner For Oaths stating that the Customer is executing the financing documentation including this Letter of Offer and the Tawarruq Transaction Documents with full knowledge and understanding of the nature and effect of the contents hereof and of its own free will; |
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(iv) |
the Customer shall have duly accepted and returned to CGC, this Letter of Offer and all other subsequent and respective letters of offer (if any); |
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(v) |
the Customer shall have delivered to CGC the Tawarruq Transaction Documents duly executed, stamped and registered (if necessary) by the Customer in compliance with the relevant laws; |
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(vi) |
CGC shall have received the Guarantee in the format acceptable to CGC duly executed by the Guarantor(s) in favour of CGC and the same shall have been stamped; |
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(vii) |
all
conditions precedent for disbursement set out in this Letter of Offer shall have been fulfilled to the satisfaction of CGC; |
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(viii) |
all
fees, charges and payments payable by the Customer to CGC in connection with the Financing Facility shall have been settled by the
Customer; |
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(ix) |
the
Customer shall have complied with all pre-disbursement conditions as set out in Section 2 of Annexure I; |
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(x) |
the Customer
shall have complied with all additional pre-disbursement conditions as set out in Section 3 of Annexure I; |
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(xi) |
the Customer
shall have complied with all the special conditions as set out in Section
1 of Annexure I; |
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(xii) |
CGC shall have been satisfied that the Financing Facility granted herein would not constitute a breach of the Customer’s Constitution or in any way exceed the limits of the Customer’s powers contained therein; |
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(xiii) |
The Customer shall have submitted documentary evidence acceptable to CGC of all approvals, authorisations and consents (if any) from the appropriate authority which are necessary for any matter or thing contemplated by this Letter of Offer and/or sueh other documents as may be required by CGC have been obtained and remain in full force and effect; |
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(xiv) |
searches from the Companies Commission of Malaysia confirming that, save and except as disclosed by the Customer to CGC or as consented to by CGC in writing, no encumbrances have been registered over any of the properties, assets and undertakings of the Customer or any part thereof; |
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(xv) |
CGC shall have
received the relevant search reports from the Department of Insolvency of Malaysia confirming that the Customer has not been
wound-up and that the Security Party is not undischarged bankrupt or a statutory declaration duly affirmed by the respective
directors of the Customer and the Security Party respectively (as the case may be) declaring that the Customer has not been wound-up
and that the Security Party is not undischarged bankrupt/s, whichever is earlier; |
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(xvi) |
CGC shall be satisfied that: |
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(xvi-i) |
no default has occurred in the performance by any party thereto of any covenant or agreement contained under any of the agreements and arrangement referred to in this Letter of Offer; |
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(xvi-ii) |
no circumstances or change
of law or other governmental action have occurred and which occurrence makes it improbable (aa) for the Customer to carry on its
business; or (bb) for the Customer to observe and perform its obligations on its part to be performed under this Letter of Offer;
and |
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(xvi-iii) |
as from the date when the Customer first applied for the Financing Facility, there have not been any alterations or changes in the Constitution, condition of business or other affairs of the Customer which could or might affect the decision of CGC to grant the Financing Facility. |
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(xvii) |
The Customer
shall have submitted to CGC the executed Standing Instruction created in favor of CGC and payable to CGC Maybank Islamic Account
No: 5640 1663 3273 for Financing Facility repayment purposes. |
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(xviii) |
The
Customer shall have complied with all other conditions as may be imposed and deemed necessary by CGC. |
[End of Annexure I]
ANNEXURE II
(to be read and construed
as an integral part of this Letter of Offer)
| TERMS AND CONDITIONS OF TAWARRUQ FINANCING
FACILITY |
| 1. |
IJAB (Offer) and QABUL (Acceptance) |
(a) |
At the request of the Customer, CGC grants the Tawarruq Financing Facility to the Customer. Under the Murabahah sale transaction, CGC offers to sell a commodity to the Customer at an agreed CGC’s Sale Price as described in this Letter of Offer. |
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(b) |
The Customer accepts the Financing Facility for the Approved Financing Amount subject to the terms and conditions herein contained. In this regard, the Customer expresses its Qabul to purchase the commodity at the agreed CGC’s Sale Price. |
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(c) |
Pursuant to the ljab and Qabul in the Financing Facility under the Murabahah sale transaction by the parties, the ‘Aqd is deemed concluded. |
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(d) |
Pursuant to the formalisation of the ‘Aqd (Contract) and execution of ‘Aqd in this Letter of Offer, the ‘Aqd is deemed Sahih (valid) and Lazim (legally binding) and in compliance with Shariah principles. |
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| 2. |
Purpose of Financing Facility |
The Financing Facility shall be utilised solely for the Shariah compliant purpose as set out below:- |
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Working
Capital for Shariah compliant purpose |
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Method of Financing |
The parties herewith agree that the Financing Facility has been structured based on the Shariah principle of Tawarruq, the nature and mechanism of which shall be as follows:- |
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(a) |
Purchase Undertaking:
Under the Tawarruq arrangement, the Customer irrevocably and unconditionally promises (Wa’d), covenants and undertakes to purchase
the Commodity Asset identified and specified in a separate Purchase Undertaking executed by the Customer and CGC prior to entering
into this Letter of Offer. The Purchase Undertaking is annexed in the Tawarruq Transaction Documents as Appendix I. |
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(b) |
Legal Effect of Purchase
Undertaking: The Purchase Undertaking shall irrevocably and unconditionally bind the Customer to purchase the Commodity Asset
at CGC’s Sale Price in accordance with the terms and conditions contained herein. |
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(c) |
Purchase
Request: In accordance with Murabahah arrangement, the Customer shall request CGC to purchase the Commodity Asset from any
Commodity Trader by issuing a Purchase Request at CGC’s Purchase Price which shall be in the amount equivalent to the Financing Facility
granted to the Customer. |
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(d) |
Appointment of
Wakil (Agent): The Customer appoints CGC to be his/its Wakil (Agent) under Wakalah ‘Aqd (Agency
Contract):- |
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(i) |
to purchase on his/its behalf the Commodity Asset from CGC at the CGC’s Sale Price. |
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(ii) |
upon due conclusion of the Murabahah Sale ‘Aqd, to sell the Commodity Asset to any Commodity Trader on spot basis at the selling price equivalent to the Approved Financing Amount. |
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(iii) |
The Wakalah ‘Aqd is
appended In the Tawarruq Transaction Documents as Appendix I. |
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(e) |
Murabahah Sale ‘Agd: CGC on its own capacity
shall sell the Commodity Asset at CGC’s Sale Price to the Customer (represented by CGC) on deferred payment terms vide the Murabahah
Sale ‘Aqd subject to the terms and conditions of this letter of Offer. The Bursa Suq Al-Sila’ e-certificates shall be the conclusive
evidence on the Commodity Asset’s trading and its transfer of ownership as appended hereto as Appendix I. |
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(f) |
Proceeds
of Sale: The proceeds from the sale of the Commodity Asset to the Commodity Trader shall be credited into the
Customer’s financing account or in such manner as may be determined by CGC and shall be emplaced with the financing limit and
with the expressed instruction from the Customer to CGC. CGC is authorised to pay to the Customer or any other relevant party (as
the case may be) as determined by CGC. Disbursement of the Financing Facility shall be deemed to be made by CGC upon such release of
payment to the Customer or other relevant party, as the case may be. |
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(g) |
Security
for the Indebtedness: It is a term under this Letter of Offer that the Customer and the Security Party shall
provide securities and execute the Security Documents to secure the obligations of the Customer to pay the Indebtedness. |
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| 4. |
Assurance Through Kafalah
(Guarantee) |
The
Customer shall cause the Guarantor(s) to guarantee the purchase of the Commodity Asset upon its acquisition by CGC and to guarantee
the payment of the Indebtedness by executing a Guarantee in the formal as attached hereto as Appendix III. |
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| 5. |
Terms and Conditions of Sale |
(a) |
Sale of
Commodity: The sale of the Commodity Asset by CGC shall be governed by the terms and conditions of this letter of Offer and
the Tawarruq Transaction Documents appended hereto as Appendix I. |
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of Commodity |
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(b) |
Transfer
of Ownership: The Customer shall obtain such ownership title to the Commodity Asset as CGC receives from the purchase of the
Commodity Asset that shall be free from encumbrances. |
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(c) |
Risk: The parties hereby agree that upon the sale of the
Commodity Asset by CGC to the Customer, the Customer shall bear full ownership, risks and responsibilities towards the Commodity
Asset. |
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(d) |
Acceptance of Delivery:
The Customer agrees that in purchasing the Commodity Asset from CGC, it shall have accepted the Commodity Asset on an ‘as is, where
is’ basis. |
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(e) |
Loss or Damage:
The Customer hereby waives any claims that it may have against CGC in respect of any loss or damage that he may suffer by reason
of, or arising out of or in connection with this Letter of Offer, any other Security Documents, the Tawarruq Transaction Documents
or otherwise (howsoever arising) in connection with or arising from the purchase of the Commodity Asset. |
[End of Annexure II]
ANNEXURE III
(to be read and construed
as an integral part of this Letter of Offer)
| GENERAL TERMS AND CONDITIONS |
| 1. |
Covenant to Pay |
(a) |
In consideration of CGC having agreed to grant to the Customer
the Financing Facility on the terms and subject to the conditions herein contained, the Customer hereby agrees, undertakes and covenants
to pay CGC’s Sale Price within the Tenure and in the manner set out in this Letter of Offer. |
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(b) |
All payments to be made by the Customer to CGC in respect of the
Financing Facility shall be made free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, withholdings
whatsoever. |
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| 2. |
Limit of the Financing Facility |
(a) |
The maximum limit of the Financing Facility available to the Customer
is the amount equivalent to CGC’s Purchase Price. Any monies which exceed the Financing Facility and due or payable by the Customer to
third party (as may be applicable) shall be claimed entirely from and be borne by the Customer. |
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| 3. |
Tenure |
(a) |
The tenure of the Financing Facility to be granted by CGC to the
Customer shall be for a period not exceeding the Tenure commencing from the date of the first disbursement and subject to review. |
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(b) |
In the event there is no disbursement made within six (6) months
from the date of this Letter of Offer, CGC reserves its rights to set off from the CGC’s Sale Price indebted by the Customer to CGC the
undisbursed amount held by CGC and to grant ibra’ for the remaining indebted CGC’s Sale Price. |
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| 4. |
Late Payment Charges |
(a) |
It is expressly agreed by the parties that CGC shall have the
right to impose Late Payment Charges that comprise of compensation (ta’widh) and penalty (gharamah) due to overdue instalment and default
payment based on the following reference rate:- |
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(i) |
Overdue Instalment or Scheduled Payment |
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For failure to pay any instalment or any payment due from the date
of the first disbursement of the Financing Facility until its Maturity Date, a Late Payment Charges sum equivalent to one per cent (1%)
per annum of the overdue instalments or by any other method approved by the Shariah Advisory Council of Bank Negara Malaysia (“SAC
BNM”); |
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(ii) |
Upon Maturity |
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For failure to pay any instalments or any payment due and that failure
continues beyond the Maturity Date of the Financing Facility or upon judgment, whichever is earlier, the Late Payment Charges rate shall be the prevailing daily overnight Islamic
Interbank Money Market (IIMM) rate on the outstanding balance due and payable or any other method approved by SAC BNM from time to time. |
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(b) |
Notwithstanding the amount of Late Payment Charges charged, it is expressly acknowledged and agreed that the said amount of Late Payment Charges shall not be further compounded and shall be computed on daily basis. |
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(c) |
The Late
Payment Charges referred to in this Section 4(a) of Annexure III shall also be applied to the judgment sum and shall be payable
from the date of the judgment is made until the date of actual payment settlement. |
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| 5. |
Representations |
The Customer represents and warrants to CGC as follows:- |
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and Warranties |
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| (a) | Status:
each of the Customer and the Security Party as the case may be, |
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| (i) | who is a body corporate, is a company duly incorporated with
limited liability under the laws of Malaysia or is legally established, duly organised or constituted under its constitutional documents,
and is validly existing; |
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| (ii) | who is a natural person, is of full age and is not an undischarged
bankrupt; |
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| and is acting as principal for its own account and not as agent or
trustee in any capacity on behalf of any party in relation to the Financing Facility and/or any Security Documents and/or the Tawarruq
Transaction Documents; |
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(b) | Powers
and Authorisations: |
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| (i) |
the Constitution or the constituent documents of the Customer and
the Security Party include provisions allowing the Customer and the Security Party:- |
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(i-i) |
to own their assels; |
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(i-ii) |
to carry on their business and operations as they are now being
conducted, and |
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(i-iii) |
to execute and deliver, and perform the transactions contemplated
in this Letter of Offer and/or the Security Documents and/or the Tawarruq Transaction Documents; |
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| (ii) |
the Customer and the Security Party have all requisite powers
to execute this Letter of Offer, the Security Documents and the Tawarruq Transaction Documents and to perform the obligations thereunder; |
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| (iii) |
the execution, delivery and performance of this Letter of Offer,
the Tawarruq Transaction Documents and/or the Security Documents by the Customer and the Security Party and the performance of the obligations
thereunder do not conflict with any law or constituent documents or affect any of their assets; and |
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| (iv) | this Letter of Offer, the Security Documents and the Tawarruq
Transaction Documents constitute legal, valid and binding and unconditional obligations of the Customer and each Security Party, and
enforceable in accordance with their respective terms; |
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(c) | Non-violation:
neither the execution and delivery of this Letter of Offer, the Security Documents and/or
the Tawarruq Transaction Documents nor the performance of any transactions contemplated therein
contravene and will contravene:- |
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| (i) | any law applicable to the Customer, or the Security Party, |
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| (ii) | the Constitution or the constituent documents of the Customer or
the such Security Party, or |
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| (iii) | any agreement or instrument binding upon the Customer or the
Security Party or their assets; |
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(d) | Consents:
all authorisations have been duly and unconditionally obtained, made or taken for the due
execution, delivery of and performance of this Letter of Offer, the Security Documents and/or
the Tawarruq Transaction Documents and are in full force and effect to ensure the validity,
enforceability or priority of the liabilities and obligations of the Customer and each Security
Party or the rights of CGC under this Letter of Offer, the Tawarruq Transaction Documents
and/or the Security Documents and/or for each of the Customer and Security Party to own its
assets, carry on its business and operations as they are now being conducted; |
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(e) | No
Default: no event has occurred which constitutes or has occurred which with the giving
of notice and/or the lapse of time and/or a relevant determination would constitute a contravention
of, or default under any arrangement or instrument by which the Customer or any Security
Party or any of their assets are bound or affected being a contravention or default which
might result in material situation or circumstances that in the opinion of CGC may affect
the Financing Facility and prejudices or threatens to prejudice the interests of CGC as financier
(“Material Adverse Effect”); |
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(f) | Litigation:
no litigation, arbitration or administrative proceeding or claim which might by itself or
together with any other such proceedings or claims have a Material Adverse Effect is presently
in progress or pending or, to the best of the knowledge, information and belief of the Customer,
threatened against the Customer or any Security Party or any of their assets or which will
adversely affect the financial condition or operations of its subsidiaries taken as a whole; |
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(g) | Tax
liabilities: all necessary retums have been delivered by or on behalf of the Customer
to the relevant taxation authorities and the Customer is not in default in the payment of
any taxes, and no claim is being asserted with respect to any taxes which is not disclosed
in the financial statements referred to in Section 5(h) of Annexure III; |
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(h) |
Accounts:
the latest audited financial statements (including the income and balance sheets) of the Customer and/or the Security Party furnished
to CGC have been prepared on a basis consistently applied in accordance with generally accepted accounting principles in Malaysia
and to give a true and fair view of the results of its operations for that year and state of its affairs at the date of the said
financial statements, and in particular accurately disclose or reserve against all the liabilities (actual or contingent) of the
Customer and/or the Security Party as at such date and all material unrealised or anticipated losses from any commitment entered
into by it and which existed on that date; |
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(i) |
Material
Change in Financial Condition: there has been no material adverse change in the financial condition or operations of the
Customer or the Security Party since the date of the last audited financial statement furnished to CGC and that of its subsidiaries
taken as a whole; |
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(j) |
No
Security: save as previously disclosed in writing by the Customer to CGC prior to the date of execution of this Letter of
Offer, none of the assets and rights of the Customer are subject to, nor any of its assets bound by, any order, agreement or instrument
under which the Customer is required to create, assume or permit to arise any security interest; |
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(k) |
Information:
all information and documents furnished by the Customer in connection with the Financing Facility, the Security Documents and each
Security Party:- |
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(i) |
are up to date as at the date they were provided or as at the date to which they refer, and do not contain any untrue statement or omit to state any fact which makes any statements made therein in the light of the circumstances under which they are made misleading; |
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(ii) |
all expressions of expectations, intention, belief and opinion therein were honestly made on reasonable grounds after due and careful inquiry by the Customer, and |
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(iii) |
the Customer is not aware of any material facts or circumstances that have not been disclosed to CGC which might, if disclosed, adversely affect the decision of a person considering whether or not to provide finance to the Customer; |
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(l) |
Disclosure:
the Customer has fully disclosed in writing to CGC all facts relating to the Customer and the Security Party which the Customer knows
or should reasonably know and which are material for disclosure to CGC in the context of the Financing Facility, this Letter of Offer,
the Tawarruq Transaction Documents and/or the Security Documents; |
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(m) |
Title:
the Customer is the beneficial owner or has title to the Commodity Asset and all its assets; |
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(n) |
No Events of Default: no Events of Default has occurred and/or is continuing; |
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(o) |
Dissolution/Bankruptcy/Section 366 of the Comoanies Act: no steps have been taken or any legal proceedings
or applications have been started or threatened (i) to restructure debt of the Customer and/or any Security Party; (ii) in respect
of the Customer and/or Security Party under Section 366 of the Companies Act 2016; |
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(P) |
No Immunity: the Customer
and each Security Party is subject to civil and commercial law with regard to its obligations under this Letter of Offer, the Tawarruq
Transaction Documents and/or the Security Documents and the execution, delivery and performance of this Letter of Offer, the Tawarruq
Transaction Documents and/or the Security Documents constitute private and commercial acts rather than governmental or public acts
and neither the Customer, the Security Party nor any of their properties enjoy any immunity on the grounds of sovereignty or otherwise
in respect of its obligations under this Letter of Offer, the Tawarruq Transaction Documents and/or the Security Documents; |
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(q) |
Conduct of Business: the Customer is conducting its business and operations in compliance with all applicable laws and authorisations; |
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(r) |
Connected Parties: to the best of the Customer’s knowledge and information, there is no infringement
of the provisions of the Islamic Financial Services Act 2013 (Act 759) and/or the Development Financial Institutions Act 2002; |
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(i) |
the Customer’s director(s) are not a close relative to any connected parties of CGC or any of CGC’s subsidiaries or entities controlled
by CGC; |
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(ii) |
it has no control over the CGC’s connected parties; |
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(iii) |
none of CGC’s commercial parties are interested as director, partner, executive officer, agent of or guarantor for the Customer, its holding
company and/or its ultimate holding company. |
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The Customer shall forthwith inform CGC if the above is otherwise and shall provide CGC with the names of the connected parties and their relationship thereto; |
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(s) |
Security Party: it is commercially beneficial to each Security Party to execute and perform the Security
Documents. The execution, delivery and performance of the Security Documents do not contravene or violate any laws in Malaysia, in
particular, Sections 224, 225 of the Companies Act 2016 of Malaysia or any other provisions thereof: |
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(t) |
Purpose
of the Financing Facility: that the Financing Facility is to be utilised solely for the Purpose as set out in Section 2
of Annexure II annexed hereto. |
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(u) |
No Arrangement or Moratorium: the Customer and the Security Party have not entered into or proposed to
enter into any arrangement or composition (voluntary or otherwise) with any of its creditors and no declaration has been made by any
competent court or authority in respect of a moratorium on the payment of indebtedness or other suspension of payments generally (if
applicable). |
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(v) |
No Judicial Management: no proposal has been made by the Customer and/or the Security Party to be placed
under judicial management and no resolution has been passed or application made for the Customer and/or the Security Party to be placed
under judicial management (if applicable). |
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| 6. |
Particular Covenants |
(a) |
The
Customer hereby expressly covenants with CGC that at all times during the continuance of the Financing Facility, the Customer
shall:- |
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(i) |
ensure at all times satisfactory conduct on all credit or financing facilities awarded to the Customer; |
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(ii) |
procure CGC’s written consent for any future financing whatsoever |
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(iii) |
comply with any directives of CGC which may be issued from time to time; |
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(iv) |
comply with the covenants set out in this Letter of Offer, the Tawarruq Transaction Documents and the Security Documents; |
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(v) |
utilise the Financing Facility for Shariah compliant purposes and operations only and the utilisation of the Financing Facility shall
be governed by and construed by such rules and directives (whether or not having the force of law) required or imposed on CGC and/or his/its
agents by governments, central banks or other appropriate authority; |
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(vi) |
ensure that at all times his/its obligations under this Letter of Offer, the Tawarruq Transaction Documents and the other Security Documents
to which he/it is a party to constitute direct and unconditional obligations of the Customer, |
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(vii) |
at all times during the Tenure
satisfy the Bank Negara Malaysia’s eligibility criteria as set out in Section 1 of Annexure I annexed hereto. |
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(viii) |
observe and perform all the terms and conditions contained in this Letter of Offer, the Tawarruq Transaction Documents and the Security
Documents; |
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(ix) |
observe and perform all the terms and conditions contained in this Letter of Offer, the Tawarruq Transaction Documents and the Security
Documents and on the part of the Customer or the Security Party to be observed and performed and not do or omit to do any act, matter
or thing which shall contravene the provisions of this Letter of Offer, the Tawarruq Transaction Documents and the Security Documents or of any act, ordinance, enactment, order, rule or regulation now or hereafter affecting the same.
The Customer shall at all times hereafter indemnify and keep indemnified CGC against all actions, proceedings, costs, expenses, claims
and demands in respect of such act matter or thing done omitted or suffered to be done in contravention of the said provisions. |
| 7. |
Restrictive
Covenants |
(a) |
The
Customer hereby covenants that during the continuance of this Letter of Offer and/or as long as any money remains to be paid by the
Customer under the Financing Facility, it will not without the consent in writing of CGC first had and obtained:- |
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(i) |
declare
or pay any dividend or bonus issue or make any distribution (be it income or capital in nature) if there is any monies outstanding
under the Financing Facility which is due and unpaid; |
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(ii) |
make
any prepayment or payment of any advance made by its shareholders, directors or related corporations or any other financing or indebtedness
if there is any monies outstanding under the Financing Facility which is due and unpaid; |
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(iii) |
allow
any change in its existing shareholders or their respective shareholdings and/or its directors and/or its management line-up; |
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(iv) |
add
to, delete, vary or amend its Constitution or change its financial year or the nature of its present business; |
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(v) |
permit
any form of merger, reconstruction, consolidation or amalgamation by way of a scheme of arrangement or otherwise or approve, permit
any transfer of any part of its issued capital; |
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(vi) |
pass
any resolution or make any application for the Customer to be placed under judicial management (if applicable); or |
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(viii) |
propose
to enter into or permit the entry of any arrangement or composition (voluntary or otherwise) with any creditors of the Customer (if
applicable). |
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| 8. |
Additional
Facility |
(a) |
Reutilisation |
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(i) |
At
any time during the Tenure, the Customer may, upon approval by CGC, reutilise the Financing Facility or any part thereof. Any reutilisation
of the Financing Facility or any part thereof shall be affected in the manner as CGC deems fit and in conformity with the principles
of Shariah. |
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(ii) |
For
the purpose of the abovesaid reutilisation, the Customer and/or CGC respectively shall execute Tawarruq Transaction Documents or any
other security documents as may be required subject to the terms and conditions as determined by CGC at its sole and absolute discretion. |
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(b) |
Additional (Increase Limit) Financing Facility |
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|
(i) |
At any time during the Tenure, the Customer may, upon approval by CGC, increase the limit of the Financing Facility. Any increase of the
Financing Facility shall be affected in the manner as CGC deems fit and in conformity with the principles of Shariah. |
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(ii) |
For the purpose of the abovesaid increase, the Customer and/or CGC respectively shall execute the Tawarruq Transaction Documents and other
related documents subject to the terms and conditions as determined by CGC at its absolute discretion. |
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| 9. |
Continuing Security |
(a)
| The security herein created is expressly intended to be and shall be held by CGC as a continuing security for all monies whatsoever now or hereafter from time to time owing and payable to CGC by the Customer under the provisions of this Letter of Offer, the Tawarruq Transaction Documents and/or other Security Documents whether alone or jointly and severally with another or others and whether as principal or surety notwithstanding that the Customer may at any time cease to be indebted to CGC for any period or periods of time and notwithstanding:- |
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(i) |
any account or accounts of the Customer with CGC may from any cause whatsoever cease to be current and notwithstanding any settlement
of account or accounts or otherwise; |
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(ii) |
any change by amalgamation, consolidation or otherwise which may be made in the constitution of CGC. |
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(b) |
This Letter of Offer shall be without prejudice to any security already given by the Customer and/or Security Party to CGC or any security which may hereafter be given to CGC whether the same be for securing payments of the Financing Facility together with all other costs and charges thereof or any other monies covenanted to be paid herein or whether it is taken as additional or collateral security or otherwise howsoever. |
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(c) |
Nothing herein contained shall prejudice or affect any lien to which CGC is entitled to or any other securities which CGC may at any time or from time to time hold for or on account of the monies hereby secured nor shall anything herein contained operate so as merge or otherwise prejudice or affect any guarantee, mortgage, charge, lien or other security which CGC may for the time being have for any monies intended to be hereby or otherwise secured or any right or remedy of CGC thereunder. |
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| 10. |
Covenant to provide further security |
(a) |
The Customer shall at any time if and when required by CGC so to do execute or cause the
Security Party to execute in CGC’s favour or as CGC shall direct such legal or other mortgages, charges, assignments, transfers or
agreements as CGC shall require on all the Customer’s and/or Security Party’s estate right, title and interest in any property or
assets or business now belonging to or which may hereafter be acquired by or belong to the Customer and/or Security Party (including any vendor’s lien) and the benefit of all licences
held in connection therewith to secure all moneys and liabilities hereby agreed to be paid or intended to be hereby secured, such mortgages,
charges, assignments, transfers or agreements shall be prepared by or on CGC’s behalf at the Customer’s and/or Security Party’s cost and
to contain all such terms and conditions for CGC’s benefits as CGC may reasonably require. |
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|
(b) |
In furtherance of Section 10(a) of Annexure III above, CGC may require the Customer
and/or the Security Party to deposit with CGC the documents of title of any or all immovable properties vested in the Customer and/or
the Security Party for any tenure and all or any debentures, shares, stocks or other investments or securities registered in the Customer’s
and/or the Security Party’s name or otherwise belonging to the Customer and/or the Security Party. Such deposit may be by way of collateral
security for the payment of the moneys and liabilities hereby secured and may also or otherwise be for the purpose of securing any
other moneys payable to CGC and not secured hereby |
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| 11. |
Events of Default |
(a) |
CGC may by notice to the Customer declare an Event of Default has occurred if at any time and for any reason, any one (1) of the following events occurs at once or at any time thereafter:- |
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(i) |
if the Customer and/or the Security Party shall default in the payment to CGC of any payment due and payable or any other moneys herein
covenanted to be paid after the same shall have become due by the Customer to CGC whether formally demanded or not; |
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(ii) |
if the Customer and/or the Security Party ceases or threatens to cease to utilise the Financing Facility
for the Purpose stipulated in Section 2 of Annexure II annexed hereto; |
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(iii) |
if the Customer and/or Security Party shall fail to observe or perform any covenants, undertaking, stipulation, term and condition to
be observed or performed herein; |
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(iv) |
if a distress or execution or other process of a court of competent jurisdiction is levied upon or issued against any property of the
Customer and/or Security Party and such distress, execution or other process, as the case may be, is not satisfied by the Customer and/or
Security Party within seven (7) days from the date thereof; |
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|
(v) |
if the Customer and/or Security Party or any other party to any Security Documents executed in
respect of the Financing Facility commits or threatens to commit a breach of any term, representations and warranties, stipulation,
covenant or undertaking herein contained or in such other agreement or security document entered into between CGC and the Customer
or Security Party or such other party pursuant to this Letter of Offer and in the opinion of CGC has failed to remedy or take
adequate steps to remedy the same within seven (7) days after notice from CGC; |
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|
|
(vi) |
if
CGC has been misrepresented, wilfully misled or pertinent information has been withheld by the Customer and/or Security Party with
regard to any request for the disbursements of the Financing Facility and/or the existing position of the Customer and/or Security
Party(ies); |
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|
(vii) |
if
any statement, representation or warranty made in connection with the execution and delivery of this Letter of Offer, the Tawarruq
Transaction Documents and/or the Security Documents or in connection with any request for the disbursement hereunder shall be found
to be untrue and incorrect; |
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|
(viii) |
if
any step or action is taken or a resolution is passed for the bankruptcy of the Customer and/or the Security Party or a petition
for bankruptcy, as the case may be, is presented against the Customer and/or the Security Party or, if such proceeding or action
has been taken by the Customer and/or the Security Party and such steps or petition is not discharged or stayed within twenty one
(21) days from the date of the taking of such step or petition; |
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(ix) |
if
for any reason any guarantee or security given to CGC for the payment of the Financing Facility shall be terminated or shall lapse
for any reason whatsoever or if the Customer and/or the Security Party shall be in default under the terms of such guarantee or dies
or becomes of unsound mind or incapacitated or commits any act of bankruptcy; |
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(x) |
if
any of the Customer’s and/or the Security Party’s other indebtedness to (aa) CGC; or (bb) any third party or parties, becomes capable
of being declared due prematurely in accordance with the relevant terms thereof by reason of the Customer’s and/or the Security Party
default or failure to make any payment in respect thereof on the due date for each payment or if due on demand when demanded or
the security for such indebtedness becomes enforceable; |
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(xi) |
If,
by reason of any change after the date of this Letter of Offer in any applicable law, regulation or regulatory requirement or, in
the interpretation or application thereof of any governmental or other authority charged with the administration thereof it shall
become unlawful for CGC to comply with its obligations herein or to continue to make available the Financing Facility; |
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(xii) |
if
any related subsidiaries/associates companies as defined in the Companies Act 2016 fails
to pay on due date any moneys payable under any agreement or arrangement with any other lender/creditor/financier; |
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(xiii) |
if
the Customer and/or the Security Party shall have been listed as a bad cheque offender by the Dishonoured Cheques Information System
(DCHEQS) set up by Bank Negara Malaysia; |
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(xiv) |
if,
in the opinion of CGC, its security hereunder is in jeopardy and notice thereof is given to the Customer and/or the Security Party;
and |
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(xv) |
any
other event or events occur or circumstances arise which in the sole opinion of CGC give reasonable grounds for believing that (aa)
it is improbable that the Customer and/or the Security Party will be able to perform any of its obligations under this Letter of
Offer, the Tawarruq Transaction Documents or the relevant Security Documents; or (bb) it is improbable that any security party for
the Financing Facility will be able to perform any of its obligations under this Letter of Offer, the Tawarruq Transaction Documents
or the relevant Security Documents; or (cc) the Customer may not (or may be unable to) duly and punctually perform or comply with
its obligations under this Letter of Offer, the Tawarruq Transaction Documents or the relevant Security Documents; or (dd) any Security
Party for the Financing Facility may not (or may be unable to) duly and punctually perform or comply with its obligations under the
relevant Security Documents for any reasons whatsoever acceptable to the principles of Shariah. |
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(xvi) |
if
any step is taken (aa) to appoint a receiver or a receiver and manager or liquidator to take over or wind-up the Customer (bb) for
any proposal by the Customer to be placed under judicial management or to pass any resolution or make any application for the Customer
to be placed under judicial management; or (cc) to propose to enter into or permit the entry of any arrangement or composition (voluntary
or otherwise) with any creditors of the Customer and no declaration has been made by any competent court or authority in respect
of a moratorium on the payment of indebtedness or other suspension of payments generally (applicable). |
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(b) |
The
Customer and/or Security Party undertakes to indemnify and keep CGC indemnified against any cost, claim, loss, expense (including
legal fees) or liability together with any value added tax thereon, which it may sustain or incur as a consequence of the occurrence
of any Event of Default as set out herein. |
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| 12. |
CGC’s Right Upon |
(a) |
Upon
an Event of Default:- |
| |
Events of Default |
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(i) |
CGC
shall have the absolute right by notice in writing to the Customer to determine the Financing
Facility, this Letter of Offer, the Tawarruq Transaction Documents and/or the Security Documents
or to refuse to disburse the Financing Facility or any part thereof and whereupon CGC’s Sale
Price, any Late Payment Charges thereon or any other fees or charges payable under the Financing
Facility shall become immediately payable under the provisions of this Letter of Offer, the
Tawarruq Transaction Documents and/or the relevant Security Documents.
|
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|
(ii) |
Upon
the giving of such notice, any part of the undisbursed Financing Facility shall be set off, but any part of the Financing Facility
already disbursed shall become due and immediately payable on demand. |
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(iii) |
CGC’s
right to determine the Financing Facility, this Letter of Offer under Section 12 (a)(i) and (a)(ii) of Annexure III hereof
includes the right to terminate the Financing Facility, this Letter of Offer and demand for the full payment of the Customer’s
Indebtedness. |
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(iv) |
CGC
shall have the right to declare the security hereby created as enforceable. |
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| 13. |
Remedies
of CGC |
|
(a) |
Upon
demand and/or the occurrence of any Event of Default, CGC shall be entitled to exercise such rights and remedies that are available
to it under this Letter of Offer, the Security Documents and/or the Tawarruq Transaction Documents and/or at law including any of
the following rights and powers:- |
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(i) |
the
right to sue and institute by way of a civil suit or action for the recovery of the Indebtedness concurrently with any of the other
rights and remedies of CGC herein or at law; and |
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(ii) |
the
Customer shall and hereby expressly agree covenant and undertake to do and execute or cause the Security Party(ies) as the case may
be, to do and execute all acts, deeds, instruments and things which CGC may require or stipulate for the purpose of effecting and/or
completing anything and/or any transaction mentioned in this Section 13 of Annexure III. |
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| 14. |
Concurrent
Remedy |
Notwithstanding
any provision hereof, it is hereby expressly agreed that upon occurrence of an Event of Default, CGC shall thereafter have the right
to exercise all or any of the remedies available under this Letter of Offer, the Tawarruq Transaction Documents and any Security
Documents or by law statute or otherwise and shall be entitled to exercise such remedies concurrently, including pursuing all remedies
available under and pursuant to this Letter of Offer and/or the Security Documents and/or the Tawarruq Transaction Documents
and/or civil suit and/or pursuant to any statute or otherwise to recover amount due and payable by the Customer to CGC in the event
CGC does not wish to exercise such remedies concurrently CGC shall be entitled to institute civil suits against the Customer or the
Security Party or any party providing security to recover all monies outstanding or to dispose of or realise any security herein
provided in such manner or order as it may determine at its sole and absolute discretion. |
| 15. |
Rehabilitative
Measures |
(a) |
Rescheduling |
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(i) |
Subject
to CGC’s discretion, CGC may agree to extend or reschedule the payment period of the Indebtedness without any increase to the
CGC’s Sale Price, CGC shall have the right to demand for additional securities as specified in Section 10 of Annexure III
to facilitate the rescheduling to secure the Indebtedness. |
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(b) |
Restructuring |
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|
(i) |
Subject
to CGC’s discretion, CGC may agree to settle the Indebtedness of the Customer by entering into a new contract with the Customer that
may result in a new Indebtedness secured in the new contract subject to the terms and conditions contained thereof. |
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(c) |
Hiwalah
(Transfer/Assignment of Debt) |
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(i) |
Subject
to CGC’s discretion, CGC may agree to the Customer transferring the obligation to pay CGC’s Sale Price under this Letter of Offer
to a third party. The Indebtedness shall be secured in the Hiwalah executed between CGC and the third party who have agreed to take
over the obligation for the Indebtedness. |
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| 16. |
Rebate
(Ibra’) |
(a) |
CGC
shall grant rebate (Ibra’) to the Customer on CGC’s Sale Price and/or any other monies remaining unpaid by the
Customer in the following circumstances: |
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|
(i) |
*Difference
between the amount of Profit calculated based on Celling or Contracted Profit Rate (“CPR”) and Effective Profit
Rate |
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(ii) |
The
difference between amount of profit calculated based on CPR and EPR shall be waived by CGC by way of Ibra’ upon receipt by CGC of
the amount payable by the Customer or end of Tenure, whichever is earlier. |
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*
(applicable for variable rate financing) |
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(b) |
Partial
Settlement |
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|
(i) |
The
Custorner shall be allowed to request for partial settlement of CGC’s Sale Price at any time during the Tenure by giving advance
written notice to CGC. Payment of the partial settlement amount (“Partial Settlement Amount”) must be made on the date
as determined by CGC. |
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(ii) |
In
the event the Customer exercises its right as above, the profit portion that is calculated on the Partial Settlement Amounts, from the
date of receipt of the said Partial Settlement Amount until the end of Tenure or upon receipt of the Partial Settlement Amount (for Early
Settlement (as defined hereinafter)), whichever is earlier, shall be waived by CGC by way of Ibra’. The said waiver by CGC shall
be upon receipt of the Partial Settlement Amount or the end of Tenure, whichever is earlier. |
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|
(c) |
Early Settlement or Events of Default |
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|
(i) |
The Customer shall make full settlement of the outstanding balance (“Early Settlement”) before expiry of the Tenure in either the following events: |
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|
(i-i) |
the Customer requests for an Early Settlement by way of an Early Settlement Notice; |
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(i-ii) |
Early Settlement due to financing restructuring exercise; |
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(i-iii) |
Early Settlement in the Event of Default; and/or |
| |
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|
(i-iv) |
Early Settlement in the event of termination of this Letter of Offer before expiry of the Tenure for any other reason whatsoever. |
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|
(ii) |
CGC shall grant an Ibra, on CGC’s Sale Price upon receipt of the Early Settlement amounts pursuant to: |
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|
(ii-i) |
the Customer exercising its right for Early Settlement as stated above; or |
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(ii-ii) |
CGC exercising its right to terminate the Financing Facility upon Events of Default. |
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|
(iii) |
Cancellation of Financing Facility pursuant to expiry of availability period: |
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|
| |
|
|
|
(iii-i) |
if the Financing Facility is cancelled by CGC within the availability period, the profit portion calculated on the undisbursed amount shall be waived by CGC by way of Ibra’; |
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|
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(iii-ii) |
in accordance with methods and formula as set out in this Letter of Offer or such other methods and formula adopted by CGC or as approved by Bank Negara Malaysia and/or SAC BNM |
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(d) |
CGC’s calculation of such Ibra’ shall be treated as final and binding. |
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(e) |
It is hereby acknowledged and agreed that the rebates referred to herein shall not be construed in any manner whatsoever as cash rebate payable to the Customer, but shall be reflected as a reduction in the profit element of CGC’s Sale Price. The rebate shall only be deemed granted upon receipt of the settlement or redemption sum as determined by CGC based on the following formula: |
| |
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|
|
Outstanding
CGC’s Sale
Price |
LESS |
Outstanding
Approved
Financing
Amount |
LESS |
Other
Amount
Due to
CGC |
|
| |
|
|
| |
|
CGC’s calculation of Ibra’ for variable financing |
| |
|
|
(i) |
The calculation for variable financing shall be in accordance with
the formula as provided under the Guidelines on Ibra’ (Rebate) for Sale-Based Financing issued by Bank Negara Malaysia. |
| |
|
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| 17. |
Cross Default |
The Customer hereby expressly agrees that if any sums shall be due from the Customer to CGC from time to time or at any time or if the Customer may be or become liable to CGC anywhere on financing account or any other account current or otherwise in any manner whatsoever or if default is made in any provisions of such account or in any other financing facilities granted by CGC to the Customer or in any of the provisions herein, then in any such event, the moneys hereby secured together with all moneys payable under such account or other financing facilities aforesaid shall immediately become due and payable and the security herein shall become immediately enforceable. |
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| 18. |
Remedies and Waivers |
No relaxation, forbearance, indulgence, failure or delay on the part of CGC in exercising nor any omission to exercise any right, power, privilege or remedy accruing to CGC under this Letter of Offer and/or the Tawarruq Transaction Documents and/or the other Security Documents or any security in favour of CGC upon any default on the part of the Customer and/or the Security Party shall impair any such right, power, privilege or remedy or be construed as a waiver thereof or an acquiescence in any default affect or impair any right, power, privilege or remedy of CGC in respect of any other or subsequent default nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any other rights or remedies provided by law. |
| |
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| 19. |
Reconstruction of the Customer and/or the
Security Party or CGC |
The securities, rights, liabilities and/or obligations created by this Letter of Offer shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation, re-construction, restructuring or otherwise which may be made in the constitution of CGC and similarly the liabilities and/or obligations created by this Letter of Offer shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation, re-construction, restructuring or otherwise howsoever in the constitution of the Customer and/or the Security Party and it is expressly declared that no change of any sort whatsoever in relation to or affecting the Customer and/or the Security Party shall in any way affect the securities, liabilities and/or obligations created hereunder in relation to any transaction whatsoever whether past, present or future. |
| |
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|
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| 20. |
Successors, Indorsees And Assigns |
(a) |
This Letter of Offer shall be valid and binding upon and endure to
the benefit of the Customer and/or the Security Party and CGC and their respective successors in title and indorsees, and in the case
of CGC, its assigns. |
| |
|
(b) |
CGC may at any time without the consent or concurrence of the Customer and/or the Security Party be at liberty to assign or to transfer their rights and obligations hereunder. |
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|
(c) |
The Customer and/or the Security Party shall not assign or transfer its rights hereunder or any interest herein. |
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|
|
| 21. |
Modification
and Indulgence |
(a) |
CGC may and without in any way affecting the security hereby created:- |
| |
|
|
(i) |
determine, modify, restructure, vary or increase any financing or other
facility granted to the Customer and may open or continue any account or accounts (or both) with the Customer at any branch or branches
of CGC, |
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(ii) |
grant to the Customer or the Security Party or any other person any
time or indulgence; |
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|
(iii) |
deal with, exchange, release or modify or abstain from perfecting or
enforcing any security or other guarantee or right it may now or at any time hereafter or from time to time have from or against the Customer
or the Security Party or any other person; |
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(iv) |
enter into any deed of composition with the Customer and/or the Security
Party; |
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(v) |
renew any bill, notes or other negotiable security. |
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| 22. |
Variation
of The Terms of This Letter of Offer |
(a) |
It is hereby expressly agreed and declared by the parties hereto that the terms of this Letter of Offer and/or the Tawarruq Transaction Documents and/or the Security Documents, premised on the Shariah principle of contract is based on mutual consent, may be varied in the manner acceptable to CGC and thereupon such amended details of this Letter of Offer and/or the Tawarruq Transaction Documents and/or the Security Documents shall be deemed to become effective and shall be read and construed as if such amended details have been incorporated in and had formed part of this Letter of Offer and/or the Tawarruq Transaction Documents and/or the Security Documents at the date of execution thereof. |
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(b) |
Such variation or amendment may be varied by way of correspondences, supplemental letters, supplemental agreements or any other documents at CGC’s discretion. |
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| 23. |
Certificate
of Indebtedness |
(a) |
In any proceedings relating to this Letter of Offer, a statement as to any amount due to
CGC under this Letter of Offer that is certified as being correct by an authorised officer of the CGC shall, unless otherwise
provided in this Letter of Offer, and save for manifest error, be conclusive and binding on the Customer for whatever purposes including as being conclusive evidence of Indebtedness
in the court of law. |
| |
|
(b) |
The statement referred to above may be in the form of a computer generated
statement or notice which requires no signature or which contains a printed or facsimile signature, as the case may be, at the sole and
absolute discretion of CGC and IT IS HEREBY EXPRESSLY AGREED that such a statement or notice shall be a valid and binding statement or
notice to the Customer pursuant to the terms herein. |
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|
|
|
| 24. |
Severability |
Any term, condition, stipulation, provision, covenant or undertaking contained herein which is illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the remaining provisions hereof and such illegality, prohibition or unenforceability in any jurisdiction shall not invalidate or render illegal, void or unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction. |
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| 25. |
Taxes |
(a) |
The Customer shall pay any applicable taxes in respect of the execution,
delivery, performance, release, discharge, amendment, enforcement or attempted enforcement or otherwise in respect of any of the following: |
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|
(i) |
this Letter of Offer or the Tawarruq Transaction Documents or the Security
Documents; and |
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|
(ii) |
any agreement or document entered into or signed under any of the Security
Documents. |
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(b) |
The Customer
shall pay any applicable fines, penalties and other costs in respect of a failure to pay any tax described in Section
25(a) of Annexure III herein. |
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(c) |
The Customer
shall indemnify and keep indemnified and save harmless CGC against any amount payable under Section 25(a) or Section 25(b) of
Annexure III herein or both. |
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|
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| 26. |
Right to Set-Off
or Consolidate Accounts |
(a) |
It is hereby expressly agreed and declared that unless CGC otherwise
agrees any security whether given now or hereafter shall not be discharged or released except on payment of not only all monies secured
hereby but also all monies whatsoever and howsoever due or payable or due from the Customer(s) to CGC (whether such liability be present,
future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other account or accounts
of whatsoever nature (whether current, deposit or financing account), agreement or contract or otherwise with CGC. |
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(b) |
Without prejudice to any other remedies which CGC may have, CGC shall
have the right at its sole and absolute discretion to: |
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|
(i) |
withhold, combine, consolidate or merge any or all accounts of the
Customer with CGC of whatsoever nature (whether current, deposit or financing account), at any branch of CGC with any liabilities of the
Customer (whether such liability be present, future, actual, contingent, primary, secondary,
collateral, secured or unsecured, several or joint) under any account (whether current, deposit or financing documents), or contract or
otherwise with CGC; and |
| |
|
|
(ii) |
upon CGC giving seven (7) calendar days’ prior written notice to the
Customer, debit, transfer and/or set-off from any account of the Customer with CGC where so ever situated (whether current, deposit, financing
or of any other nature whether in Ringgit or any other currency), any available balance or any sum (standing to the credit of any such
accounts, agreement or contract in or towards the satisfaction of the total monthly payments and/or the Indebtedness of the Customer. |
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(c) |
Such right shall be exercised by CGC at its discretion following an
occurrence of an Event of Default and it is hereby agreed and declared that the Customer shall not be entitled to require the release
of any security provided to CGC except on payment by the Customer to CGC of not only all monies referred to herein but also all monies
whatsoever or howsoever payable or due from the Customer to CGC under any other account whether as a customer, guarantor or security provider. |
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| 27. |
Guidelines on Credit Transactions and Exposures with Connected
Parties for Islamic Banks by Bank Negara Malaysia (BNM) (“Guidelines”) |
The Customer hereby declares that the Customer and/or the Security Party has had notice of the Guidelines and hereby agrees that the approval and operation or utilisation from time to time of the Financing Facility is strictly conditional on the Customer’s and/or the Security Party’s representation and undertaking that it shall not infringe, contravene nor be in breach of the Guidelines and/or of any replacement guidelines/specifications/circulars issued pursuant to the Islamic Financial Services Act 2013 and/or the Development Financial Institutions Act 2002 and also hereby undertakes to advise CGC if any of infringement as set out in the said Guidelines is established or discovered at any time. If at any time during the continuance of this Financing Facility CGC discovers that there had been an infringement of the said Guidelines and/or that the continued utilisation of the Financing Facility shall be in violation of the said Guidelines CGC shall be entitled forthwith to exercise all of its rights contained herein. |
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|
| 28. |
Applicable Law |
The
parties hereto agree that this Letter of Offer shall be governed by the laws of Malaysia and agree to submit to the jurisdiction of
the Courts of Malaysia and further agree that service of any notice and/or Legal Process may be effected in the manner set out in Section
29 of Annexure III. |
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|
| 29. |
Service of Notices and Legal Process |
(a) |
Each communication to be made under this Letter of Offer shall be made
in writing and in the case of CGC, shall be under the hand of any manager or other authorised officer of CGC or a solicitor or firm of
solicitors purporting to act for CGC and, unless otherwise stated, shall be by fax or letter, to the addresses specified in the this Letter of Offer or to such other address as the
other party might have notified the party giving the notice. |
| |
|
(b) |
Any such notice or request shall be deemed to have been sufficiently
given, or made and be deemed received by the party to whom it is given: |
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(i) |
if delivered by hand, when so delivered; or |
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(ii) |
if sent by post, on the second Business Day after posting: or |
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(iii) |
in the case of telex or cable, on the Business Day immediately after
transmission; or |
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(iv) |
if sent by facsimile on the Business Day immediately after transmission
provided that CGC has received an answer back confirmation. |
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(c) |
In the event of a change in the address or facsimile number of the
Customer, the Customer shall as soon as practicable but in any event at least seven (7) days prior to such change notify CGC in writing
of such change. |
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(d) |
No change in
the Address for Service or facsimile number howsoever brought about shall be effective or binding on CGC unless the Customer has
given to CGC pursuant to Section 29(c) of Annexure III hereof actual notice of the change of the Address for Service or facsimile
number and nothing done in reliance of any of the provisions herein shall be affected or prejudiced by any subsequent change in the
Address for Service over which CGC has no actual knowledge at the time the act or thing was done or carried out. |
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|
Provided that any communication or document to be made or delivered
to CGC shall be effective only when received, and then only if it is expressly marked for the attention of the department or officer identified
with the relevant officer’s signature below (or such other department or officer as CGC shall from time to time specify for this purpose). |
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(e) |
Any notice
or other communication to be given under or in respect of this Letter of Offer shall be delivered, given or sent to the addressee
at the address or facsimile number (or such other address or facsimile number as the addressee may give notice to the other party
in accordance with Section 29(c) of Annexure III hereof from time to time) set out hereinbefore. |
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(f) |
CGC shall have absolute discretion whether to accept, or rely or act
upon any communication received via telephone or email and shall be entitled to request verification of any such communication by any
method CGC deem appropriate. |
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(g) |
The service of any Legal Process may be given by prepaid registered
or ordinary post sent to the Customer and/or the Security Party at the address herein stated and such Legal Process shall be deemed to
have been duly served after the expiration of five (5) days from the date it is posted and no change in the Customer’s and/or the Security Party’s address herein stated
or change howsoever brought about shall be effective or binding on CGC unless actual notice of the change of address has been given to
CGC. |
| 30. |
Counterparts |
This Letter of Offer may be executed in any number of counterparts, and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Letter of Offer. |
| |
|
|
| 31. |
Disclosure of Information |
(a) |
The Customer and/or Security Party hereby agrees that as long as the agreement constituted by the acceptance of this Letter of Offer continues
and/or as long as any monies due thereunder romain outstanding, CGC shall be entitled to process and disclose personal data and/or information
on the Customer’s affairs (including the Customer’s accounts and/or future accounts) with CGC to: |
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(i) |
any Security Party; or |
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(ii) |
the Credit Bureau, Dishonoured Cheques Information System (DCHEQS) and the Central Credit Reference Information System (CCRIS) of Bank
Negara Malaysia or such other authority or body established by Bank Negara Malaysia or such other authority having jurisdiction over CGC;
or |
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(iii) |
other body or authority or party to whom CGC is associated with; or |
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(iv) |
a potential assignee or other person posing to enter into contractual arrangement with CGC; or |
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(v) |
subject to the provisions of the Islamic Financial Services Act 2013 and Development Financial Institutions Act 2002 and any regulations
from Bank Negara Malaysia, companies which are now or which in the future may be subsidiaries within the banking group of CGC. |
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(b) |
The Customer
hereby expressly consents to such disclosure and hereby confirms and declares that no further consent from the Customer is necessary
or required in relation thereto. Where it appears in this Section 31 of Annexure III, the terms ‘personal data’ and ‘process’
shall have the same meaning ascribed to them in the Personal Data Protection Act 2010. |
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| 32. |
Disclaimer
of Reliance |
The Customer acknowledges that the Customer has not relied upon any representations, warranties or advice whatsoever expressly or impliedly made by CGC or its officers, employees or agents prior to signing of this Letter of Offer and hereby absolves CGC or its officers, employees or agents from any liability and/or responsibility in respect of any negligence, misrepresentation and/or misstatement. By signing this Letter of Offer, the Customer declares that the Customer has read this Letter of Offer in its entirety, understands the nature and effect of the contents of this Letter of Offer and is signing this Letter of Offer of its own free will and consent. |
| |
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| 33. |
Completion
of Murabahah and this Letter of Offer |
Upon settlement of CGC’s Sale Price and subject to there being no breach of the terms of this Letter of Offer committed by the Customer
as contained herein, the Murabahah transaction and obligations of the Customer under this Letter of Offer is deemed completed. |
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|
[End of Annexure III]
ANNEXURE IV
(to be read and construed
as an integral part of this Letter of Offer)
DEFINITION & INTERPRETATION
In this Letter of Offer where the context so admits, the following
expressions shall have the meaning designated unless otherwise distinguished:-
| Address for Service | a) | CGC:
The address as stated in this Annexure IV; |
| | | |
| | b) | Customer: The address as stated in this Letter of Offer; |
| | | |
| Annexures | means the annexures appended to this Letter of Offer comprising the
Annexure I (Specific Terms and Conditions), Annexure II (Terms and Conditions of Tawarruq Financing Facility), Annexure III (General Terms
and Conditions) and Annexure IV (Definition & Interpretation); |
| | |
| Appendices | means the appendices appended to this Letter of Offer comprising the
Security Documents and the Tawarruq Transaction Documents; |
| | |
| ’Aqd | means contract that consists of the Ijab (Offer) and Qabul (Acceptance)
between the contracting parties; |
| | |
| Ceiling/Contracted Profit Rate | means the ceiling or contracted profit rate as set out in Paragraph
1(f) of this Letter of Offer; |
| | |
| CGC | means CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD [Registration No.
197201000831 (12441-M)] a company registered under the Companies Act, 1965 (and deemed registered under the Companies
Act, 2016) and having its registered office at Level 14, Bangunan CGC, Kelana Business Centre, 97, Jalan SS7/2, 47301
Petaling Jaya, Selangor Darul Ehsan including CGC’s assigns and successors-in-title; |
| | |
| CGC’s Purchase Price | means the purchase price of the Commodity Asset equivalent to the Approved
Financing Amount as set out in Paragraph 1(d) of this Letter of Offer payable by CGC to the Commodity Trader subject to the terms of this
Letter of Offer; |
| | |
| CGC’s Sale Price | means the sale price payable by the Customer to CGC as set out in Paragraph
1(e) of this Letter of Offer for the sale of the Commodity Asset by CGC to the Customer; |
| | |
| Business Day | means a day on which banks and financial institutions are open for
transaction of business of the nature required under this Letter of Offer; |
| | |
| Commodity Asset | in relation to the Murabahah transaction, means the commodity
as acceptable to CGC particularly as referred in Section 3 of the Murabahah Sale ‘Aqd annexed hereto
in Appendix I; |
| | |
| Commodity Trader | means any commodity trader, supplier or broker acceptable to CGC for the purpose of buying or selling of the Commodity Asset; |
| | |
| Conditions Precedent | means the conditions referred to in Paragraph 6 of this
Letter of Offer and the Annexure I (Specific Terms and Conditions) which must be fulfilled
and performed by the Customer before CGC proceeds with its disbursement of the Financing Facility; |
| | |
| Customer | the party whose particulars are set out in this Letter of Offer and includes its successors in title and permitted assigns, heirs and/or
personal representatives; |
| | |
| E-Certificate | means the certificates generated by Bursa Suq Al-Sila’ in relation to the Commodity Asset’s trading and transfer of ownership pursuant
to this Letter of Offer as annexed hereto in Appendix I; |
| | |
| Early Settlement | means settlement of the Indebtedness prior to maturity of the Tenure; |
| | |
| Early Settlement Notice | means a written notice given by the Customer to CGC of the Customer’s intention to make Early Settlement; |
| | |
| Effective Profit Rate | means the Effective Profit Rate as set out in Paragraph 1(f) of this Letter of Offer for the calculation of payment due and payable to
CGC pursuant to the Facility; |
| | |
| Events of Default | means committal (whether by acts or commission or omission)
by the Customer of any breach of the terms of this Letter of Offer including the happening of any event
specified in Section 11 of Annexure III (General Terms and Conditions); |
| | |
| Financing Facility | means the Tawarruq Financing-i Facility made or to be made
available by CGC to the Customer under the Shariah principle of Murabahah, for the Shariah compliant
purpose, in the maximum aggregate amount as set out in Section 2 of Annexure III (General Terms
and Conditions); |
| | |
| Hiwalah | means assignment of debt from the liability of the original debtor to the liability of a third person so that the original debtor becomes
free of liability; |
| | |
| Ibra’/Rebate | means waiver on right of claim granted by a person to another person that has an obligation (Zimmah) which is due to him; |
| | |
| Ijab | means the offer by CGC to the Customer in Murabahah transaction under the Tawarruq Financing-i Facility; |
| | |
| Indebtedness | the CGC’s Sale Price and includes all other amount due and payable to CGC under the Financing Facility; |
| | |
| Late Payment Charges | Means late payment charges that comprise of compensation
(ta’widh) and penalty (gharamah) as particularised in Section 4(a) of Annexure III (General
Terms and Conditions) herein; means a legally binding contract according to Shariah principles; |
| | |
| Lazim Legal Process | means the pleadings, all forms of originating process, interlocutory applications of whatever nature, affidavits, orders and such documents
which are required to be served under the Rules of Court and include any notice required to be given to any party under the Security Documents
and correspondences between the parties hereto, notices under the Companies Act, 2016, the Insolvency Act, 1967 together with the rules
made thereunder and any other relevant laws; |
| | |
| Letter of Offer | means this letter(s) of offer issued by CGC including all the Annexures and Appendices herein and accepted by the Customer and includes
any amendment, variation or supplement hereto; |
| | |
| Material Adverse Effect | means any material situation or circumstances that in the opinion of CGC affects the Tawarruq Financing-i Facility and prejudices or threatens
to prejudice the interests of CGC as financier; |
| | |
| Maturity Date | means the last day of the Tenure and on which day the Financing Facility and all other sums whatever and howsoever due and payable to
CGC; |
| | |
| Month | means a calendar month; |
| | |
| Murabahah | means a sale and purchase of the Commodity Asset where the acquisition cost and the mark-up are disclosed to the Customer; |
| | |
| Murabahah Sale ‘Aqd | In relation to the Murabahah transaction, means the Murabahah Sale ‘Aqd executed between CGC and the Customer for the Commodity Asset evidenced
by the e-certificates generated by Bursa Suq Al-Sila’ and payment of CGC’s Sale Price by the Customer to CGC; |
| | |
| Purchase Request | In relation to the Murabahah transaction means the purchase
request issued by the Customer to CGC in the Tawarruq Transaction Documents as appended in Appendix
I; |
| | |
| Purchase Undertaking | In relation to the Murabahah transaction means the undertaking
to purchase the Commodity Asset issued by the Customer to CGC in the Tawarruq Transaction Documents
as appended in Appendix I; |
| | |
| Purpose | the purpose of the Financing Facility as stated in Paragraph 1(c)
hereof and referred to in Section 2 of Annexure II (Terms and Conditions of the Tawarruq Financing Facility); |
| | |
| Qabul |
means the Customer’s acceptance of CGC’s offer in Murabahah transaction under the Tawarruq Financing-i Facility; |
| |
|
| Ringgit Malaysia or ‘RM’ |
means the lawful currency of Malaysia; |
| |
|
|
| Rules of Court |
the Rules of Court 2012 and include any statutory amendment or re-enactment thereof. |
| |
|
| Sahih |
means a legally valid contract according to Shariah principles in which all the required elements of the contract are present; |
| |
|
| Security Documents |
collectively means the security documents as stated in Paragraphs 4(a) to 4(c) of this Letter of Offer and any other security documents executed and/or required to be executed as CGC deems fit hereunder now and hereafter; |
| |
|
| Security Party |
means the Customer, guarantor(s) and/or any party or parties providing or which shall hereafter from time to time provide any security or guarantee in favour of CGC to secure the payment of the Indebtedness; |
| |
|
| Tawarruq |
means the arrangement that involves sale of an asset to the purchaser on a deferred basis and subsequent sale of the asset to a third party on a cash basis to obtain cash or vice versa; |
| |
|
| Tawarruq Transaction Documents |
collectively means the transaction documents described in Paragraph 4(d) of this Letter of Offer and includes any other documents as determined by CGC from time to time. The Tawarruq Transaction Documents shall be taken and construed as an integral part of this Letter of Offer. |
| |
|
| Tenure |
means the period of time as stated in Paragraph 1(h) of this Letter of Offer; |
| |
|
| Wa’d |
means promise or undertaking given by the Customer in this Letter of Offer; |
| |
|
| Wakil (Agent) |
means the party appointed as agent under the Wakalah (agency) contract as set out in the Tawarruq
Transaction Documents as appended in Appendix I; |
| |
|
| Wakalah |
means Wakalah contract i.e. the appointment of CGC as agent set out in the Tawarruq Transaction Documents or such other format acceptable to CGC. |
[End of Annexure IV]
APPENDIX I
(to be read and construed as an integral part of
this Letter of Offer)
TAWARRUQ TRANSACTION DOCUMENTS
(in connection to the sale and purchase of commodity as the underlying
asset in the Murabahah sale transaction)
| 4. | Bursa Suq Al-Sila’ E-Certificates |
| * | For master Tawarruq, each of the TAWARRUQ TRANSACTION DOCUMENTS
may be assigned with a serial number indicating the series of transactions that occur for each Tawarruq transaction. |
PURCHASE UNDERTAKING
(which shall be taken and construed as an integral
part of this Letter of Offer)
Dated:
From:
SAGTEC GROUP SDN. BHD. (1283508-P)
A-35-13A, United Point Residence,
No. 10, Jalan Lang Emas,
Segambut,
51200 Kuala Lumpur,
Wilayah Persekutuan.
To:
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831 (12441-M)]
Level 14, Bangunan CGC,
Kelana Business Centre, 97,
Jalan SS7/2, 47301 Petaling Jaya.
(hereinafter referred to as “CGC”)
Dear Sirs,
TAWARRUQ FINANCING FACILITY
LETTER OF OFFER DATED 13/11/2020 (“Letter of Offer”)
| 1. | Terms defined in the Letter of Offer have the same meanings
when used in this Purchase Undertaking. |
| 2. | By this letter, I/We irrevocably and unconditionally: |
| i | undertake to purchase the Commodity Asset from CGC after
CGC have purchased the Commodity Asset from the Commodity Trader acceptable to CGC. |
| ii | shall indemnify and keep CGC indemnified against all losses,
actions, proceedings, claims, demands, costs, damages and/or expenses (including legal costs on a full indemnity basis) which CGC may
incur, suffer or sustain by reason of any breach of our undertaking contained in this Purchase Undertaking. |
| 3. | This Purchase Undertaking shall be irrevocable upon issuance
and shall be binding on me/us as the Customer. |
Yours faithfully
SAGTEC GROUP SDN. BHD. (1283508-P)
|
 |
| /s/ LEE JIUNN
YIH |
|
/s/ NG CHEN LOK |
| Name: LEE JIUNN YIH |
|
Name: NG CHEN LOK |
| Designation: Director |
|
Designation: Director |
PURCHASE REQUEST
(which shall be taken and construed as an integral
part of this Letter of Offer)
Dated:
From:
SAGTEC GROUP SDN. BHD. (1283508-P)
A-35-13A, United Point Residence,
No. 10, Jalan Lang Emas,
Segambut,
51200 Kuala Lumpur,
Wilayah Persekutuan.
To:
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831 (12441-M)]
Level 14, Bangunan CGC,
Kelana Business Centre, 97,
Jalan SS7/2, 47301 Petaling Jaya.
(hereinafter referred to as “CGC”)
Dear Sirs
TAWARRUQ FINANCING FACILITY
LETTER OF OFFER DATED 13/11/2020 (“Letter of Offer”)
| 1. | Terms defined in the Letter of Offer have the same meanings
when used in this Purchase Request, |
| 2. | I/We hereby request a utilisation of the Financing
Facility in the amount of Ringgit Malaysia One Hundred Fifty Thousand (RM150,000.00) only,
subject to fulfilment of all Conditions Precedent as set out in the Letter of Offer. |
| 3. | By this letter, I/we irrevocably and unconditionally request
CGC to purchase the Commodity Asset from the Commodity Trader acceptable to CGC at CGC’s Purchase Price under the purchase transaction.
The purchase price/CGC’s Purchase Price is equivalent to the Approved Financing Amount granted to me/us as the Customer. |
| 4. | I/We shall at all times fully indemnify and keep CGC indemnified
against all and any action, proceeding, claim, expense, loss, damage or liability which CGC may incur as a consequence of the cancellation
of this Purchase Request by me/us. This Purchase Request shall be irrevocable upon issuance and shall be binding on me/us as the Customer. |
Yours faithfully
SAGTEC GROUP SDN. BHD. (1283508-P)
|
 |
| /s/ LEE JIUNN
YIH |
|
/s/ NG CHEN LOK |
| Name: LEE JIUNN YIH |
|
Name: NG CHEN LOK |
| Designation: Director |
|
Designation: Director |
WAKALAH ‘AQD (AGENCY CONTRACT)
(which shall be taken and construed as an integral
part of this Letter of Offer)
Dated:
From:
SAGTEC GROUP SDN. BHD. (1283508-P)
A-35-13A, United Point Residence,
No. 10, Jalan Lang Emas,
Segambut,
51200 Kuala Lumpur,
Wilayah Persekutuan.
To:
CREDIT GUARANTEE CORPORATION MALAYSIA BERHAD
[Registration No. 197201000831 (12441-M)]
Level 14, Bangunan CGC,
Kelana Business Centre, 97,
Jalan SS7/2, 47301 Petaling Jaya.
(hereinafter referred to as “CGC”)
Dear Sirs
TAWARRUQ FINANCING FACILITY
LETTER OF OFFER DATED 13/11/2020 (“Letter of Offer”)
| 1. | Terms defined in the Letter of Offer have the same meanings
when used in this Wakalah ‘Aqd. |
| 2 | By this letter, I/we irrevocably and unconditionally: |
| (a) | appoint CGC as my/our Wakil (Agent) and authorise CGC to
act for and on my/our behalf: |
| (i) | to enter into Murabahah Sale ‘Aqd and purchase Commodity
Asset from CGC at CGC’s Sale Price payable on deferred payment basis; |
| (ii) | upon due conclusion of the Murabahah Sale ‘Aqd, to sell the
Commodity Asset to any Commodity Trader at the Approved Financing Amount; and |
| (iii) | to receive payment of the Approved Financing Amount on my/our
behalf; and |
| (iv) | to deliver possession of and title in and to the Commodity
Asset to a purchaser of the Commodity Asset at CGC’s discretion. |
| (b) | authorise CGC as my/our Wakil (Agent):- |
| (i) | to sign and execute all documents and do all acts and observe
and perform all obligations required to be done in connection with the appointment as agent, or imposed under any agreement for sale
of the Commodity Asset to any Commodity Trader or third party; and |
| (ii) | to delegate its rights and duties as an agent herein to any
third party to do all acts necessary for the completion of the required transaction; and |
| (iii) | (if required) to do all the administrative duties regarding
the purchasing or holding and the selling of the Commodity Asset thereof. |
| 3. | I/We hereby irrevocably and unconditionally instruct CGC
to immediately pay the proceeds of the sale of the Commodity Asset into designated account where applicable. |
| 4. | I/We shall at all times fully indemnify and keep CGC indemnified
against all and any action, proceeding, claim, expense, loss, damage or liability which CGC may incur as a consequence of or arising
from or connected to the appointment of CGC as my/our Wakil (Agent). |
| 5. | This Wakalah ‘Aqd shall be irrevocable upon issuance and shall
be binding on me/us as the Customer. |
IN WITNESS WHEREOF the Common Seal and/or hands of the
Customer was hereunto affixed and/or set.
Signatory(ies) to this Agency Contract
are advised to seek independent legal advice on the legal implications, nature and effect of this document before signing this Agency
Contract. By signing this Agency Contract, the Customer declares that the Customer has read this Agency Contract in its entirety, understands
the nature and effect of its contents and is signing this Agency Contract of its own free will and consent.
*For Company Customer
[*Where the Customer possesses a common seal.]
| SIGNED for and on behalf of the Customer |
) |
| in a manner authorised by its constitution |
) |
| under its Common Seal which |
) |
| said Seal was hereunto duly affixed |
) |
| on the 20 |
) |
| in the presence of: |
) |
| |
|
|
| Director |
|
Director |
| Name: |
LEE JIUNN YIH |
|
Name: |
NG CHEN LOK |
| NRIC No.: |
811105-10-5191 |
|
NRIC No.: |
870203-06-5701 |
| Date: |
|
|
Date: |
|
[*Where the Customer does not possess a common seal.]
| SIGNED for and on behalf of the Customer |
) |
 |
| in a manner authorised by its |
) |
| constitution of Companies Act 2016 |
) |
| (if no constitution) |
) |
| on the 20 |
) |
| in the presence of: |
) |
| /s/ LEE JIUNN
YIH |
|
/s/ NG CHEN
LOK |
| Director |
|
Director |
| Name: |
LEE JIUNN YIH |
|
Name: |
NG CHEN LOK |
| NRIC No.: |
811105-10-5191 |
|
NRIC No.: |
870203-06-5701 |
| Date: |
17-11-2020 |
|
Date: |
17-11-2020 |
ACKNOWLEDGEMENT OF THE APPOINTMENT AS WAKIL (AGENT)
Date:
| RE: |
ACKNOWLEDGEMENT OF THE APPOINTMENT AS WAKIL (AGENT) UNDER THE WAKALAH
‘AQD |
We hereby accept the appointment as purchasing and sale agent pursuant
to the Wakalah ‘Aqd.
| /s/ Azizi Ahmad |
|
| Authorised Signatory for |
|
| CREDIT GUARANTEE CORPATION MALAYSIA BERHAD |
|
| [Registration No. 197201000831 (12441-M)] |
|
| Name: |
Azizi Ahmad |
|
| |
1777 |
|
| Designation: |
Branch Manager |
|
MURABAHAH SALE ‘AQD
(Which is to be taken, read and
construed as essential part of this Contract)
Section
No. |
Subject
Matter |
Particulars |
| 1 |
Date
of this Murabahah Sale Aqd |
|
| 2 |
Name and Address of Customer
SEGAMBUT |
Company
Customer |
Name:
SAGTEC GROUP SON. BHD.
Company
No.: 1283508-P
Registered
Address:
81,
LEBOH UNTA, TAMAN BERKELEY, 41150 KLANG, SELANGOR
Business
Address:
A-35-13A, UNITED POINT RESIDENCE, NO. 10, JALAN LANG EMAS, SEGAMBUT, 51200
KUALA LUMPUR, WILAYAH PERSEKUTUAN
|
| 3. |
Description
of the Commodity Asset |
CPO-MSIA-09/
T |
| 4. |
Purchase
Price of Commodity Asset |
Ringgit
Malaysia One Hundred Fifty Thousand (RM150,000.00) only |
| 5. |
CGC’s
Sale Price |
Ringgit
Malaysia Two Hundred Thousand One Hundred Ninety Nine And Sen Ninety Three (RM200,199.93) only |
|
LEMBAGA HASIL DALAM NEGERI MALAYSIA |
Telefon : 03-2059 |
| CAWANGAN KUALA LUMPUR BANDAR |
3600 |
| TINGKAT 3,4,6,7,10,15 DAN 17, MENARA |
Fax : 03 |
| OLYMPIA |
2059 |
| NO.8, JALAN RAJA CHULAN |
3600 |
| 50200 KUALA LUMPUR |
www.hasil.gov.my |
| WILAYAH PERSEKUTUAN KUALA LUMPUR |
|
Bil Surat Tuan : 1237/2020/SGSB
Tetuan/Tuan/Puan
LEE JIUNN YIH
NO 403, LORONG CHENNIAH,, KPG
PANDAMARAN,
42000 PELABOHAN KLANG
Selangor
| Nombor Adjudikasi: T01C43CBACXW019 |
Tarikh: 25/04/2022 |
Tuan,
NOTIS TAKSIRAN SEKURITI (DUTI AD VALOREM)
Jenis Surat Cara : STATUTORY DECLARATION
Permohonan tuan bertarikh 12/04/2022 di bawah Seksyen 36, Akta
Setem 1949 dirujuk.
| 2. | Dimaklumkan duti sebanyak RM 110.00 kena dibayar
mengikut pengiraan seperti lampiran. |
| 3. | Sila jelaskan duti tersebut selewat-lewatnya pada
25/05/2022. Bayaran boleh dibuat kepada Pemungut Duti Setem: |
| a) | Secara elektronik melalui Financial Process Exchange (FPX) atau |
| b) | Di kaunter Pejabat Setem / Pusat Khidmat Hasil secara: |
| ● | Cek Akaun Anak Guam atau |
| 4. | Kelewatan membayar duti boleh dikenakan penalti di bawah Seksyen 47A, Akta Setem 1949. |
Sekian, terima kasih.
“BERKHIDMAT UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT DUTI SETEM LHDNM
Cetakan komputer ini tidak memerlukan tandatangan.
T01C43CBACXW019 - m.s 1 / 2
| No Adjudikasi: T01C43CBACXW019 | Lampiran |
|
PENGIRAAN
DUTI YANG DIKENAKAN (SUBSIDIARI) |
|
|
|
|
Bhg. |
A: |
Sekuriti |
|
|
|
|
|
(a) |
Jumlah
Pinjaman / Bayaran |
RM |
150,000.00 |
|
|
Bhg. |
B: |
Duti
yang dikenakan |
|
|
|
|
|
(b) |
Duti
yang dikenakan ke atas (a) |
RM |
10.00 |
|
|
|
(c) |
Tolak
amaun duti yang diremitkan / dikecualikan |
RM |
0.00 |
|
|
|
(d) |
Duti
yang dikenakan |
RM |
10.00 |
|
|
|
(e) |
Penalti
yang dikenakan** |
RM |
100.00 |
|
|
|
(f) |
Salinan |
RM |
0.00 |
|
|
|
(g) |
Jumlah
besar duti yang kena dibayar |
RM |
110.00 |
|
**
Penalti
Sesuatu
dokumen hendaklah diseternkan dalam tempoh 30 hari dari tarikh ianya disempurnakan dalam Malaysia atau dalam tempoh 30 hari selepas la
diterima dalam Malaysia sekiranya ia disempurnakan diluar Malaysia. Sekiranya ia tidak disempurnakan dalam tempoh yang ditetapkan, penalti
sebanyak :
| (a)
RM25.00 atau 5% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan dalam tempoh 3 bulan selepas masa untuk
penyeteman. |
|
(b)
RM50.00 atau 10% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan selepas tempoh 3 bulan tetapi tidak
lewat daripada 6 bulan selepas masa untuk penyeteman. |
|
(c)
RM100.00 atau 20% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya ia disetemkan selepas 6 bulan selepas masa untuk
penyeteman. |
Salinan
Kepada:
Azlin
Shaharbi & Associates
No
29 Jalan Kent 3
Off
Jalan Maktab
Kuala
Lumpur
54000
Kuala Lumpur
Wilayah
Persekutuan Kuala Lumpur
NG CHEN LOK
A
2482, TAMAN TAS PUTRA,, JALAN KAMPUNG BHARU,
25100 KUANTAN
Pahang
T01C43CBACXW019 - m.s 2 / 2
Exhibit 10.21
Individual/SME/Corporate
DATED THIS DAY OF 30 AUG 2021
BETWEEN
AFFIN ISLAMIC BANK BERHAD
[Registration No. 200501027372(709506-V)]
(Bank)
AND
THE CUSTOMER NAMED IN ITEM 1
OF SCHEDULE 1 HERETO
(Customer)
MASTER FACILITIES AGREEMENT
SOLICITORS
M/s. Manjit Singh Sachdev, Mohammad Radzi & Partners
Advocates & Solicitors
No. 1, 11th Floor, Wisma Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja Laut,
50350 Kuala Lumpur.
Tel: 03-2698 7533 Fax:
03-2692 0057
E-mail: manjs@mssmr.com
[File Ref: 204044/21/MS/ZU/REIN/AIBB/LDNT(e)]
 |
|
LEMBAGA HASIL DALAM NEGERI MALAYSIA
CAWANGAN KUALA LUMPUR BANDAR
TINGKAT 3,4,6,7,10,15 DAN 17, MENARA
OLYMPIA
NO.8, JALAN RAJA CHULAN
50200 KUALA LUMPUR
WILAYAH PERSEKUTUAN KUALA LUMPUR |
|
Telefon: 03-2059
3600
Fax: 03
2059
3600
www.hasil.gov.my |
Bil Surat Tuan:
204044/21/MS/ZU/REIN/AIBB/LDNT(E)
Tetuan/Tuan/Puan
SAGTEC GROUP SDN. BHD.
10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara,
52200 Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
| Nombor Adjudikasi: T01BEA1E0BXW019 |
Tarikh: 06/09/2021 |
Tuan,
NOTIS TAKSIRAN SEKURITI (DUTI AD VALOREM)
Jenis Surat Cara: MASTER FACILITIES AGREEMENT
Permohonan tuan bertarikh 30/08/2021 di bawah Seksyen 36, Akta Setem
1949 dirujuk.
| 2. | Dimaklumkan duti sebanyak RM 4,145.00 kena dibayar
mengikut pengiraan seperti lampiran. |
| 3. | Sila jelaskan duti tersebut selewat-lewatnya pada 06/10/2021.
Bayaran boleh dibuat kepada Pemungut Duti Setem: |
| a) | Secara elektronik melalui Financial Process Exchange (FPX) atau |
| b) | Di kaunter Pejabat Setem / Pusat Khidmat Hasil secara: |
| ● | Cek Akaun Anak Guam atau |
| 4. | Kelewatan membayar duti boleh dikenakan penalti di bawah Seksyen
47A, Akta Setem 1949. |
Sekian, terima kasih.
“BERKHIDMAT UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT DUTI SETEM LHDNM
Cetakan komputer ini tidak memerlukan tandatangan.
| No Adjudikasi:T01BEA1E0BXW019 |
Lampiran |
| PENGIRAAN
DUTI YANG DIKENAKAN (PRINSIPAL) |
|
|
| Bhg. |
A: |
Sekuriti |
|
|
| |
(a) |
Jumlah
Pinjaman/Bayaran |
RM |
825,000.00 |
| Bhg |
B: |
Duti
yang dikenakan |
|
|
| |
(b) |
Duti
yang dikenakan ke atas (a) |
RM |
4,125.00 |
| |
(c) |
Tolak
amaun duti yang diremitkan / dikecualikan |
RM |
0.00 |
| |
(d) |
Duti
yang dikenakan |
RM |
4,125.00 |
| |
(e) |
Penalti
yang dikenakan** |
RM |
0.00 |
| |
(f) |
Salinan |
RM |
20.00 |
| |
(g) |
Jumlah
besar duti yang kena dibayar |
RM |
4,145.00 |
**
Penalti
Sesuatu
dokumen hendaklah disetemkan dalam tempoh 30 hari dari tarikh lanya disempurnakan dalam Malaysia atau dalam tempoh 30 hari selepas la
diterima dalam Malaysia sekiranya la disempurnakan diluar Malaysia. Sekiranya la tidak disempurnakan dalam tempoh yang ditetapkan, penalti
sebanyak:
| (a)
RM25.00 atau 5% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan dalam tempoh 3 bulan selepas masa untuk
penyeteman. |
|
(b)
RM50.00 atau 10% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan selepas tempoh 3 bulan tetapi tidak
lewat daripada 6 bulan selepas masa untuk penyeteman. |
|
(c)
RM100.00 atau 20% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan selepas 6 bulan selepas masa untuk
penyeteman. |
Salinan
Kepada:
Manjit Singh Sachdev, Mohammad Radzi & Partners
No.1, 11th Floor, Wisma Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja Laut,
Kuala Lumpur.
50350 Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
Individual/SME/Corporate
“Customer” means the customer whose name and
particulars as set out in Item 1 of Schedule 1 of this Agreement and includes its heirs, beneficiaries, successors in title and
permitted assigns.
“Event of Default” means any of the events
as set out in Clause 9 of this Agreement.
“Facility” means the Facility as set out in
the Letter of Offer subject to the terms of this Agreement and includes any part of it.
“Facility Transaction” means the facility
transactions as described in [Schedule 2].
“Indebtedness” means any amount due and payable
to the Bank under the Facility.
“Letter of Offer” or “LO” means
the letter of offer and standard or specific terms and conditions issued by the Bank and duly accepted by the Customer dated the day
and year as set out in Item 2 of Schedule 1 of this Agreement and includes any supplemental, amendment, additional or variation
the LO.
“Ringgit Malaysia” or “RM”
means the lawful currency of Malaysia.
“Rules of Court 2012” means the Rules of Court
2012 and includes any amendment and variation to it.
“Security Documents” means the security documents
as described in the LO and includes such other document given in favour of the Bank to secure the Indebtedness.
“Security Interests” means any mortgage, charge,
pledge, lien, right of set off or any security interest created or arising.
“Security Party” means any party, other than
the Customer, providing security or guarantee for the Facility and as set out in Item 3 of Schedule 1 hereto.
“Tenure” means the tenure as set out in the
LO or such extension as may be granted by the Bank.
“Transaction Documents” means any or all the
following documents:
| (c) | Security Documents; and/or |
| (d) | any other documents as designated by the Bank. |
| (a) | The headings in this Agreement are inserted for convenience
only and shall not be taken or read as essential parts of this Agreement. |
| (b) | References to clauses or schedules refers to the clauses or
schedules of this Agreement. |
Individual/SME/Corporate
| (c) | All references to provisions of any legislation, act or statute
include references to any amendments, any statutory modification, re-enactment, regulations, proclamations, by- laws, published rulings,
policy statements or guidelines issued under the legislation, act or statute. |
| (d) | References to this Agreement or any agreement or instruments
shall include all amendments, variations and modifications to this Agreement as shall from time to time be in force. |
| (e) | Words importing the singular number shall include the plural
number and the same applies in reverse. |
| (f) | Where two or more persons or parties are included or comprised
in any expression, agreements, covenants, terms, stipulations and undertakings expressed to be made by them, it shall be considered as
having been made by and be binding upon such persons or parties jointly and severally. |
| (g) | Words importing the masculine gender shall include the feminine
and neuter gender and the same applies in reverse. |
| (h) | A reference to a document includes any amendment or supplement
to, or replacement or novation of that document. |
| (i) | Any reference to “laws of Malaysia” shall include,
without limitation, any act, ordinance, statutory or municipal, rule, regulation, ruling, decree, or order enacted or issued by the Parliament
of Malaysia. it shall also include regulations made by any bureau, minister, agency, court, regulatory body, authority or legislative
body (including, without limitation, BNM or any taxing, fiscal or other monetary authority). |
| (j) | The “winding-up” of a person includes the amalgamation,
reconstruction, re- organization, administration, scheme of arrangement or presentation of a petition with a view to winding-up or cessation
of business of that person and the dissolution, liquidation, merger or consolidation of that person. |
| (k) | Any reference to a ‘person’ includes any individual, company,
corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or
not having separate legal personality). It also includes any political sub-division, bureau, minister, agency, court, regulatory body,
authority or legislative body (including, without limitation, BNM or any taxing, fiscal or other monetary authority). Reference to a
person or party includes that person’s or party’s heirs, beneficiaries, successors in title and permitted assigns. |
| (l) | Any reference to ‘Material Adverse Effect’ means any event or
events that would, in the opinion of the Bank, have an adverse effect on the business, financial condition, operations or properties
of the Customer. It includes the inability of the Customer to perform its obligations under the Transaction Documents. It also includes
the validity or enforceability of the Transaction Documents which may affect the Bank’s right and remedies under the Transaction Documents. |
| (m) | The ‘certificate’ includes statement, confirmation and notification. |
Individual/SME/Corporate
At the request of the Customer, the Bank agrees to make available
to the Customer the Facility, subject to the terms and conditions of this Agreement.
| (a) | The Facility shall be used by the Customer towards the purposes
as set out in the LO. |
| (b) | The Customer shall not utilise the Facility for any purpose
other than the purposes as stated in the LO unless allowed by the Bank. |
| (c) | The Bank shall not be under any obligation to ensure that the
Facility is utilised towards the purposes as set out in this Agreement. |
The Facility shall have the tenure as set out in the LO.
The Bank’s obligation to make available the Facility shall be
subject to the Bank being satisfied that the Conditions Precedent have been complied with and fulfilled by the Customer.
| 3.2 | Waiver of Conditions
Precedent |
| (a) | The Conditions Precedent are inserted for the benefit of the
Bank and may be waived by the Bank in whole or in part with or without terms or conditions. Any waiver shall not affect the right of
the Bank to insist on the Customer’s compliance with any such waived conditions at any subsequent time to ensure the future availability
of the Facility. |
| (b) | PROVIDED ALWAYS that notwithstanding the non-fulfilment of any
of the Conditions Precedent, the Bank may, without prejudice to all its rights and remedies in this Agreement and subject to such conditions
as the Bank may impose, disburse the Facility or any part of it. |
The Customer hereby undertakes to pay the Indebtedness
in the manner and at the time as set out in this Agreement. The Customer further undertakes to pay any other amount due and payable to
the Bank under this Agreement and/or the Transaction Documents as and when it falls due.
Individual/SME/Corporate
The Customer may make early settlement to the Bank of the Indebtedness
in full or partially, subject to the following conditions:
| (a) | the Bank shall have
received from the Customer not less than thirty (30) Business Days or such other period as
may be prescribed by the Bank from time to time, prior written notice (“Early Settlement
Notice”) of its intention to make early settlement specifying the relevant amount
to be paid and the date of such payment failing which the Bank may factor in such associated
costs in reducing ibra’ accordingly; |
| (b) | the Customer has paid in full all other monies due and outstanding
under this Agreement and/or the Transaction Documents; |
| (c) | the amount payable by the Customer in respect of such early
settlement shall be determined by the Bank in accordance with the principles of Shariah; |
| (d) | any Early Settlement Notice once given shall be binding on the
Customer and the Customer shall pay the amount as determined by the Bank on the date specified in such Early Settlement Notice. |
The Customer may pay the Indebtedness in advance. Any extra payment
by Customer will be treated as advance payment and may be made without the Customer giving any prior notice. The advance payments shall
be utilized towards payment of the indebtedness as and when it becomes due.
| 5.3 | No Re-utilisation on
Amount Prepaid |
Unless permitted by the LO, no amount prepaid may be made available
for re-utilisation.
| 6.1 | Execution of Security
Documents |
For better securing the payment of the Indebtedness or any part
of it which is outstanding and all monies due and payable to the Bank, the Customer shall execute and shall procure the Security Party
to execute the Security Documents as security for the obligation to make timely payment of the indebtedness.
Individual/SME/Corporate
| (a) | The security created under the Security Documents are intended
to be a continuing security for all monies now or in future payable by the Customer to the Bank under this Agreement and/or the Transaction
Documents. |
| (b) | Any security given in favour of the Bank under the Facility
shall not affect any security already given by the Customer to the Bank or any security which may in future be given by the Customer
to the Bank. |
| 6.3 | Covenant to Provide
Further Security |
| (a) | The Customer shall at any time if and when required by the Bank
execute or procure the execution in favour of the Bank or to any other person as the Bank shall direct such other mortgages, charges,
assignments, transfers or agreements as the Bank shall require and on such agreed terms with the Bank, to additionally or further secure
all monies and liabilities agreed to be paid under the terms of the Transaction Documents. |
| (b) | The Customer shall when required by the Bank deposit with the
Bank the documents of title of any or all immovable properties belonging/registered in the Customer’s name for any tenure and all or
any debentures, shares, stocks or securities of the Customer on such agreed terms with the Bank. |
| 7. | REPRESENTATIONS AND
WARRANTIES |
| 7.1 | Representations and
Warranties of Customer |
The Customer and/or the Security Party acknowledges that the Bank
has entered into this Agreement in full reliance of the representations and warranties of the Customer in the following terms:
| (a) | the Customer and/or where applicable, the Security Party each
has the power or capacity to execute, deliver and perform the terms of the Transaction Documents and the Customer and where applicable,
the Security Party has taken all the necessary actions to authorize the execution, delivery and performance of the Transaction Documents; |
| (b) | each of the Transaction Documents constitutes the legal, valid
and binding obligations of the Customer and where applicable, the Security Party in accordance with their respective terms; |
| (c) | that the execution, delivery and performance of each of the
Transaction Documents by the Customer and/or, the Security Party do not and will not breach the provisions of: |
| (i) | any law, regulation, or any order, or decree of any government
authority, agency or court to which any of them is subject; and |
Individual/SME/Corporate
| (ii) | any contract, undertaking or instrument to which any of them
is a party or which are binding upon any of them or any of their assets. It will not result in the creation, imposition of, or any obligation
to create, or impose, any mortgage, lien, pledge or charge on any of their assets pursuant to the provisions of any contract, undertaking
or instrument; |
| (d) | all Consents which are required or advisable to be obtained
in connection with the execution, delivery, performance, legality or enforceability of any of the Transaction Documents have been obtained
and are in full force and effect; |
| (e) | they are not in default under any agreement to which they are
parties or by which they may be bound. There is also no litigation, arbitration, or administrative proceedings which are presently current,
or pending, or threatened which might materially affect their solvency or might affect their ability to perform their respective obligations
under the Transaction Documents; |
| (f) | no bankruptcy or winding-up proceedings have been commenced
or entered against the Customer and where applicable, any Security Party; |
| (g) | no steps have been taken or are being taken to appoint a receiver,
receiver and manager, or liquidator to take over or to wind-up the Customer and where applicable, the Security Party; |
| (h) | the Customer and where applicable, each Security Party has filed
all tax returns which they are required by law to file. The Customer has also paid or made adequate provisions for the payment of all
taxes, assessments, fees and other governmental charges on any of their properties or assets, income or franchise; |
| (i) | there is no Material Adverse Effect in the financial conditions,
operating environment or management of the Customer and/or where applicable, each Security Party or other conditions which will materially
affect the ability of the Customer and where applicable, the Security Party to perform its obligations under the Transaction Documents; |
| (j) | the financial statements of the Customer and/or where applicable,
each Security Party which have previously been submitted to the Bank are complete and correct and fairly represents its financial conditions
and are in accordance with generally accepted accounting principles applied on a consistent basis; |
| (k) | the information furnished by the Customer and/or where applicable,
each Security Party in connection with the Facility does not contain any untrue statement or omission of any fact. All opinions or projections
given to the Bank honestly given; |
| (1) | there is no default by any of the relevant parties of any of
the terms of the Transaction Documents; |
| (m) | the execution, delivery and performance of the Transaction Documents
is within the powers of the Customer and/or the Security Party and does not breach any law or regulation in particular, the prohibition
of financings to persons connected with directors under the Companies Act 2016 to which the Customer and/or such Security Party is subject. |
Individual/SME/Corporate
| 7.2 | Continuing Nature of
Representations and Warranties |
The representations and warranties set out herein will remain
in force and complied with in all material respects so long as any sums remains available for utilization by the Customer or remains payable
under this Agreement.
The Customer hereby covenants, agrees and undertakes with the
Bank that so long as the Facility and any other obligations under this Agreement remains outstanding the Customer shall:
| (a) | Conduct of Business:
carry out and operate its business and affairs with due diligence and efficiency and
in accordance with sound financial and industrial standards and practices in accordance with
its constitutional documents; |
| (i) | maintain in full force and effect all relevant authorisations
(governmental and otherwise) and will promptly obtain any further authorisation which may become necessary to enable it to own its assets,
carry on its business and perform its obligations under any of the Transactions Documents; and |
| (ii) | promptly carry out any registration, filing or notarisation
of this Agreement and/or the Transaction Documents, pay any duty or tax and take any action which may be necessary or desirable to ensure
the validity or enforceability in Malaysia of the liabilities and obligations of the Customer or the rights of the Bank under the Transaction
Documents; |
| (c) | Shariah compliant
purposes: utilise the Facility for purposes that are in compliance with Shariah and the
utilisation of the Facility shall be governed by and construed by such rules and directives
(whether or not having the force of law) required by BNM or other appropriate authority; |
| (d) | Anti-Money Laundering,
Anti-Terrorism Financing and Proceeds of Unlawful Activities: ensure that it has never
and would not: |
| (i) | engage, directly or indirectly, in a transaction that involves
proceeds of any unlawful activity; |
| (ii) | acquire, receive, possess, disguise, transfer, convert, exchange,
carry, dispose, use, remove from or bring into Malaysia proceeds of any unlawful activity; or |
Individual/SME/Corporate
| (iii) | conceal, disguise or prevent the establishment of the true nature,
origin, location, movement, disposition, title of, rights with respect to, or ownership of, proceeds of any unlawful activity; and |
the Customer confirms to the Bank that it is not involved in any
money laundering activity;
| (e) | Information:
furnish to the Bank all such information as the Bank shall reasonably request concerning
the use of the Facility and any factors materially affecting the business of the Customer; |
| (f) | Preparation of Accounts |
| (i) | prepare the financial statements in accordance with generally
accepted accounting principles in Malaysia. The financial statements shall give a true and fair view of the operations of the Customer
for the period in question. It shall also disclose all the liabilities (actual or contingent) of the Customer: |
| (ii) | furnish to the Bank as soon as available but in any event not
later than six (6) months from the end of each financial year, copies of complete financial statements of the Customer including the
balance sheet and profit and loss account audited and certified by a qualified auditor, and |
| (iii) | furnish to the Bank such other financial information as the
Bank may request; |
| (g) | Performance of Obligations: |
| (i) | inform the Bank of any legal proceedings, litigation and claims,
against it; |
| (ii) | punctually pay all its indebtedness when due; |
| (iii) | perform all its other obligations under the LO, this Agreement
and the Transaction Documents; |
| (h) | Event of Default:
if it becomes aware of the occurrence of an Event of Default, forthwith notify the Bank and
provide the Bank with full details of any steps which it is taking, or is considering taking,
in order to remedy or mitigate the effect of the Event of Default; |
| (i) | Ranking: ensure that its liabilities under the Transaction
Documents to which it is a party rank and will rank at least equally and without partiality (pari passu) in point of priority and security
with all its other liabilities (both actual and contingent) except; |
| (i) | liabilities which are subject to liens or rights of set off
arising in the normal course of trading and the aggregate amount of which is not material; |
| (ii) | liabilities which are preferred solely by the laws of Malaysia;
and |
Individual/SME/Corporate
| (iii) | any security interest created which is disclosed to the Bank
prior to the date of this Agreement; |
| (j) | Adverse Changes:
promptly notify the Bank of:- |
| (i) | any material event or adverse change in the condition (financial
or otherwise) of the Customer; |
| (ii) | any litigation or other proceedings of any nature being threatened
or initiated against the Customer before any court tribunal or administrative agency which may have a Material Adverse Effect; |
| (iii) | any dispute between the Customer and any government or statutory
body on the Customer’s assets which may have a Material Adverse Effect; and |
all such notification to be given to the Bank not later than ten
(10) Business Days after the Customer has knowledge of the above.;
| (k) | No Default: ensure
that no Event of Default under any agreement or arrangement expressly referred to in this
Agreement shall have happened and be continuing and which might adversely affect the Customer’s
ability from performing the obligations under this Agreement and the Transaction Documents; |
| (l) | Satisfactory Account: operate an active and satisfactory
account and observe the approved limits of the Facility at all times; |
| (m) | Change tax in Status:
immediately inform the Bank in the event there is a change in the Customer’s tax residential
status; |
| (n) | Change in Law:
immediately inform the Bank in the event that there are any extraordinary circumstances or
change in law or other governmental action in Malaysia occurring which shall make it improbable
for the business of the Customer to be carried out; |
| (o) | Authorised Signatories:
forthwith notify the Bank if any of its authorised signatories are no longer authorised
to act on the Customer’s behalf; |
| (p) | Taxes and Outgoings:
pay all quit rents, rates, outgoings, assessments and governmental charges promptly and
deliver copies of the relevant receipts to the Bank. |
| (q) | Indemnity: indemnify
and keep the Bank fully and completely indemnified and harmless at all times from and against
any liabilities, claims, demands, damages, losses, proceedings, costs or expenses which the
Bank may incur and/or suffer and/or sustain as a result of the Bank granting the Facility
to the Customer, unless directly caused by the Bank’s negligence, default or fraud. |
| (r) | Change in business:
inform the Bank in the event there is any addition to, deletion, variation or change
in the nature of its present business in any manner; |
Individual/SME/Corporate
| (s) | Subordination of
third party financings/advances: subordinate all third party financing/advances including
but not limited to its existing shareholders’ or directors’ and related companies’ financing/advances
or loans (if any) to the Bank. |
The Customer hereby covenants, agrees and undertakes with the
Bank that so long as the Facility or any obligation of the Customer under this Agreement remains outstanding, the Customer shall not,
without prior consent in writing from the Bank (consent not unreasonably withheld):
| (a) | Indebtedness:
incur, create, assume, guarantee or permit to exist or guarantee any indebtedness other than
the Indebtedness created pursuant to this Agreement or any other indebtedness disclosed by
the Customer and approved by the Bank prior to the date of this Agreement; |
| (b) | Security Interests:
create or permit to exist over all or any part of its business or assets or undertakings
any Security Interest other than those permitted under the Transaction Documents; |
| (i) | enter into any partnership, profit-sharing or royalty agreement
or other similar arrangement whereby the business of the Customer or its operations are managed by another person, firm or company; |
| (ii) | enter into any transaction with any person, firm or company
or establish any transaction where the Customer might pay more than the ordinary commercial price for any purchase or might receive less
than the full ex-works commercial price (subject to normal trade discount) for its products; |
| (d) | Disposal of Assets:
sell, transfer, lease or otherwise dispose of all or a substantial part of its capital,
assets or undertake or permit any merger; |
| (e) | Customer being a
corporate or company: where the Customer is a company: |
| (i) | make any financing/loans or advances or grant any credit or
give any guarantee to any of its directors, shareholders or related companies except in the ordinary course of business and on commercial
terms on ordinary commercial terms and on the basis of arm’s length transactions; |
| (ii) | reduce or in any way whatsoever alter (other than by way of
an increase) its authorised or issued or paid-up share capital whether by varying the amount, structure, value or the rights attached
or convert any of its share capital into stock by consolidating, dividing or subdividing all or any of its shares; |
Individual/SME/Corporate
| (o) | Account: in the
opinion of the Bank the Customer’s account with the Bank is or has not been operated
satisfactorily; or |
| (p) | Takaful: default
is made in effecting, maintaining or renewing any takaful contract as required to be effected,
maintained or renewed by the Customer; or |
| (q) | Creditors: the
Customer shall make an assignment, arrangement or composition for the benefit of the creditors
of the Customer or allow any judgement against the Customer to remain unsatisfied for a period
of fourteen (14) days or more; or |
| (r) | Legal Proceedings:
any legal proceedings, a suit or action of any kind (whether criminal or civil) be commenced
or threatened to be commenced against the Customer; or |
| (s) | Bad Cheque Offender:
the Customer has been listed as a bad cheque offender by the Dishonoured Cheques Information
System (DCHEQS) set up by BNM; |
| (t) | the above is in addition to any other events of default stated
in the applicable Schedules, if any, |
then at once or at any time thereafter the Bank may at its discretion, by notice to the Customer declare that an Event of Default shall
have occurred whereupon notwithstanding anything to the contrary provided in this Agreement, the Customer shall be obligated to pay the
Indebtedness which remains outstanding.
For the purpose of this clause, each of the above paragraphs is to be read independently and no one Event of Default limits the generality
of any other Event of Default.
| 9.2 | Enforcement of Security |
At any time after the occurrence of the Event of Default, the Bank shall be entitled (but not obligated) to enforce its remedies under
any of the Transaction Documents.
Upon occurrence of an Event of Default, the Bank shall have the right to exercise all or any of the remedies available under this Agreement
and any Security Documents. The Bank shall be entitled to exercise such remedies concurrently, including pursuing all remedies available
under the Security Documents and/or the Transaction Documents. At the same time or concurrently the Bank may commence legal action to
recover the amount due by the Customer to the Bank. In the event the Bank does not wish to exercise such remedies concurrently the Bank
may also institute civil suits against the Customer or any party providing security to recover the Indebtedness or to dispose of or realise
any security provided.
Individual/SME/Corporate
| 10.1 | Application of Proceeds |
If after the security created under the Security Documents becomes enforceable or upon a declaration of an Event of Default, all monies
received by the Bank from any proceeding instituted or step taken under any of the Security Documents shall (subject to the payment of
debts which by law have priority, if any), be applied by the Bank:
| (a) | firstly, in payment of any rents, taxes, assessments, fees,
lawful outgoings and other fees due and payable to the relevant authority; |
| (b) | secondly, in payment of any costs, charges, expenses and liabilities
incurred by the Bank and every person appointed by the Bank in realising any security under the Security Documents; |
| (c) | thirdly, in and towards payment to the Bank of all profit/ljarah
then due and remaining unpaid under any or all of the Transaction Documents; |
| (d) | fourthly, in and towards payment of the principal sum due and
remaining unpaid under any or all of the Transaction Documents; |
| (e) | fifthly, in and towards payment to the Bank of all other monies
due and remaining unpaid under any or all of the Transaction Documents; |
| (f) | sixthly, in and towards payment to the Bank of all other monies
due and remaining unpaid; |
| (g) | seventhly, in payment of any surplus to the Customer or other
persons entitled to such surplus. |
PROVIDED ALWAYS that the Bank may alter the above order of payment or keep such amounts in a non-profit bearing Shariah-compliant suspense
account. Such alteration or payment will not affect the right of the Bank to receive the full amount to which the Bank would have been
entitled if the primary order had been observed, or any lesser amount which is ultimately realised from the security.
| 10.2 | Deficiency in Proceeds |
If the amount realised by the Bank on the sale of the properties or assets pursuant to Clause 10.1, after deduction and payment from such
sale of all fees, costs, charges and other outgoings arising out of such realisation is less than the amount due to the Bank (whether
or not the Bank is the purchaser), the Customer or the Security Party shall on demand pay to the Bank, the difference between the amount
due to the Bank and the amount realised regardless of whether the banker-customer relationship between the Bank and the Customer has ceased
or been terminated. Until payment of such differential amount, the Customer or the Security Party shall pay late payment compensation
charges on the differential sum until the date of actual payment made.
Individual/SME/Corporate
| 11. | COMPENSATION FOR LATE PAYMENT |
| 11.1 | Compensation for Late Payment (Ta’widh) |
| (a) | In addition to and without prejudice to the Bank’s rights powers
and remedies in this Agreement and the Security Documents, the Customer shall be liable to pay the Bank compensation on any amount overdue
as follows: |
| (i) | if the default occurs during the tenure of the Facility, at
the rate of one per centum (1%) per annum on such overdue instalment under the Facility or on such outstanding balance of the principal
sum and earned profit (if any) (subject to rebate, if applicable). The same rate applies where the entire Facility is recalled/accelerated
(as the case may be) or brought to court for judgement prior to maturity; and |
| (ii) | if the default occurs after the maturity of the Facility as
provided or upon judgment, whichever is earlier, at the rate which is the prevailing daily overnight Islamic Interbank Money Market rate
on such outstanding balance of the principal sum and earned profit (if any) (subject to rebate, if applicable); |
| (iii) | at all times, the rate to apply in any of the circumstances
above has to be allowed by the Bank’s Shariah Committee and the Shariah Advisory Council of BNM. |
| (b) | It is further agreed that the compensation shall not be compounded. |
| (c) | The compensation at the abovementioned rate shall be payable
by the Customer after as well as before any judgment or order of court. |
A statement of account in writing stating the amount payable by the Customer under this Agreement and/or the Transaction Documents issued
by any authorised officer of the Bank shall in the absence of manifest error be conclusive evidence.
| 12.1 | Payment Clear from Deduction |
All payments to be made under the Transaction Documents shall be calculated and be made without (and free and clear of any deduction for)
set-off or counterclaim and in immediately available and transferable funds for commodities value on the due date thereof.
Individual/SME/Corporate
| 12.2 | All Payment Received to be Payment in Gross |
All monies received from the Customer or from the Security Party or any third party whether from the realisation of the security created
by the Security Documents or otherwise shall be treated as payments in gross. It will not be attributable to any specific part of the
monies covenanted to be paid even if appropriated by the Bank. The Customer or any other person or persons claiming under the Customer
shall have no claim to the securities held by the Bank unless and until the Bank has received the full amount due to the Bank by the Customer.
All payments by the Customer under this Agreement and/or the Transaction Documents shall be made in full without any deduction or withholding
(whether in respect of set off, counterclaim, duties, taxes, charges) unless the deduction or withholding is required by law, in which
event the Customer shall:
| (a) | ensure that the deduction or withholding does not exceed the
minimum amount legally required; |
| (b) | forthwith pay to the Bank such additional amount so that the
net amount received by the Bank will equal the full amount which would have been received by it had no such deduction or withholding
been made; |
| (c) | pay to the relevant taxation or other authorities within the
period for payment permitted by applicable law the full amount of the deduction or withholding; |
| (d) | furnish to the Bank, within the period for payment permitted
by the applicable law, either: |
| (i) | an official receipt of the relevant taxation authorities in
respect of all amounts so deducted or withheld as aforesaid; or |
| (ii) | if such receipts are not issued by the relevant taxation authorities
on payments to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or
withholding. |
| (a) | The Customer shall at all times fully indemnify and keep the
Bank indemnified against any action, proceeding, claim, expense, loss, damage or liability which the Bank may incur as a consequence
of any Event of Default or otherwise in connection with this Agreement and/or the Transaction Documents unless directly caused by the
Bank’s negligence, default or fraud. |
Individual/SME/Corporate
| (b) | Any certificate issued by the Bank in connection with the above
shall, in the absence of manifest error, be conclusive. |
| (c) | The indemnity shall also extend to any expenses, fees (including
legal fees on solicitors and client basis) or other sums payable in connection with the enforcement of any of the rights of the Bank
under this Agreement or the Transaction Documents. |
The foregoing indemnities are separate and independent from the Customer’s other obligations under this Agreement.
The Customer shall on demand pay:
| (a) | to the Bank all expenses, in each case on the basis of a full
indemnity, (including legal and out-of-pocket expenses) incurred by the Bank in connection with the negotiation, preparation or completion
of the Transaction Documents; |
| (b) | any expenses covenanted to be paid by the Customer under this
Agreement which are paid by the Bank on behalf of the Customer and form part of the Indebtedness; and |
| (c) | if any amount due under the Transaction Documents shall be required
to be recovered through any process of law, or placed in the hands of solicitors for recovery, to pay all the solicitors’ fees and expenses
on a solicitor-client basis. |
For the purpose of sub-clauses (a) to (c) above, the Bank shall, subject to compliance with Shariah principles and with prior notice to
the Customer, have the right to debit any account of the Customer with the Bank. Such monies shall be secured under the Security Documents
and shall be subject to the applicable compensation for late payment.
The Customer shall pay all stamp duties and taxes to which this Agreement, the Transaction Documents or any related documents may be subject.
The Customer agrees to indemnify the Bank and keep the Bank indemnified from and against any expense, damage, loss or liability which
any of them may incur as a result of any delay or omission by the Customer to pay such duties.
| 15. | ASSIGNMENT AND TRANSFER |
| (a) | Save and except if the assignment and/or transfer is to the
detriment of the Customer, the Bank shall (subject to compliance with Shariah principles) be entitled after giving due notice to the
Customer, to assign its rights and/or transfer its obligations under this Agreement or any part of this Agreement and/or transfer its
obligations, and |
| (i) | for this purpose may disclose to a potential assignee or
transferee or any other person who derives or may derive rights or obligations under or by reference to this Agreement such information
about the Customer as shall have been made available to the Bank; and |
Individual/SME/Corporate
| (ii) | where the Bank transfers its obligations (in whole or in
part), the Customer shall execute such documents as are reasonably necessary to release the Bank to the extent of the transfer and join
the transferee as a party to this Agreement; |
| (b) | All costs and expenses incurred by the Bank and/or the assignee/transferee
pursuant to or incidental to such assignment/transfer which arises from breach by the Customer or the Security Party of the term of the
Facility or upon occurrence of the Event of Default shall be borne by the Customer or the Security Party. |
| (c) | All costs and expenses incurred by the Bank and/or the assignee/transferee
pursuant to or incidental to such assignment/transfer which do not arise from breach by the Customer or the Security Party of the terms
of the Facility, shall be borne by the Bank. |
| 15.2 | No Assignment or Transfer by Customer |
The Customer may not assign or transfer any of its rights and/or transfer any of its obligations under this Agreement and/or under the
Transaction Documents to which it is a party without the prior written consent of the Bank.
| 16.1 | Evidence of Indebtedness |
In any proceedings relating to this Agreement and the Facility, a statement as to any amount due to the Bank which is certified as being
correct by an authorized officer of the Bank shall, in the absence of manifest error, be conclusive evidence that such amount is in fact
due and payable.
Any changes in the Customer or the Security Party by way of amalgamation, reconstruction or otherwise shall not affect their liabilities
or obligations in the Transaction Documents.
| 16.3 | Rights cumulative, waivers |
The rights of the Bank under this Agreement are cumulative and may be exercised
as often as the Bank considers it reasonably appropriate. The rights of the Bank in relation to the Facility shall not be capable of
being waived or varied except in writing. No failure or delay in exercising nor any omission to exercise any rights or remedy of the
Bank under this Agreement upon any breach of the Customer shall affect such right or remedy nor regarded as the Bank waiving its
right or remedy or accepting such a breach.
Individual/SME/Corporate
Time, wherever mention in this Agreement, shall be of essence.
| (a) | Any notice, demand or other communication (including computer
generated notices/statements that do not require any signature) from the Bank under this Agreement shall be given in writing to the Customer
at the Customer’s address, facsimile numbers or electronically (including email) as stated in the Letter of Offer and/or last appearing
in the Bank’s records. The notices may be given or made by post, facsimile, electronically (including email), personal delivery or such
other mode as may be determined by the Bank. |
| (b) | The notices or other communications are given to the Customer: |
| (i) | in the case of post, five (5) days after the date of posting; |
| (ii) | in the case of facsimile, on the day of transmission; |
| (iii) | in the case of electronic mail, on the day it is sent provided
that the Bank has not received a failed or undeliverable message from the host provider on the data of transmission; and |
| (iv) | in the case of personal delivery, at the time of delivery. |
| (c) | The Customer expressly agrees with the Bank to inform the
Bank immediately of any change in the contact information such as correspondence address, phone number, facsimile number and/or email
address of the Customer. Any change in the Customer’s contact information such as address, phone number, facsimile number and/or email
address is not binding on the Bank unless the Customer has given notice in writing to the Bank and/or via other channels provided by
the Bank. |
| 16.6 | Service of legal process |
| (a) | The service of any legal process pursuant to the Rules of
Court 2012 may be given by prepaid registered post sent to the respective address of the parties provided in this Agreement. Such legal
process shall be considered to have been duly served after the expiration of five (5) Business Days from the date it is posted and if
delivered by hand, on the day it was delivered. |
| (c) | No change in the address for service shall be effective unless
the Customer has given to the Bank actual notice of the change of the address. Anything done by the Bank before the notice of change
of address is received by the Bank will be valid and effective. |
Individual/SME/Corporate
Any term or condition in this Agreement which turns out to be illegal or invalid, shall not cause the remaining terms or conditions to
be likewise illegal or invalid.
| 16.8 | Modification and indulgence |
Subject to compliance with Shariah principles, the Bank may at any time (by letter or other form of agreement), without in any way affecting
this Agreement:
| (a) | grant to the Customer or any Security Party any time or indulgence;
and/or |
| (b) | renew any bill, notes or any negotiable securities; and/or |
| (c) | deal with, exchange, release or modify or abstain from perfecting
or enforcing any securities or other guarantees or rights it may now or from time to time have from or against the Customer or any Security
Party or any other person; and/or |
| (d) | compound with the Customer or any Security Party or any other
person; and/or |
| (e) | enter into any settlement arrangement with the Customer,
Security Party, or any other person; and/or |
| (f) | conduct credit checks on the Customer or the Security Party
at anytime during the tenure of the financing. |
| (a) | Subject to Shariah principles, it is hereby expressly agreed
and declared by the parties that notwithstanding any of the provisions of this Agreement to the contrary, the provisions and terms of
this Agreement may at any time and from time to time be varied or amended by the Bank by giving prior notice (together with the reasons
for such variation or amendment) of at least twenty one (21) calendar days to the Customer. |
| (b) | If the Customer is not agreeable to the amended terms and
conditions of this Agreement, the Customer shall notify the Bank in writing of the same within twenty-one (21) calendar days from the
date of notice by the Bank and redeem the Facility by paying the Indebtedness and all sums due to the Bank in full. |
| (c) | In the event the Customer continues to maintain the Facility
twenty-one (21) calendar days after the notice of any amendment to the terms and conditions of this Agreement by the Bank, the Customer
shall be considered to have accepted the amendments to the terms and conditions of this Agreement. |
Individual/SME/Corporate
| 16.10 | Disclosure of information |
The Customer hereby agrees and permits the Bank to disclose any information relating to the Customer, the Facility or the Transaction
Documents to:
| (a) | the Central Credit Unit, Dishonoured Cheques Information
System (DCHEQS) and Central Credit Reference Information System (CCRIS) of BNM or such other authority having jurisdiction over the Bank;
or |
| (b) | any party (including professional advisers and debt collection
agent) pursuant to any enforcement, preservation and/or attempted enforcement or preservation of this Agreement; or |
| (c) | any party providing security or any surety; or |
| (d) | any party or authority, if required by any law, regulation
or by-law or pursuant to any order from any court of competent jurisdiction; or |
| (e) | companies which are now or which in the future may be subsidiaries
within the banking group of the Bank, subject to the provisions of the Islamic Financial Services Act 2013 [Act 759] and any regulations
from BNM; and |
| (f) | any credit reporting agencies. |
The full Privacy Notice is contained in the Bank official website at www.affinislamic.com.my.
The Customer hereby expressly consents to permit the Bank to conduct credit check on the Customer for the purpose of this Agreement at
the Central Credit Bureau, Central Credit Reference Information System (CCRIS), CTOS Sdn Bhd, Dishonoured Cheques Information System (DCHEQS),
Financial Information Services Sdn Bhd (FIS), RAM Credit Information Sdn Bhd or any registered credit reporting agencies.
| 16.11 | Bank Negara Malaysia |
The Facility shall be at all times governed by such rules, regulations and/or directives (whether or not having the force of law) required
or imposed upon the Bank from time to time and at any time by BNM or any other authority having jurisdiction over the Bank.
All sums of money herein offered and to be received by the Bank shall be in Ringgit Malaysia or such other currency to be determined by
the Bank.
Where request is made by the Customer for Malay version of this Agreement, the Bank shall provide the Customer with such Malay version
accordingly.
Individual/SME/Corporate
Any money received hereunder may be placed and kept to the credit of a non-income bearing Shariah-compliant suspense account for so long
as the Bank thinks fit. The Bank is not obliged to apply the money to discharge the liabilities due under this Agreement. In the event
of any proceedings in bankruptcy, liquidation, composition or arrangement the Bank may prove for and agree to accept any dividend or composition
as declared by the relevant authority.
| 16.15 | Right to Consolidate Accounts |
Subject to compliance with Shariah principles, the Bank shall have the right to consolidate any or all accounts of the Customer with the
Bank and such right may be exercised by the Bank following an occurrence of an Event of Default. The Customer shall not be entitled to
require the release of any security provided to the Bank except on payment by the Customer to the Bank of all monies under the Facility
or other account where the Customer is a guarantor or security provider.
| 16.16 | Terms of Letter of Offer Incorporated |
All the provisions, terms and conditions stated in the LO is an integral part of this Agreement. In the event of any conflict or discrepancy
between this Agreement and the LO, the LO shall prevail for the purpose of interpretation and enforcement of this Agreement but only to
the extent of such conflict or discrepancy.
The Customer hereby agrees that the Bank may, subject to compliance with Shariah principles, at any time after an Event of Default, combine
or consolidate existing accounts of the Customer in credit in Ringgit or other currency. Where the account is a joint account with a third
party, consent must be obtained from the third party. The purpose of the consolidation is to use the amount in credit to set-off any part
of the Indebtedness. Where such combination or set-off requires the conversion of one currency into another currency the rate shall be
calculated at the then prevailing spot rate of exchange of the Bank with prior notice of at least seven (7) calendar days to the Customer.
Any set-off and/or combination or consolidation of existing accounts of the Customer is to be with prior notice of at least seven (7)
calendar days to the Customer.
This Agreement is governed by the laws of Malaysia and the parties agree to submit to the jurisdiction of the Courts in Malaysia.
This Agreement shall be binding upon the successors-in-title assigns, heirs, personal representatives of the Customer and on the successors-in-title
and assigns of the Bank.
Individual/SME/Corporate
If:
| (i) | the Bank grants any additional financing facility at the
request of the Customer; or |
| (ii) | the total monies and liabilities due and payable to the Bank
shall at any time exceed the limit of the Facility for which the Security Documents have been stamped to secure, |
the Bank shall be at liberty at any time to upstamp this Agreement for the excess amount. Such monies paid by the Bank shall be payable
on demand by the Customer. Subject to compliance with Shariah principles, the Bank shall have the right to debit any account of the Customer
with the Bank for that purpose. Such monies shall be secured under the Security Documents in addition to the monies secured with the same
priority and shall be subject to the applicable compensation for late payment.
Any sum set out payable by any party to any other party in this Agreement shall be exclusive of any tax. The Bank’s charges also exclude
any tax. However, if in future such a service tax is imposed, the Bank will be entitled to recover from the Customer any tax that the
Bank is required by law to collect.
| 16.22 | Whistle-Blowing & Business Ethics |
| (a) | The Customer shall, as soon as reasonably possible, inform
any of the officers of the Bank in writing, upon having knowledge of any director, officer or employee of the Bank, asking for or receiving
from the Customer or its Affiliates, any Gratification in relation to this Agreement, and the Customer or its Affiliates knows that such
Gratification is not for the benefit of the Bank. |
| (b) | The Customer undertakes that neither it nor its Affiliate
nor anyone acting on its direction or authority shall, give or offer, or agree to give or offer, any Gratification in relation to this
Agreement as an inducement or reward to any director, officer or employee of the Bank or any other person, for doing or refrain from
doing any act under this Agreement. |
| (c) | In the event there is evidence that the Customer, its Affiliate
or anyone acting under its direction or authority is in breach of clause (a) or (b) above, the Bank may terminate this Agreement by giving
written notice to the Customer. Upon such termination, the Bank shall be entitled to claim all losses, costs, damages and expenses incurred
by the Bank arising from such termination. |
| (d) | Subject to any written law and with the exception of written
requests from the Customer’s internal auditors or lawyers for information required by any laws, the Bank shall keep confidential any
information disclosed or received including the identity of the person giving the information and all the circumstances relating to the
information. |
Individual/SME/Corporate
| (e) | The Customer shall also whistle-blow in the event of any
malpractice or wrong-doing by the Bank’s staff or employees toward them or their staff, agents or contractors. |
| (f) | For the purpose of this clause: |
“Affiliate” means in relation to the Customer, any person or entity owned and controlled by the Customer, or any person or entity that
controls the Customer.
“Gratification” includes any gift, money, property or thing of value or any service, favour or other thing of value, or any service, favour
or other intangible benefit or consideration of any kind, or any other similar advantage.
| 16.23 | Additional Provisions Applicable to the Facility |
The additional provisions set out in the schedules and appendices of this Agreement shall be read as part and parcel of this Agreement.
The additional provisions shall be applicable in full force and effect in all respect as if the said provisions were spelt out and stated
in this Agreement. In the event of any conflict or discrepancies between the additional provisions with this Agreement, the additional
provisions shall prevail for interpretation and enforcement but only to the extent such conflict or discrepancies.
The transaction arising from this Agreement shall at all times be subject to all prevailing guidelines, procedures, terms, rules, directives,
regulations (whether or not having the force of law) in order to ensure industry practices are met. In the event of any conflict or discrepancies
between the guidelines, procedures, terms, rules, directives, regulations with the provisions of this Agreement, the guidelines, procedures,
terms, rules, directives, and regulations shall prevail but only to the extent of the conflict or discrepancies.
| 16.25 | Foreign Exchange Administration Rules (FEA) |
The Customer shall comply with the provisions of the Islamic Financial Services Act, 2013, the Foreign Exchange Administration Rules issued
by Bank Negara Malaysia and other applicable regulations, notices and guidelines. The Customer shall arrange, coordinate, manage and obtain
all the necessary Consents required in connection with the execution, performance, validity or enforceability of the Transaction Documents.
This Agreement forms part of the several instruments employed in one transaction within the meaning of Section 4(3) of the Stamp Act 1949
[Act 378] to secure the payment of the Indebtedness and all other monies payable by the Customer to the Bank. For the purpose of the said
section, this Agreement shall be considered as the principal instrument and other documents shall be considered as subsidiary or auxiliary
instrument(s).
[End of Clauses]
Individual/SME/Corporate
Individual/SME/Corporate
SCHEDULE 1
Main Terms and Particulars of Facility
| Item |
Description |
Particulars |
| 1. |
Customer |
[Name of Customer: |
]SAGTEC GROUP SDN. BHD. |
| |
|
[Company number: |
]201801021489 (1283508-P) |
| |
|
[Registered address: |
]181, Leboh Unta, Taman |
| |
|
|
Berkeley, 41150 Klang, Selangor |
| |
|
|
| 2. |
Letter of Offer |
16th July 2021 |
| |
|
|
| 3. |
Security Party |
[Name of Security Party:] |
| |
|
[Company number: ] |
| |
|
[Registered
address: ] |
| |
|
|
| |
|
[Name of Security Party: NG CHEN
LOK (NRIC No. 870203-06-5701) of No. 64, Jalan Udang Gantung 8, Taman Megah, Kepong, 52100 Kuala Lumpur |
| |
|
|
| |
|
[Name
of Security Party: SYARIKAT JAMINAN PEMBIAYAAN PERNIAGAAN (SJPP) |
SCHEDULE 2
TERMS AND CONDITIONS OF TAWARRUQ CASH LINE-i FACILITY
In this Schedule, each of the following expressions has, except where the context otherwise requires, the meaning shown opposite it:
“Agency Fee” means the agency fee payable
by the Customer to the Bank in the amount and/or in the manner as stated in the Letter of Offer.
“Bank’s Purchase Price” means the amount as
stated in the Purchase Undertaking equivalent to the amount of the Facility.
“Bank’s Sale Price” means the amount as calculated
based on the Ceiling Profit Rate which is payable by the Customer to the Bank on deferred payment term.
“Ceiling Profit Rate” means the ceiling profit
rate as set out in the Letter of Offer.
“Commodity” means such Shariah compliant commodity
acceptable to the Bank as particularly described in the Murabahah Sale Contract or as referred to in the Murabahah Sale Confirmation
(as the case maybe).
“Commodity Supplier” in relation to the Tawarruq
Transaction, means the commodity supplier as acceptable to the Bank.
“Effective Profit Rate” means the effective
profit rate as set out in the Letter of Offer.
“Facility Transaction” means Tawarruq Transaction.
“Letter of Agency” in relation
to the Tawarruq Transaction, means the letter of agency issued by the Customer in favour of the Bank in the form as set out in Annexure
3 of this Schedule or any other form acceptable to the Bank duly completed.
“Murabahah Sale Confirmation” means the confirmation
in writing issued by the Bank to signify the conclusion of the Tawarruq Transaction subject to the terms of this Agreement.
“Murabahah Sale Contract” in relation
to the Tawarruq Transaction, means the murabahah sale contract entered into between the Bank and the Customer in the form as set out
in Annexure 2 of this Schedule or any other form acceptable to the Bank duly completed.
“Purchase Undertaking” in relation
to the Tawarruq Transaction, means the letter of purchase undertaking issued by the Customer in favour of the Bank in the form as set
out in Annexure 1 of this Schedule or any other form acceptable to the Bank duly completed.
“Tawarruq Transaction” means the transactions
as stipulated under Clause 2 of this Schedule.
| (a) | The Customer shall enter into the Tawarruq Transaction prior
to disbursement of the Facility. |
| (b) | In accordance with the Shariah concept of Tawarruq, the Tawarruq
Transaction as follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking, the Bank
will, purchase the Commodity from Commodity Supplier at the Bank’s Purchase Price; |
| (ii) | Pursuant to the Murabahah
Sale Contract (if applicable), the Bank will, at the request of the Customer, sell
the Commodity to the Customer at the Bank’s Sale Price on deferred payment terms; and |
| (iii) | Pursuant to the Letter
of Agency, the Customer will appoint the Bank as agent to act for and on behalf of
the Customer to sell and conclude the sale of the Commodity to the Commodity Supplier (who
shall not be the same commodity supplier in Clause 2(b)(i) above, except where the sale is
on random basis) at the Bank’s Purchase Price. |
| (iv) | In accordance with the
Letter of Agency, the Bank, acting as agent of the Customer, will sell the
Commodity to the Commodity Supplier (who shall not be the same commodity supplier in Clause
2(b)(i) above, except where the sale is on random basis) at the Bank’s Purchase Price
which is equivalent to the amount of the Facility. The proceeds from the sale will be made
available to the Customer subject to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of the Commodity by the Bank to the
Customer may be concluded by way of verbal contract as follows:- |
| (aa) | the sale of the commodity will be concluded verbally between
the Bank and the Customer; |
| (bb) | upon
conclusion of the verbal murabahah sale transaction of the Commodity, the Bank will issue
confirmation of murabahah sale transaction which will provide the agreed Bank’s Sale
Price payable on deferred payment term; and |
| (cc) | if the parties conclude the murabahah sale transaction by way
of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
| (c) | In relation to the agency created under the Letter of Agency, the Customer shall pay to the Bank the
Agency Fee subject to the terms and conditions as stated in the Letter of Offer and the Letter of Agency. |
| (a) | The Facility will be made available for utilisation into a designated
current account-i of the Customer with the Bank (“Account”). |
| (b) | The utilisation of such amount from the Account shall be effected from time to time by cheques drawn
on the Bank by the Customer or by such other modes as may be agreed to between the Customer and the Bank from time to time. |
| (c) | The availability of the Facility in the Account in the above
stated manner by the Bank shall be deemed to be effective payment of the same to the Customer of the Bank’s Purchase Price. |
| 3.2 | Payment by the Customer |
| (a) | The Customer shall pay to the Bank the Bank’s Sale Price
in the amount, at the time and in the manner as specified in Clause (b) below or any other manner as determined by the Bank from time
to time with prior notice to the Customer. |
| (b) | Unless otherwise provided in the Murabahah Sale Contract or
the Murabahah Sale Confirmation (as the case maybe), the Customer agrees that the payment of the Bank’s Sale Price shall be effected
as follows:- |
| (aa) | The profit margin under the Bank’s Sale Price shall be
realized on a monthly basis by debiting the Account as long as it is still within the drawing limit; and |
| (bb) | If the Account is already fully utilized, the Customer shall
be required to service the monthly profit through payments made directly to the Bank. |
The principal portion of the
Bank’s Sale Price shall be payable in one lump sum at the end of the Tenure.
| (c) | The Bank’s Sale Price is calculated based on the Ceiling Profit Rate. However, the monthly
payment of the Bank’s Sale Price shall be calculated based on the Effective Profit Rate which will not exceed the Ceiling
Profit Rate. The Bank shall grant rebate for the differential between the Ceiling Profit Rate and Effective Profit Rate. |
| (d) | Where
any payment is due to be made by the Customer under this Agreement on a day which is not a Business Day, then in such case, the due date
for payment shall be made on the immediately preceding Business Day. |
| 3.3 | Review and Renewal
of Facility |
| (a) | The Facility is granted conditional upon the Customer conducting
the Account with the Bank satisfactorily at all times. |
| (b) | The Facility shall be subject to review from time to time in
the manner as determined by the Bank. |
| (c) | Pursuant to the review, the Bank shall have the right, subject
to Shariah principle, to terminate the Facility, accelerate the Bank’s Sale Price and/or vary the terms of the Facility with twenty-one
(21) calendar days prior notice to the Customer. |
| (d) | If the Customer is not agreeable to the amended terms and conditions
of this Agreement, the Customer shall notify the Bank in writing of the same within twenty-one (21) calendar days from the date of notice by the Bank. |
| (e) | In the event the Customer continues to maintain the Facility,
twenty-one (21) calendar days after the notice of any amendment to the terms and conditions of this Agreement by the Bank, the Customer
shall be considered to have accepted the amendments to the terms and conditions of this Agreement. |
| (f) | Notwithstanding all the above or the tenure of the Facility,
the entire Facility shall become due and payable on demand. |
| (g) | The Bank may at its discretion, upon request by the Customer to renew the Facility, grant a renewal
of the Facility subject to the new Tenure and upon such terms and conditions as may be deemed fit by the Bank. |
| (h) | On such renewal, all proceeds of the new or renewed Facility
shall first be applied towards the payment of all amounts then outstanding and due to the Bank under the existing facility without further
notice or demand. |
| (i) | Any request for renewal may be made by the Customer within the
period as determined by the Bank from time to time prior to the maturity of the existing facility in the form substantially set out in
Annexure 4 of this Schedule or any other form acceptable to the Bank. |
| (j) | Any renewal, once approved by the Bank, shall be affected by
the Customer and the Bank executing the fresh Tawarruq Transaction. |
| (a) | The Bank shall grant rebate to the Customer if any of the following
shall occur: |
| (i) | The
Customer makes early settlement or early redemption, including those arising from prepayments; |
| (ii) | The Customer makes settlement of the original financing contract
due to financing restructuring exercise; |
| (iii) | The Customer makes settlement of the Facility in the case of
default; or |
| (iv) | The Customer makes settlement of the Facility in the event of
termination or cancellation of financing before the maturity date. |
| (b) | Rebate shall be calculated based on the following formula: |
Deferred profit (at the point
of settlement of financing) - Early Settlement Charges (if any).
| (ii) | For non-delivery/non-possession of asset |
Deferred profit (at the point
of settlement of financing) + Undisbursed principal or Cost of Purchase - Early Settlement Charges(if any).
| (c) | Rebate shall not be construed in any manner as cash rebate payable
to the Customer, but shall be reflected as a reduction in the profit element of the installment of the Bank’s Sale Price. |
| (d) | Rebate shall only be granted in the manner as determined by
the Bank upon receipt of the settlement/redemption sum. |
| |
3.5 | Changes in Circumstances |
Where any one or more of the following occur:
| (a) | the introduction, imposition or variation of any law, order,
rule, regulation or official directive (whether or not having the force of law); or |
| (b) | any change in the interpretation or application any law, order,
rule, regulation or official directive (whether or not having the force of law); or |
| (c) | any compliance with any directive, guideline, circular, note
or request (whether or not having the force of law) from or agreement with or requirement of BNM or other fiscal, monetary or other authority
or agency, |
| (d) | makes it unlawful or impractical without breaching any such
law, order, rule, regulation or official directive for the Bank to maintain, fund or give effect to its obligations under this Agreement,
then – |
| (i) | the Bank’s obligation (if any) in respect of any future
availability of the Facility shall forthwith be terminated and the Facility shall be cancelled to such extent; and |
| (ii) | the Customer shall upon being so notified, be obliged to pre-pay the Bank’s Sale Price or any
part of the same together with any amount due under the Facility on such date as the Bank shall certify to be necessary to comply
with such law, order, rule or regulation. |
If–
| (a) | any part of the Customer’s assets shall be acquired, seized
or otherwise appropriated or nationalised; or |
| (b) | the Customer shall have been prevented from exercising his normal
control and possession over the Customer’s assets, |
by any person acting or purporting
to act under the authority of the government, then –
| (i) | any compensation received by the Customer arising from such
events described in sub-paragraphs (a) and (b) above shall first be used to pay all amount due under the Facility; or |
| (ii) | unless the Customer can provide evidence that the Customer has
the ability to perform its obligations under this Agreement to the satisfaction of the Bank, the Bank may, at its discretion, terminate
the Facility with prior notice of twenty-one (21) calendar days to the Customer and Customer shall then be obliged to pay the Bank’s
Sale Price together with any other sum due under the Facility. |
Any
notification by the Bank concerning any of the matters referred to in Clause 3.5.1 and 3.5.2 above shall, save for any obvious error
be conclusive and binding on the Customer.
The
Customer shall at all times fully indemnify and keep the Bank indemnified against all and any action, proceeding, claim, expense,
loss, damage or liability which the Bank may incur as a consequence of or arising from or connected to the Customer’s control,
possession or use of the Commodity, including but not limited to any damage or injury to persons or property and the costs and
liabilities arising from such claims.
ANNEXURE 1
Form of Purchase Undertaking
Letterhead of the Customer
Date:
| To: | Affin Islamic Bank Berhad |
Dear Sirs,
PURCHASE UNDERTAKING
| Customer: |
___________ (“Customer”) |
| Facility: |
___________ from Affin Islamic Bank Berhad (“Bank”) (“Facility”) |
| Facility Agreement: |
Master Facilities Agreement dated ___________ entered into between the Customer and Affin Islamic Bank Berhad (“Facility Agreement”) |
We refer to the Facility Agreement. All capitalised terms defined in
the Facility Agreement shall have the same meanings when used in this Purchase Undertaking.
| 1. | Pursuant to the Facility Agreement, the Bank has agreed at our
request to make available or continue to make available the Facility to us. It is one of the conditions for the granting of the Facility
by the Bank that we execute this undertaking. |
| 2. | We irrevocably undertake that upon completion of your purchase
from the Commodity Supplier of the Commodity at the Bank’s Purchase Price on the Purchase Date, we will purchase the Commodity
from you at the Bank’s Sale Price on the following terms: |
|
Commodity: |
Any Shariah compliant commodity. |
| Bank’s Purchase Price: |
RM |
| Purchase Date: |
|
| Bank’s Sale Price: |
RM |
| Tenure: |
|
| 3. | We also irrevocably undertake to execute the relevant document(s)
(in connection with the purchase of the Commodity) with you and to promptly deliver the same to you. |
| 4. | In the event we refuse to honour our undertaking to purchase
the Commodity and/or to execute the relevant document(s) (in connection with the purchase of the Commodity), we shall compensate the
Bank based on the Bank’s Purchase Price together with any cost incurred by the Bank incidental to the purchase of the Commodity. |
| 5. | This undertaking shall be automatically revoked upon full satisfaction
or cancellation of the Facility. |
| 6. | Pursuant to Paragraph 6 of the General Exemptions of the First
Schedule of the Stamp Act 1949 to which this Purchase Undertaking is an additional instrument strictly required for the purpose of compliance
with the Shariah Principle, this Purchase Undertaking is exempted from stamp duty. |
Thank you.
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Purchase Undertaking before signing below. In the event there are any terms and conditions in this Purchase
Undertaking that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative
or agent before signing below.
For and on behalf of
insert name of customer
___________________
Authorized Signatory
ANNEXURE 2
Form of Murabahah Sale Contract
(This Murabahah Sale Contract
is not required to be executed if the Customer and the Bank enter into the verbal contract)
DATED:
THIS MURABAHAH SALE CONTRACT is made between the following parties:
| (1) | AFFIN ISLAMIC BANK BERHAD (“Bank”); and |
| (2) | The
party as stated Item 1 of the Appendix to this Murabahah Sale Contract, as represented
by the Bank, as agent (“Customer”). |
WHEREAS:
| (A) | Pursuant to the Purchase Undertaking dated the day and year
as stated in Item 2 of the Appendix to this Murabahah Sale Contract (“Purchase Undertaking”), the Bank has
purchased the Commodity as stated in Item 3 of the Appendix to this Murabahah Sale Contract (“Commodity”) from
a commodity supplier at the Bank’s Purchase Price as stated in Item 4 of the Appendix to this Murabahah Sale Contract (“Bank’s
Purchase Price”) subject to the terms of the Purchase Undertaking. |
| (B) | Further and pursuant to the Purchase Undertaking, the Customer
has irrevocably agreed and undertaken to purchase from the Bank the Commodity at the agreed sale price as set out in Item 5 of the
Appendix to this Murabahah Sale Contract (“Bank’s Sale Price”), payable on deferred terms subject to the
terms of this Murabahah Sale Contract. |
NOW IT IS AGREED as follow:
| 1. | DEFINITIONS AND INTERPRETATION |
In this Murabahah Sale Contract, unless the context otherwise requires
and save as specifically defined in this Murabahah Sale Contract, words and expressions as defined in the Master Facilities Agreement
executed between the Customer and the Bank in relation to this Murabahah Sale Contract (“Facility Agreement”), shall
have the same meaning when used in this Murabahah Sale Contract. Further, in this Murabahah Sale Contract, the following terms and expression
shall have the meanings set opposite them:
|
“Bank’s Sale Price” |
the applicable selling price in respect of the Commodity, as set out in Item 5 of the Appendix to this Murabahah Sale Contract. |
|
“Commodity” |
the Shariah compliant Commodity as described in Item 3 of the Appendix to
this Murabahah Sale Contract. |
|
“Purchase Undertaking” |
the purchase order delivered by the Customer to the Bank as described in Item
2 of the Appendix to this Murabahah Sale Contract. |
| 1.2 | Construction and interpretation |
Except where the context otherwise requires, any reference to construction
of certain words and interpretation or certain words or phrases as defined in the Facility Agreement, shall have the same meaning when
used in this Murabahah Sale Contract.
The Bank sells, and the Customer purchases, the Commodity at the Bank’s
Sale Price payable in the manner as agreed between both the Customer and the Bank and subject to the terms of this Murabahah Sale Contract.
| 3.1 | Transfer of ownership and risk |
The ownership and risk of the Commodity shall pass from the Bank to
the Customer upon the execution of this Murabahah Sale Contract.
The Commodity is sold by the Bank to the Customer on an “as is
where is” basis.
The Bank does not and shall not be deemed to give any warranty or representation
in relation to the Commodity whether arising by implication, by common law, by statute or otherwise and without prejudice to the generality
of the foregoing, any such warranty or representation is expressly excluded to the extent permitted by law.
The Customer waives any claims it may have against the Bank in respect
of any loss which the Customer may suffer by reason of, or arising out of or in connection with this Murabahah Sale Contract or otherwise
in connection with any of the Commodity other than with respect to losses, claims, damages or liabilities finally judicially determined
to have resulted primarily from the negligence or misconduct of the Bank. In particular, the Customer shall have no remedy against the
Bank in respect of the quality, condition, quantity, description, title or otherwise of the Commodity.
This Murabahah Sale Contract may be executed in counterparts (including
by facsimile transmission) and this has the same effect as if the signatures on the counterparts were on a single copy of this Murabahah
Sale Contract.
| 5. | INCORPORATION OF FACILITY AGREEMENT |
The Parties agree that the terms and conditions of the Facility Agreement
are deemed incorporated into this Murabahah Sale Contract which shall form part of this Murabahah Sale Contract. In the event of inconsistency
between the Facility Agreement and the Murabahah Sale Contract, the terms of this Murabahah Sale Contract shall prevail for the purpose
of interpretation and enforcement of this Murabahah Sale Contract.
| (a) | IT IS DECLARED THAT this Murabahah Sale Contract constitute
one of the several instruments relating to Islamic facilities where pursuant to Section 4(3) of the Stamp Act, 1949, the Facility Agreement
shall be deemed as the principal instrument and this Murabahah Sale Contract shall be deemed as the subsidiary instrument. |
| (b) | Pursuant to Paragraph 6 of the General Exemptions of the First
Schedule of the Stamp Act 1949 to which this Murabahah Sale Contract is an additional instrument strictly required for the purpose of
compliance with the Shariah Principle, this Murabahah Sale Contract is exempted from stamp duty. |
[End of clauses]
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Murabahah Sale Contract before signing below. In the event there are any terms and conditions in this Murabahah
Sale Contract that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative
or agent before signing below.
EXECUTION
PAGE OF MURABAHAH SALE CONTRACT
EXECUTED BY THE PARTIES to this Murabahah Sale Contract
on the day and year first above written.
| Bank |
|
| Signed for and on behalf of |
) |
| AFFIN ISLAMIC BANK BERHAD |
) |
| (Registration No. 200501027372 (709506-V) |
) |
| by its Attorney in the presence of: |
).................................................................................................. |
| Company Customer |
|
| *The
Common Seal of the Customer |
) |
| was affixed
on this Murabahah Sale Contract |
) |
| (as authorised by the Board of Directors’ Resolution) |
) |
| in the presence of: |
) |
| ......................................................................................... |
|
......................................................................................... |
| DIRECTOR |
|
DIRECTOR/SECRETARY |
| Name: |
|
Name: |
| Company Customer |
|
| *Signed for and on behalf of the Customer |
) |
| (as authorised by the Board of Directors’ Resolution) |
) |
| in the presence of: |
) ..................................................................................... |
| Individual/Sole Proprietor/Partnership Customer |
|
| *Signed by the Customer |
) |
| in the presence of: |
) ..................................................................................... |
* Delete whichever is not applicable
This is the execution page of the Murabahah Sale Contract for Islamic
banking facility granted by Affin Islamic Bank Berhad (Registration No. 200501027372 (709506-V)) to [Customer’s Name] (Company No. ).
APPENDIX
(Appendix to Murabahah Sale Contract)
| Item |
Description |
Particulars |
| 1. |
Customer |
SAGTEC GROUP SDN. BHD.
(Registration No: 201801021489) (1283508-P) |
| 2. |
Purchase Undertaking |
Date: |
| 3. |
Commodity |
|
| 4. |
Bank’s Purchase Price |
Ringgit Malaysia Seven Hundred and Fifty Thousand (RM750,000.00) only |
| 5. |
Bank’s Sale Price |
Ringgit Malaysia One Million Six Hundred and Fifty Thousand (RM1,650,000.00) only |
ANNEXURE 3
Form of Letter of Agency
Letterhead of the Customer
Date:
| To: | Affin Islamic Bank Berhad |
LETTER OF AGENCY
| Customer: |
___________________ (“Customer”) |
| Facility: |
___________________ from Affin Islamic Bank Berhad (“Bank”) (“Facility”) |
| Facility Agreement: |
Master Facilities Agreement dated ___________________ entered into between the Customer and Affin Islamic Bank Berhad
(“Facility Agreement”) |
We refer to the Facility Agreement. All capitalised terms defined in
the Facility Agreement shall have the same meanings when used in this Letter of Agency.
| (2) | We wish to appoint Affin
Islamic Bank Berhad to act as our agent (or Wakeel) for and on our behalf for the sale from
time to time of Shariah-compliant Commodity (“Commodity”) subject to the
terms and conditions of this Letter of Agency. |
| (3) | We irrevocably appoint and confirm your appointment as our agent
to act for and on our behalf to sell and conclude the sale of the Commodity to any commodity supplier (who shall not be the same commodity
supplier as referred to in the Purchase Undertaking, except where the sale is on random basis), at a sale consideration which is equivalent
to the Bank’s Purchase Price. Kindly remit the proceeds of the sale of the Commodity to our account as acceptable to the Bank. |
| (4) | For the purpose of discharging your duties as our agent, you
are irrevocably authorised to sign, execute any document, agreement or instrument for and on our behalf. |
| (5) | In relation to the agency created in this Letter of Agency,
we shall pay to you the Agency Fee subject to the terms and conditions as stated in the Facility Agreement. |
| (6) | Your authority is limited to the duties, obligations and liabilities
specifically provided for in this Letter of Agency. |
| (7) | Any action, act or deed taken or performed by you pursuant to
this Letter of Agency shall be binding upon us. |
| (8) | We undertake to indemnify the Bank from any losses, costs, expenses
or damage that the Bank may suffer or incur as a result of performing the Bank’s agency function except in the event of misconduct (ta’addi),
negligence (taqsir) or breach of specified terms (mukhalafah al-shurut). |
| (9) | This Letter of Agency shall be binding upon each party to this
Letter of Agency and its successors-in-title, and permitted assigns. |
| (10) | This Letter of Agency is governed by, and shall be construed
in accordance with the laws of Malaysia and the parties submit to the exclusive jurisdiction of the Malaysian courts. |
| (11) | The agency appointment is terminated upon full satisfaction/settlement
or cancellation/termination of the Facility. |
| (12) | Pursuant to Paragraph 6 of the General Exemptions of the First
Schedule of the Stamp Act 1949 to which this Letter of Agency is an additional instrument strictly required for the purpose of compliance
with the Shariah Principle, this Letter of Agency is exempted from stamp duty. |
Thank you.
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Letter of Agency before signing below. In the event there are any terms and conditions in this Letter of
Agency that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative
or agent before signing below.
For and on behalf of
insert name of customer
Acceptance of Appointment
We, Affin Islamic Bank Berhad agree and accept the appointment as agent
subject to the terms of this Letter of Agency.
Thank you.
For and on behalf of
Affin Islamic Bank Berhad
ANNEXURE 4
Specimen of the Renewal
Notice
Date:
Affin Islamic Bank Berhad
Dear Sirs,
| Facility: |
Tawarruq Cash Line-i of RM*** |
| Letter of Offer: |
Date: ________________________ |
| Master Facilities Agreement: |
Date: ________________________ (“Facility Agreement”) |
I/We refer to the Facility granted or to be granted to me/us by the
Bank pursuant to the Letter of Offer and the Facility Agreement made by or between the Bank and/or me/us (“Facility Documents”).
I/We:
| (a) | give you notice that we wish to reapply for the Facility/renew
the Facility which expires on ___________________ |
| (i) | the covenants, representations and warranties contained in
the Facility Agreement if repeated as at the date of this Notice with reference to the facts and circumstances subsisting at the date
of this Notice would be true and accurate in all respects; |
| (ii) | no Event of Default mentioned in the Facility Agreement has
occurred which, with the lapse of time and or the giving of notice and/or a relevant determination, would constitute a default; and |
| (iii) | that the terms and conditions in the Facility Agreement shall
constitute legal, valid and binding obligation and are enforceable against me/us in the event an Event of Default has occurred. |
Thank you.
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Renewal Notice before signing below. In the event there are any terms and conditions in this Renewal Notice
that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative or agent
before signing below.
Yours faithfully,
for and on behalf of
insert name of customer
| |
.................................................................... |
|
| |
Authorised signatory |
|
SCHEDULE 2
TERMS AND CONDITIONS OF
TAWARRUQ TERM FINANCING-i FACILITY
In this Schedule,
each of the following expressions has, except where the context otherwise requires, the meaning shown opposite it:
“Agency
Fee” means the agency fee payable by the Customer to the Bank in the amount and/or in the manner as stated in the Letter of
Offer.
“Bank’s
Purchase Price” means the amount as stated in the Purchase Undertaking equivalent to the amount of the Facility.
“Bank’s
Sale Price” means the amount as calculated based on the Ceiling Profit Rate which is payable by the Customer to the Bank on
deferred payment term.
“Ceiling
Profit Rate” means the ceiling profit rate as set out in the Letter of Offer.
“Commodity”
means such Shariah compliant commodity acceptable to the Bank as particularly described in the Murabahah Sale Contract or as referred
to in the Murabahah Sale Confirmation (as the case maybe).
“Commodity
Supplier” in relation to the Tawarruq Transaction, means the commodity supplier as acceptable to the Bank.
“Effective
Profit Rate” means the effective profit rate as set out in the Letter of Offer.
“Facility
Transaction” means Tawarruq Transaction.
“Letter
of Agency” in relation to the Tawarruq Transaction, means the letter of agency issued by the Customer in favour of the Bank
in the form as set out in Annexure 3 of this Schedule or any other form acceptable to the Bank duly completed.
“Murabahah
Sale Confirmation” means the confirmation in writing issued by the Bank to signify the conclusion of the Tawarruq Transaction
subject to the terms of this Agreement.
“Murabahah
Sale Contract” in relation to the Tawarruq Transaction, means the murabahah sale contract entered into between the Bank
and the Customer in the form as set out in Annexure 2 of this Schedule or any other form acceptable to the Bank duly
completed.
“Purchase
Undertaking” in relation to the Tawarruq Transaction, means the letter of purchase undertaking issued by the Customer in favour
of the Bank in the form as set out in Annexure 1 of this Schedule or any other form acceptable to the Bank duly completed.
“Tawarruq
Transaction” means the transactions as stipulated under Clause 2 of this Schedule.
| (a) | The Customer shall enter into the Tawarruq Transaction prior to disbursement of the Facility. |
| (b) | In accordance with the Shariah concept of Tawarruq, the Tawarruq Transaction as
follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking, the Bank
will, purchase the Commodity from Commodity Supplier at the Bank’s Purchase Price; |
| (ii) | Pursuant
to the Murabahah Sale Contract (if applicable), the Bank will, at the request
of the Customer, sell the Commodity to the Customer at the Bank’s Sale Price on deferred
payment terms; and |
| (iii) | Pursuant
to the Letter of Agency, the Customer will appoint the Bank as
agent to act for and on behalf of the Customer to sell and conclude the sale of the Commodity
to the Commodity Supplier (who shall not be the same commodity supplier in Clause 2(b)(i)
above, except where the sale is on random basis) at the Bank’s Purchase Price. |
| (iv) | In accordance with the
Letter of Agency, the Bank, acting as agent of the Customer,
will sell the Commodity to the Commodity Supplier (who shall not be the same commodity supplier
in Clause 2(b)(i) above, except where the sale is on random basis) at the Bank’s Purchase
Price which is equivalent to the amount of the Facility. The proceeds from the sale will
be made available to the Customer subject to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of the Commodity by the Bank to the
Customer may be concluded by way of verbal contract as follows:- |
| (aa) | the sale of the commodity will be concluded verbally between
the Bank and the Customer; |
| (bb) | upon conclusion of
the verbal murabahah sale transaction of the Commodity, the Bank will issue confirmation
of murabahah sale transaction which will provide the agreed Bank’s Sale Price payable
on deferred payment term; and |
| (cc) | if the parties conclude the murabahah sale transaction by
way of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
| (b) | In
relation to the agency created under the Letter of Agency, the Customer shall pay to the Bank the Agency Fee subject to the terms and
conditions as stated in the Letter of Offer and the Letter of Agency. |
| (a) | The Facility shall be subject to review from time to time
in the manner as determined by the Bank. |
| (b) | Pursuant to the review, the Bank shall have the right, subject
to Shariah principle, to terminate the Facility, accelerate the Bank’s Sale Price and/or vary the terms of the Facility with twenty-one
(21) calendar days prior notice to the Customer. |
| (c) | If the Customer is not agreeable to the amended terms and
conditions of this Agreement, the Customer shall notify the Bank in writing of the same within twenty-one (21) calendar days from the
date of notice by the Bank. |
| (d) | In the event the Customer continues to maintain the Facility,
twenty-one (21) calendar days after the notice of any amendment to the terms and conditions of this Agreement by the Bank, the Customer
shall be considered to have accepted the amendments to the terms and conditions of this Agreement. |
| 3.2 | Payment by the Customer |
| (a) | Unless otherwise provided in the Murabahah Sale Contract,
the Customer agrees that the Customer shall pay the Bank’s Sale Price in the manner as stated in the Letter of Offer or any other manner
as determined by the Bank from time to time. |
| (b) | The Bank’s Sale Price is calculated based on the Ceiling
Profit Rate. However, the monthly payment of the Bank’s Sale Price shall be calculated based on the Effective Profit Rate which will
not exceed the Ceiling Profit Rate. The Bank shall grant rebate for the differential between the Ceiling Profit Rate and Effective Profit
Rate. |
| (c) | Where any payment is due to be made by the Customer under
this Agreement on a day which is not a Business Day, then in such case, the due date for payment shall be made on the immediately preceding
Business Day. |
| (a) | The Bank shall grant rebate to the Customer if any of the
following shall occur: |
| (i) | The Customer makes early settlement or early redemption,
including those arising from prepayments; |
| (ii) | The Customer makes settlement of the original financing contract
due to financing restructuring exercise; |
| (iii) | The Customer makes settlement of the Facility in the case of
default; or |
| (iv) | The Customer makes settlement of the Facility in the event
of termination or cancellation of financing before the maturity date, |
| (b) | Rebate shall be calculated based on the following formula: |
Deferred profit (at the point of settlement of
financing) - Early Settlement Charges (if any).
| (ii) | For non-delivery/non-possession
of asset |
Deferred profit (at the point of settlement of financing) + Undisbursed
principal or Cost of Purchase - Early Settlement Charges (if any).
| (c) | Rebate shall not be construed in any manner as cash rebate
payable to the Customer, but shall be reflected as a reduction in the profit element of the installment of the Bank’s Sale Price. |
| (d) | Rebate shall only be granted in the manner as determined
by the Bank upon receipt of the settlement/redemption sum. |
| 3.4 | Changes in Circumstances |
Where any one or more of the following occurs:
| ● | the introduction, imposition or variation of any law, order,
rule, regulation or official directive (whether or not having the force of law); or |
| ● | any change in the interpretation or application any law,
order, rule, regulation or official directive (whether or not having the force of law); or |
| ● | any compliance with any directive, guideline, circular, note or request (whether or not having the
force of law) from or agreement with or requirement of BNM or other fiscal, monetary or other authority or agency, |
makes it unlawful or impractical without breaching any
such law, order, rule, regulation or official directive for the Bank to maintain, fund or give effect to its obligations under this
Agreement, then –
| (i) | the Bank’s obligation (if any) in respect of any future availability
of the Facility shall forthwith be terminated and the Facility shall be cancelled to such extent; and |
| (ii) | the Customer shall upon being so notified, be obliged to
pre-pay the Bank’s Sale Price or any part of the same together with any amount due under the Facility on such date as the Bank shall
certify to be necessary to comply with such law, order, rule or regulation. |
If –
| (a) | any part of the Customer’s assets shall be acquired, seized
or otherwise appropriated or nationalised; or |
| (b) | the Customer shall have been prevented from exercising his
normal control and possession over the Customer’s assets, |
by any person acting or purporting to act under the authority of the
government, then –
| (i) | any compensation received by the Customer arising from such
events described in sub-paragraphs (a) and (b) above shall first be used to pay all amount due under the Facility; or |
| (ii) | unless the Customer can provide evidence that the Customer has the ability to perform its
obligations under this Agreement to the satisfaction of the Bank, the Bank may, at its discretion, terminate the Facility with prior
notice of twenty-one (21) calendar days to the Customer and the Customer shall then be obliged to pay the Bank’s Sale Price together
with any other sum due under the Facility. |
Any notification by the Bank concerning any of the matters referred
to in Clause 3.4.1 and 3.4.2 above shall, save for any obvious error be conclusive and binding on the Customer.
The Customer shall at all times fully indemnify and keep the Bank indemnified
against all and any action, proceeding, claim, expense, loss, damage or liability which the Bank may incur as a consequence of or arising
from or connected to the Customer’s control, possession or use of the Commodity, including but not limited to any damage or injury to
persons or property and the costs and liabilities arising from such claims.
ANNEXURE 1
Form of Purchase Undertaking
Letterhead of the Customer
Date:
| To: | Affin Islamic Bank Berhad |
Dear Sirs,
PURCHASE UNDERTAKING
| Customer: |
_________ (“Customer”) |
| Facility: |
_________ from Affin Islamic Bank Berhad (“Bank”) (“Facility”) |
| Facility Agreement: |
Master Facilities Agreement dated ___________ entered into between the Customer and Affin Islamic Bank Berhad (“Facility Agreement”) |
We refer to the Facility Agreement. All capitalised terms defined in
the Facility Agreement shall have the same meanings when used in this Purchase Undertaking.
| 1 | Pursuant to the Facility Agreement, the Bank has agreed at our
request to make available or continue to make available the Facility to us. It is one of the conditions for the granting of the Facility
by the Bank that we execute this undertaking. |
| 2. | We irrevocably undertake that upon completion of your purchase
from the Commodity Supplier of the Commodity at the Bank’s Purchase Price on the Purchase Date, we will purchase the Commodity
from you at the Bank’s Sale Price on the following terms: |
| |
Commodity: |
Any Shariah compliant commodity. |
| |
Bank’s Purchase Price: |
RM |
| |
Purchase Date: |
|
| |
Bank’s Sale Price: |
RM |
| |
Tenure: |
|
| 3. | We also irrevocably undertake to execute the relevant document(s)
(in connection with the purchase of the Commodity) with you and to promptly deliver the same to you. |
| 4. | In the event we refuse to honour our undertaking to purchase
the Commodity and/or to execute the relevant document(s) (in connection with the purchase of the Commodity), we shall compensate the
Bank based on the Bank’s Purchase Price together with any cost incurred by the Bank incidental to the purchase of the Commodity. |
| 5. | This undertaking shall be automatically revoked upon full satisfaction
or cancellation of the Facility. |
| 6. | Pursuant to Paragraph 6 of the General Exemptions of the First
Schedule of the Stamp Act 1949, this Purchase Undertaking is an additional instrument strictly required for the purpose of compliance
with the Shariah Principle, hence this Purchase Undertaking is exempted from stamp duty. |
Thank you.
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Purchase Undertaking before signing below. In the event there are any terms and conditions in this Purchase
Undertaking that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative
or agent before signing below.
For and on behalf of
insert name of customer
Authorised signatory
ANNEXURE 2
Form of Murabahah Sale Contract
(This Murabahah Sale Contract is not required to
be executed if the Customer and the Bank enter into the verbal contract)
DATED:
THIS MURABAHAH SALE CONTRACT is made between the following parties:
| (1) | AFFIN
ISLAMIC BANK BERHAD (“Bank”); and |
| (2) | The party as stated Item 1 of the Appendix to this Murabahah
Sale Contract, as represented by the Bank, as agent (“Customer”). |
WHEREAS:
| (A) | Pursuant
to the Purchase Undertaking dated the day and year as stated in Item 2 of the Appendix
to this Murabahah Sale Contract (“Purchase Undertaking”),
the Bank has purchased the Commodity as stated in Item 3 of the Appendix to this Murabahah
Sale Contract (“Commodity”) from a commodity supplier at the Bank’s
Purchase Price as stated in Item 4 of the Appendix to this Murabahah Sale Contract
(“Bank’s Purchase Price”) subject to the terms of
the Purchase Undertaking. |
| (B) | Further
and pursuant to the Purchase Undertaking, the Customer has irrevocably agreed and undertaken
to purchase from the Bank the Commodity at the agreed sale price as set out in Item 5
of the Appendix to this Murabahah Sale Contract (“Bank’s Sale Price”),
payable on deferred terms subject to the terms of this Murabahah Sale Contract. |
NOW IT IS AGREED as follow:
| 1. | DEFINITIONS AND INTERPRETATION |
In this Murabahah Sale Contract, unless
the context otherwise requires and save as specifically defined in this Murabahah Sale Contract, words and expressions as defined in
the Master Facilities Agreement (“Facility Agreement”)
executed between the Customer and the Bank in relation to this Murabahah Sale Contract, shall have the same meaning when used in
this Murabahah Sale Contract. Further, in this Murabahah Sale Contract, the following terms and expression shall have the meanings set
opposite them:
| |
“Bank’s Sale Price” |
the applicable selling price in respect of the Commodity, as set out in Item 5 of the Appendix to this Murabahah Sale Contract. |
| |
|
|
| |
“Commodity” |
the Shariah compliant Commodity as described in Item 3 of the Appendix to this Murabahah Sale Contract. |
| |
“Purchase Undertaking” |
the purchase order delivered
by the Customer to the Bank as described in Item 2 of the Appendix to this Murabahah Sale Contract. |
| 1.2 | Construction and interpretation |
Except where the context otherwise requires, any reference to construction
of certain words and interpretation or certain words or phrases as defined in the Facility Agreement, shall have the same meaning when
used in this Murabahah Sale Contract.
The Bank sells, and the Customer purchases, the Commodity at the Bank’s
Sale Price payable in the manner as agreed between both the Customer and the Bank and subject to the terms of this Murabahah Sale Contract.
| 3.1 | Transfer of ownership and risk |
The ownership and risk of the Commodity shall pass from the Bank to
the Customer upon the execution of this Murabahah Sale Contract.
The Commodity is sold by the Bank to the Customer on an “as is
where is” basis.
The Bank does not and shall not be deemed to give any warranty or representation
in relation to the Commodity whether arising by implication, by common law, by statute or otherwise and without prejudice to the generality
of the foregoing, any such warranty or representation is expressly excluded to the extent permitted by law.
The Customer waives any claims it may have against the Bank in respect
of any loss which the Customer may suffer by reason of, or arising out of or in connection with this Murabahah Sale Contract or otherwise
in connection with any of the Commodity other than with respect to losses, claims, damages or liabilities finally judicially determined
to have resulted primarily from the negligence or misconduct of the Bank. In particular, the Customer shall have no remedy against the
Bank in respect of the quality, condition, quantity, description, title or otherwise of the Commodity.
This Murabahah Sale Contract may be executed in counterparts (including
by facsimile transmission) and this has the same effect as if the signatures on the counterparts were on a single copy of this Murabahah
Sale Contract.
| 5. | INCORPORATION OF FACILITY AGREEMENT |
The Parties agree that the terms and conditions of the Facility Agreement
are deemed incorporated into this Murabahah Sale Contract which shall form part of this Murabahah Sale Contract. In the event of inconsistency
between the Facility Agreement and the Murabahah Sale Contract, the terms of this Murabahah Sale Contract shall prevail for the purpose
of interpretation and enforcement of this Murabahah Sale Contract.
| (a) | IT IS DECLARED THAT this Murabahah Sale Contract constitute
one of the several instruments relating to Islamic facilities where pursuant to Section 4(3) of the Stamp Act, 1949, the Facility Agreement
shall be deemed as the principal instrument and this Murabahah Sale Contract shall be deemed as the subsidiary instrument. |
| (b) | Pursuant to Paragraph 6 of the General Exemptions of the First
Schedule of the Stamp Act 1949, to which this Murabahah Sale Contract is an additional instrument strictly required for the purpose of
compliance with the Shariah Principle, hence this Murabahah Sale Contract is exempted from stamp duty. |
[End of clauses]
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Murabahah Sale Contract before signing below. In the event there are any terms and conditions in this Murabahah
Sale Contract that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative
or agent before signing below.
EXECUTION PAGE OF MURABAHAH SALE CONTRACT
EXECUTED BY THE PARTIES to this Murabahah Sale Contract on
the day and year first above written.
Bank
| Signed for and on behalf of |
) |
|
| AFFIN ISLAMIC BANK BERHAD |
) |
|
| (Registration No. 200501027372 (709506-V)) |
|
| by its Attorney in the presence of: |
) |
|
| Company Customer |
|
|
| *The Common Seal of the Customer |
) |
|
| was affixed on this Murabahah Sale Contract |
) |
|
| (as authorised by the Board
of Directors’ Resolution) |
) |
|
| in the presence of: |
) |
|
| |
|
|
| DIRECTOR |
|
DIRECTOR/SECRETARY |
|
| Name: |
|
Name: |
|
| Company Customer |
|
|
| *Signed for and on behalf of the Customer |
) |
|
| (as authorised
by the Board of Directors’ Resolution) |
) |
|
| in the presence of: |
) |
|
| Individual/Sole Proprietor/Partnership Customer |
|
|
| *Signed by the Customer |
) |
|
| in the presence of: |
) |
|
* Delete whichever is not applicable
This is the execution page of the Murabahah
Sale Contract for Islamic banking facility granted by Affin Islamic Bank Berhad (Registration No. 200501027372 (709506-V)) to
[Customer’s Name] (Company No. ).
APPENDIX
(Appendix to Murabahah Sale Contract)
| Item |
|
Description |
|
Particulars |
| 1. |
|
Customer |
|
SAGTEC GROUP SDN. BHD. (Registration No: 201801021489) (1283508-P) |
| 2. |
|
Purchase Undertaking |
|
Date: |
| 3. |
|
Commodity |
|
|
| 4. |
|
Bank’s Purchase Price |
|
Ringgit Malaysia Seventy Five Thousand (RM75,000.00) only |
| 5. |
|
Bank’s Sale Price |
|
Ringgit Malaysia One Hundred Twenty Nine Thousand One Hundred and Twenty Four (RM129,124.00) only |
ANNEXURE 3
Form of Letter of Agency
Letterhead of the Customer
Date:
| To: | Affin Islamic Bank Berhad |
LETTER OF AGENCY
| Customer: |
(“Customer”) |
| Facility: |
from Affin Islamic Bank Berhad (“Bank”) (“Facility”) |
| Facility Agreement: |
Master Facilities Agreement dated entered
into between the Customer and Affin Islamic Bank Berhad (“Facility Agreement”) |
We refer to the Facility Agreement. All capitalised terms defined in
the Facility Agreement shall have the same meanings when used in this Letter of Agency.
| (2) | We wish to appoint Affin
Islamic Bank Berhad to act as our agent (or Wakeel) for and on our behalf for the sale from
time to time of Shariah-compliant Commodity (“Commodity”) subject to the
terms and conditions of this Letter of Agency. |
| (3) | We Irrevocably appoint and confirm your appointment as our agent
to act for and on our behalf to sell and conclude the sale of the Commodity to any commodity supplier (who shall not be the same commodity
supplier as referred to in the Purchase Undertaking, except where the sale is on random basis), at a sale consideration which is equivalent
to the Bank’s Purchase Price. Kindly remit the proceeds of the sale of the Commodity to our account as acceptable to the Bank. |
| (4) | For the purpose of discharging your duties as our agent, you
are irrevocably authorised to sign, execute any document, agreement or instrument for and on our behalf. |
| (5) | In relation to the agency created in this Letter of Agency,
we shall pay to you the Agency Fee subject to the terms and conditions as stated in the Facility Agreement. |
| (6) | Your authority is limited to the duties, obligations and liabilities
specifically provided for in this Letter of Agency. |
| (7) | Any action, act or deed taken or performed by you pursuant to
this Letter of Agency shall be binding upon us. |
| (8) | We undertake to indemnify the Bank from any losses, costs, expenses
or damage that the Bank may suffer or incur as a result of performing the Bank’s agency function except in the event of misconduct (ta’addi),
negligence (taqsir) or breach of specified terms (mukhalafah al-shurut). |
| (9) | This Letter of Agency shall be binding upon each party to this
Letter of Agency and its successors-in-title, and permitted assigns. |
| (10) | This Letter of Agency is governed by, and shall be construed
in accordance with the laws of Malaysia and the parties submit to the exclusive jurisdiction of the Malaysian courts. |
| (11) | The agency appointment is terminated upon full satisfaction/settlement
or cancellation/termination of the Facility. |
| (12) | Pursuant to Paragraph 6 of the General Exemptions of the First
Schedule of the Stamp Act 1949, to which this Letter of Agency is an additional instrument strictly required for the purpose of compliance
with the Shariah Principle, hence this Letter of Agency is exempted from stamp duty. |
Thank you.
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Letter of Agency before signing below. In the event there are any terms and conditions in this Letter of
Agency that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative
or agent before signing below.
For and on behalf of
insert name of customer
Acceptance of Appointment
We, Affin Islamic Bank Berhad agree and accept the appointment as agent
subject to the terms of this Letter of Agency.
Thank you.
For and on behalf of
Affin Islamic Bank Berhad
REMINDER: The Customer is hereby reminded to read and understand the
terms and conditions of this Murabahah Sale Contract before signing below. In the event there are any terms and conditions in this Murabahah
Sale Contract that the Customer does not understand, the Customer is hereby advised to discuss further with the Bank’s staff, representative
or agent before signing below.
EXECUTION PAGE OF MURABAHAH SALE CONTRACT
EXECUTED BY THE PARTIES to this Murabahah Sale Contract on
the day and year first above written.
Bank
| Signed for and on behalf of |
) |
|
| AFFIN ISLAMIC BANK BERHAD |
) |
|
| (Registration No. 200501027372 (709506-V)) |
|
| by its Attorney in the presence of: |
) |
|
| Company Customer |
|
|
| *The Common Seal of the Customer |
) |
|
| was affixed on this Murabahah Sale Contract |
) |
|
| (as authorised by the Board
of Directors’ Resolution) |
) |
|
| in the presence of: |
) |
|
| |
|
|
| DIRECTOR |
|
DIRECTOR/SECRETARY |
|
| Name: |
|
Name: |
|
| Company Customer |
|
|
| *Signed for and on behalf of the Customer |
) |
|
| (as authorised
by the Board of Directors’ Resolution) |
) |
|
| in the presence of: |
) |
|
| Individual/Sole Proprietor/Partnership Customer |
|
|
| *Signed by the Customer |
) |
|
| in the presence of: |
) |
|
* Delete whichever is not applicable
This is the execution page of the Murabahah Sale Contract for
Islamic banking facility granted by Affin Islamic Bank Berhad (Registration No. 200501027372 (709506-V)) to [Customer’s Name]
(Company No. ).
APPENDIX
(Appendix to Murabahah
Sale Contract)
| Item |
Description |
Particulars |
| 1. |
Customer |
SAGTEC GROUP SDN. BHD. (Registration No:
201801021489) (1283508-P) |
| 2. |
Purchase Undertaking |
Date: |
| 3. |
Commodity |
|
| 4. |
Bank’s Purchase Price |
Ringgit Malaysia Seventy
Five Thousand (RM75,000.00) only |
| 5. |
Bank’s
Sale Price |
Ringgit
Malaysia One Hundred Twenty Nine Thousand One Hundred and Twenty Four (RM129,124.00) only |
ANNEXURE 3
Form of Letter of Agency
Letterhead of the Customer
Date:
| To: | Affin Islamic Bank Berhad |
LETTER
OF AGENCY
| Customer: |
_____________ (“Customer”) |
| Facility: |
_____________ from Affin Islamic Bank Berhad (“Bank”) (“Facility”) |
| Facility Agreement: |
Master Facilities Agreement dated_____________entered into between the Customer and Affin Islamic
Bank Berhad (“Facility Agreement”) |
We refer to the Facility Agreement.
All capitalised terms defined in the Facility Agreement shall have the same meanings when used in this Letter of Agency.
| (2) | We wish to appoint Affin Islamic Bank Berhad to act
as our agent (or Wakeel) for and on our behalf for the sale from time to time of Shariah-compliant
Commodity (“Commodity”) subject to the terms and conditions of this Letter
of Agency. |
| (3) | We irrevocably appoint and confirm your appointment as our
agent to act for and on our behalf to sell and conclude the sale of the Commodity to any commodity supplier (who shall not be the same
commodity supplier as referred to in the Purchase Undertaking, except where the sale is on random basis), at a sale consideration which
is equivalent to the Bank’s Purchase Price. Kindly remit the proceeds of the sale of the Commodity to our account as acceptable to the
Bank. |
| (4) | For the purpose of discharging your duties as our agent, you are irrevocably authorised
to sign, execute any document, agreement or instrument for and on our behalf. |
| (5) | In relation to the agency created in this Letter of Agency, we shall pay to you
the Agency Fee subject to the terms and conditions as stated in the Facility Agreement. |
| (6) | Your authority is limited to the duties, obligations and liabilities specifically
provided for in this Letter of Agency. |
| (7) | Any action, act or deed taken or performed by you pursuant to this Letter of Agency
shall be binding upon us. |
| (8) | We undertake to indemnify the Bank from any losses, costs, expenses or damage that the Bank
may suffer or incur as a result of performing the Bank’s agency function except in the event of misconduct (ta’addi), negligence (taqsir)
or breach of specified terms (mukhalafah al-shurut). |
| (9) | This Letter of Agency shall be binding upon each party to this Letter of Agency
and its successors-in-title, and permitted assigns. |
| (10) | This Letter of Agency is governed by, and shall be construed in accordance with
the laws of Malaysia and the parties submit to the exclusive jurisdiction of the Malaysian courts. |
| (11) | The agency appointment is terminated upon full satisfaction/settlement or cancellation/termination
of the Facility. |
| (12) | Pursuant to Paragraph 6 of the General Exemptions of the First Schedule of the
Stamp Act 1949, to which this Letter of Agency is an additional instrument strictly required for the purpose of compliance with
the Shariah Principle, hence this Letter of Agency is exempted from stamp duty. |
Thank you.
REMINDER:
The Customer is hereby reminded to read and understand the terms and conditions of this Letter of Agency before signing below. In the
event there are any terms and conditions in this Letter of Agency that the Customer does not understand, the Customer is hereby advised
to discuss further with the Bank’s staff, representative or agent before signing below.
For and on behalf of
insert name of customer
Acceptance of Appointment
We, Affin Islamic Bank Berhad
agree and accept the appointment as agent subject to the terms of this Letter of Agency.
Thank you.
For and on behalf of
Affin Islamic Bank Berhad
PRIVATE & CONFIDENTIAL
Our Ref : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021
SAGTEC GROUP SDN BHD (1283508P)
10-2, Jalan Tanjung SD13/2
Bandar Sri Damansara
52200 Wilayah Persekutuan
Kuala Lumpur
Dear Sirs,
Islamic Banking Facility(ies) to SAGTEC GROUP SDN BHD (1283508P)
(THE “CUSTOMER”) for aggregate amount of RM825,000.00.
Thank you for choosing Affin Islamic Bank Berhad (the “Bank”)
for your banking facility(ies) requirements. The Bank is pleased to make available to the Customer the following facility(ies) (the “Facility(ies)”)
for the overall limit of RM825,000.00 outlined below on the following terms and conditions, subject to the Bank’s Standard Terms and Conditions
and the Specific Terms and Conditions, as attached to this Letter of Offer, and to the satisfactory completion of documentation:-
A. FACILITY(IES) & LIMIT
| Type of Facility(ies) |
Facility Limit |
Pricing |
| Tawarruq Cash Line-i |
RM750,000.00 |
Base Financing Rate (“BFR”) + 1.35%
per annum (“p.a”);
maximum capping rate: 12% p.a. |
| Tawarruq Term Financing-i |
RM75,000.00 |
Base Financing Rate (“BFR”) + 0.00%
per annum (“p.a”);
maximum capping rate: 12% p.a. |
Total facility(ies): RINGGIT MALAYSIA: Eight Hundred and Two Five Thousand
only.
Our Base Financing Rate (“BFR”) is currently pegged at 5.56%
p.a.
| B. | FACILITY(IES) TERMS & CONDITIONS / DETAILS OF FACILITIES |
Shariah Concept
Tawarruq.
Purpose
For working capital.
Commercial Financing (Companies) – Letter of Offer
Page 1 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 |  |
Pricing
Effective
Profit Rate of Base Financing Rate (“BFR”) + 1.35% per annum (“p.a.”) not exceeding Ceiling Profit Rate of 12% p.a.
The Bank
shall grant rebate to the Customer in the amount equivalent to the difference between the Celling Profit Rate and the Effective Profit
Rate in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
| Bank’s Purchase
Price |
: RM750,000.00 |
| Bank’s Sale
Price |
: RM1,650,000.00 |
Agency
Fee
RM5.00 per
RM1,000,000.00 transaction on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
The facility
is for a period of one hundred and twenty (120) months and subject to yearly review.
Availability
Period
Within six
(6) months of date of facility placed at Customer’s disposal, otherwise the facility shall be treated as lapsed and cancelled.
Payment
The Bank’s
Sale Price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit Rate which
will not exceed the Ceiling Profit Rate.
The Bank
shall debit your facility account for the profit portion of the Bank’s Sale Price on monthly basis at every month-end, based on the amount
of the facility utilized and you are to make good the amount debited.
The principal
portion of the Bank’s Sale Price is to be paid at the end of the financing tenor/duration of the facility or at any time that the Bank
deems fit with prior notice to you.
| (2) | TAWARRUO
TERM FINANCING-i |
Shariah
Concept
Tawarruq.
Purpose
To
finance Takaful contribution.
Commercial Financing (Companies) – Letter of Offer
Page 2 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
Pricing
Effective
Profit Rate (BFR) + 0.00% per annum (p.a.) not exceeding Ceiling Profit Rate of 12% p.a.
The Bank
shall grant rebate to the Customer in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective Profit
Rate in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
| Bank’s Purchase
Price |
: RM75,000.00 |
| Bank’s Sale Price |
: RM129,124.00 |
Agency
Fee
RM5.00 per
RM1,000,000.00 transaction on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
The facility
is for a period of 120 months and subject to yearly review.
Payment
The payment
shall be paid on a monthly basis Inclusive of profit in the following manner:
| No of instalment(s) |
|
Frequency |
|
Instalment Amount |
| 120 |
|
Monthly |
|
RM817.00 |
The Bank’s
Sale price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit Rate which
will not exceed the Ceiling Profit Rate.
Commencement
of Payment
The payment
of Bank’s Sale Price shall commence 1 month after full drawdown.
In the event
that the full drawdown or initial drawdown is made within 1st to 15th day of the month, the instalment shall be due and payable on the
5th day of the following month otherwise should it fall after the 15th of the month, the monthly instalment shall be due and payable
on the 5th day of the next following month.
Availability
Period
Within twelve
(12) months of date of facility placed at Customer’s disposal otherwise the facility shall be treated as lapsed and cancelled.
Disbursement
Conditions
1. Execution
of security documentation acceptable to the Bank and compliance with conditions precedent.
2. Receipt
of Drawdown Notice by the Bank.
Commercial Financing (Companies) – Letter of Offer
Page 3 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
Drawdown
Conditions
The Tawarruq Term Financing-i contribution for the BizSecure-i of RM75,000.00 shall be paid directly to the takaful company
upon receipt of the Letter of Acceptance/Offer by the Takaful company on Ng Chen Lok (NRIC No. 870203-06-5701) for 10 years. AmMetLife
Takaful Berhad shall be your preferred Takaful provider. Any undrawn portion of the financing shall be cancelled.
The Customer
shall top-up any additional contribution charged in excess of the financing.
| (1) | The
facility may be subject to annual review or at the Bank’s option any other more frequent review(s) as the Bank at its discretion may
decide. Any review if so conducted shall be in the manner as the Bank shall determine. |
| (2) | Upon
such review, the Bank may, subject to Shariah principles, renew, suspend, vary the limit of the Facility and/or impose additional conditions
as the Bank deems fit with twenty-one (21) calendar days prior notice to the Customer. |
| (3) | Any
decision by the Bank not to conduct a review during any review period or any failure, omission or delay on the part of the Bank to conduct
such review shall not be construed as a waiver of the Bank’s right to review. It shall also not prejudice the Bank’s rights to accelerate
or recover amount due by the Customer and or guarantors in an event of default. |
| (4) | The
next review date is 31 August 2022. |
| (1) | Master
Facilities Agreement is to be executed between the Customer and the Bank and to be stamped as principal instrument. |
| (2) | Open
All Monies 1st Party Charge over Cash Deposit and Letter of Set Off are to be
executed by the Customer and stamped. |
| (3) | Upfront
placement of 1st Party Affin Islamic Term Deposit-i (AITD-I) of RM225,000.00 to
be held on lien with the Bank. Profit earned on the Affin Islamic Term Deposit-1 (AITD-i)
is to be reinvested / capitalized upon each maturity. |
| (4) | Collection
of monthly sinking fund for RM3,000.00 into an account to be determined by the Bank. First
collection is to be commence 1st month after the date of full disbursement: Profit
earned, if any is to be reinvested/capitalized upon each maturity. |
Commercial Financing (Companies) – Letter of Offer
Page 4 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| (5) | 70%
guarantee of RM750,000.00 by Syarikat Jaminan Pembiayaan Perniagaan (SJPP) guarantee under Working Capital Guarantee Scheme 2 (WCGS 2). |
| (6) | Personal
Guarantee for RM825,000.00 is to be executed by Ng Chen Lok (NRIC No. 870203-06-5701) in his personal capacity. |
| E. | EXECUTION
OF SECURITY DOCUMENTATION |
All relevant
security documentation is to be executed within sixty (60) days from the date of acceptance of this Letter of Offer by the Customer,
failing which the Bank shall be entitled at its absolute discretion to extend the time for execution for such period as it deems fit,
or to terminate / cancel this offer and upon such termination or cancellation, the Bank’s liability hereunder shall be absolved and the
Customer shall have no right to claim against the Bank.
| |
Item |
|
Facility(ies) |
|
Documentation |
| |
|
|
|
|
a) Master Facility Agreement; |
| |
|
|
|
|
b) Purchase Undertaking; |
| |
1. |
|
Tawarruq Term Financing-i |
|
c) Murabahah Verbal Contract (Murabahah Sale Contract); and |
| |
|
|
|
|
d) Letter of Agency. |
| |
|
|
|
|
a) Master Facility Agreement; |
| |
|
|
|
|
b) Purchase Undertaking; |
| |
2. |
|
Tawarruq Cash Line-i |
|
c) Murabahah Verbal Contract (Murabahah Sale Contract); and |
| |
|
|
|
|
d) Letter of Agency. |
The utilization
and drawdown of the facilities may be allowed only after fulfillment of the following:-
| 1. | Acceptance
of Letter of offer. |
| 2. | Submission
of a certified true copy of the Company’s Board of Directors Resolution authorizing the acceptance of the banking facilities and any
variation to the utilization of the approved facilities, if applicable. |
| 3. | Execution
of all security documents (any security documents executed in favour of the Bank as security for any amount due and payable to the Bank
under the Facility), as confirmed by the Bank Panel Solicitors. |
| 4. | Written
confirmation from Bank Panel Solicitors that all security documents have been duly executed, stamped and in the case of land charges,
legal assignment of Sale & Purchase Agreement, debenture and cash lien, these documents have all been presented for registration
(supported by registration numbers as appropriate) with the relevant authorities, (where applicable). |
Commercial Financing (Companies) – Letter of Offer
Page 5 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 5. | Written
confirmation from the Official Assignee that directors, chargors, and guarantors (wherever applicable) have not been adjudicated a bankrupt
or wound up as appropriate. |
| 6. | Affin
Islamic’s panel takaful company shall be your preferred takaful company and chargeable security to be adequately covered with them incorporating
charging clause in favour of Affin Islamic Bank. |
| 7. | Notwithstanding
the above, you are free to use the service of any Takaful operators of your choice that provide adequate coverage against such risks
as the Bank may require and determine fit. The takaful certificate shall be duly assigned to the Bank for the duration of the Facility. |
| 8. | Confirmation
by the Bank’s solicitors that they have filed Statement of Particulars with Companies Commission of Malaysia, where applicable. |
| 9. | Availability
of the Official Assignee’s written confirmation that no winding up order has been made against the Customer and/or Corporate Guarantor,
and no bankruptcy action has been taken against any of the directors of the Customer and/or guarantors (if applicable). |
| 10. | The
Customer is advised to open and maintain an Islamic Current Account with the Bank. |
| 11. | The
Customer is advised to execute a Letter of Authorization authorizing the Bank to debit the Islamic Current Account with the Bank for
servicing the monthly payment via the Automatic Fund Transfer (AFT) for the Banking facilities, if any, collection of sinking fund or
any amount due in respect of the financing. |
| 12. | Syarikat
Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee under Working Capital Guarantee Scheme 2 (WCGS 2). Approval notification must be
obtained for guarantee coverage 70% of the facility limit. The Bank reserves the right to cancel or to recall the facility should Syarikat
Jaminan Pembiayaan Perniagaan Berhad (SJPP) approval is obtained. |
| 13. | Guarantee
fee of 1.00% p.a. Is to be paid upfront by the Customer upon signing of Letter of Offer. The amount is to be credited into the Customer
Islamic Current Account and earmarked for payment upon receipt of quarterly guarantee fee invoice from Syarikat Jaminan Pembiayaan Perniagaan
Berhad (SJPP). |
| 1. | Customer
is to submit audited report FYE30/06/2021 with not more than 10% negative variance against management set as at 31 May 2021 by 31/12/2021. |
Commercial Financing (Companies) – Letter of Offer
Page 6 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 1. | The Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) under
Working Capital Cuarantee Scheme 2 (WCGS 2) is up to 17 years or until 31/12/2035, whichever is earlier. |
| J. | ADDITIONAL
TERMS & CONDITIONS |
| 1. | All financing proceeds are to be used for the intended purpose. |
| 2. | Submission of audited financial statements within six (6) months
of financial year closing. |
| 3. | Submission of Management Accounts within one (1) month of each
quarterly closing. |
| 4. | No change in ownership without Bank’s prior written permission. |
| 5. | Payment of all rents, rates and taxes appropriate on a timely
basis. |
| 6. | Possession of all necessary licenses and compliance with all
regulations relating to the business. |
| 7. | No disposal of assets without Bank’s prior approval. |
| 8. | Not to enter into joint ventures, profit sharing or royalty
agreement without Bank’s prior approval. |
| 9. | Not to enter into any merger, consolidation or reorganization
without Bank’s prior approval. |
| 10. | Not to enter into any management contract or similar arrangement
where the business is managed by third parties. |
| (1) | The Bank shall grant rebate to the Customer (in accordance to
the approved formula by the Shariah Advisory Council of BNM and any amendment of the same) if any of the following shall occur: |
| (i) | The Customer makes early settlement or early redemption, including those arising from
prepayments; |
| (ii) | The Customer makes
settlement of the original financing contract due to financing restructuring exercise; |
| (iii) | The Customer makes settlement of the Facility in the case of
default; or |
Commercial Financing (Companies) – Letter of Offer
Page 7 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| (iv) | The Customer makes settlement of the Facility in the event of
termination or cancellation of financing before the maturity date. |
| (2) | Rebate shall be calculated based on the following formula: |
Deferred profit (at the point of settlement of
financing) - Early Settlement Charges (if any).
| (ii) | For non-delivery/non-possession of asset |
Deferred profit (at the point of settlement of financing) + Undisbursed
principal or Cost of Purchase - Early Settlement Charges (if any).
| (3) | Rebate shall not be construed in any manner whatsoever as cash
rebate payable to the Customer, but shall be reflected as a reduction in the profit element of the installment/payment of the Bank’s
Sale Price. |
| (4) | Rebate shall only be granted in the manner as determined by
the Bank upon receipt of the settlement/redemption sum. |
| L. | COMPENSATION
CHARGES (TA’WIDH) |
| (1) | The Customer shall be liable to pay the Bank compensation on
any amount overdue as follows (in accordance to the approved formula by the Shariah Advisory Council of BNM and any amendment of the
same): |
| (i) | if the default occurs during the Tenure of the Facility as provided
herein, at the rate of one per centum (1%) per annum on such overdue Installment under the Facility or on such outstanding balance of
the principal sum and earned profit (if any) (subject to rebate, if applicable), in the case of default causing the entire Facility to
be recalled or brought to court for judgement prior to maturity, whichever applicable, or any other method approved by the Bank’s
Shariah Committee and/or Shariah Advisory Council of BNM; and |
| (ii) | if the default occurs after the maturity of the Facility as
provided or upon judgment, whichever is earlier, at the rate which is the prevalling daily overnight Islamic Interbank Money Market rate
on such outstanding balance of the principal sum and earned profit (if any) (subject to rebate, if applicable)or any other method approved
by the Bank’s Shariah Committee and/or Shariah Advisory Council of BNM. |
| (2) | It is further agreed that the compensation shall not be compounded. |
| (3) | The compensation at the aforesaid rate shall be payable by the
Customer after as well as before any judgment or order of court. |
Commercial Financing (Companies) – Letter of Offer
Page 8 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| M. | FACILITIES GRANTED IN FOREIGN CURRENCIES (if applicable) |
In the event that the Bank decides to recall any facility/les granted
in Foreign Currency in this Letter of Offer, the Bank shall be entitled to convert the Foreign Currency to Ringgit equivalent using the
prevailing rate quoted by the Bank’s Treasury Department.
Prepayment in respect to Tawarruq Term Financing-i shall be allowed
by giving 30 days’ notice to the Bank of the Customer’s intention of such prepayment; failing which the Bank may factor in such associated
cost in reducing Ibra’, exercise price, buyout amount (whichever applicable). Such notice shall be irrevocable and subject to the minimum
amount of RM1,000.00.
At the discretion of the Bank, the Customer may make an early settlement
to the Bank of the Facility(ies) (if applicable) subject to the following conditions:
| (a) | the Bank shall have received from the Customer not less than
thirty (30) days or such other period as may be prescribed by the Bank from time to time, prior written notice (“Early Settlement
Notice”) of its intention to make early settlement specifying the relevant amount to be paid and the date of such payment failing
which the Bank shall have the right to factor in such associated costs or charges in the exercise price formula under the respective
purchase undertaking accordingly or in reducing the ibra’ amount, whichever applicable; |
| (b) | the Customer has paid in full all other monies due and outstanding
under the Facility(ies) and the relevant security documents; |
| (c) | the amount payable by the Customer in respect of such early
settlement shall be determined by the Bank at its discretion in accordance with the principles of Shariah; and |
| (d) | any Early Settlement Notice once given shall be irrevocable
and the Customer shall pay the amount as determined by the Bank on the date specified in such Early Settlement Notice. |
The disbursement of the financing shall be effected within the availability
period of six (6) months from the date the facility is placed at Customer’s disposal, otherwise the financing shall be treated as lapsed
and cancelled.
Commercial Financing (Companies) – Letter of Offer
Page 9 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
The disbursement of all the facilities are further subject to:
| (a) | execution of security documentation acceptable to the Bank and
compliance with conditions precedent to the Bank’s satisfaction; |
| (b) | the Specific Terms & Conditions annexed to this Letter of
Offer. |
Fire Takaful Contract on the properties charged shall be obtained from
Takaful Company on the Bank’s panel and duly assigned to the Bank and the Bank is the beneficiary of the policy, for the duration of the
facilities.
| S. | REVISED EFFECTIVE PROFIT RATE |
| (a) | In the event your facility is classified as Impaired Financing
(Non Performing Financing), the Bank shall revise the effective profit/ijarah rate in your Letter of Offer to Base Financing rate (“BFR”)
+ 3.50% per annum (“p.a”) calculated on the outstanding principal, or such other rate or basis of calculation of the rate
as the Bank may determine at its discretion. |
| (b) | Prior to the revision of the profit/ijarah rate, the Bank shall
provide a written advance notice of not less than 21 days. |
| (c) | If you have regularized your account and after due assessment
of the Bank, the Bank shall reinstate the effective profit rate as per the Letter of Offer regardless whether you submit an application
for the reinstatement or not. If your effective profit rate has been reinstated, but subsequently revised again due to paragraph (a)
above, the Bank shall reinstate the rate after regularization of account as per the Latter of Offer, upon application for reinstatement
by you and due assessment by the Bank. |
| (d) | The above revised effective profit rate is subject to not exceeding
the ceiling profit rate. |
For facilities pegged to Base Financing Rate (“BFR”), Base
Rate (“BR”) and Islamic Cost of Fund (“ICOF”), the effective profit rate is subject to a minimum rate of 3.00% per
annum (“p.a.”) or such other minimum rate as may be prescribed by the Bank from time to time with prior notice to you.
The Attachments (which include the Standard Terms and Conditions and
the Specific Terms and Conditions) as attached to this Letter of Offer shall form part of this Letter of Offer.
Commercial Financing (Companies) – Letter of Offer
Page 10 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
Bank Negara Malaysia has now established the Central Credit Bureau
to collect information from banks regarding the customers and the credit facilities granted to the customers. This is to enable participating
banks who are approached for credit facilities by a customer to be informed by the Bureau of the customer and the aggregate credit facilities
granted to the customer by the other banks.
This information is kept strictly confidential between the Bureau and
all participating Banks and it is a term of the financing facilities offered in this Letter of Offer to you that information regarding
it will be given to the Bureau for the use of the Bureau and participating Banks.
Please indicate your acceptance of the above banking arrangement by
signing and returning to the Bank the duplicate of the Letter of Offer, the Standard Terms and Conditions and the Specific Terms and Conditions
within fourteen (14) days from the date hereof, together with the following documents, duly certified true copy by the Company Secretary:
| (a) | a copy of the Board Resolution together with a copy of the certificate
of incorporation and Memorandum and Articles of Association or Constitution; and |
| (b) | a copy of the latest Forms 24, 44 and 49 or other relevant forms
under the Companies Act 2016 of the Customer, |
failing which the Bank shall be entitled at its absolute discretion
to either treat this offer as having lapsed or extend the time of acceptance for such period as it deems fit.
In the event of a discrepancy or an ambiguity or any inconsistency(ies)
between the terms of this Letter of Offer and those of the Standard Terms and Conditions and / or the Specific Terms and Conditions, the
terms of this Letter of Offer shall prevail to the extent of such discrepancy or ambiguity or inconsistency(ies).
This Letter of Offer will be governed by Malaysian laws.
The terms of this Letter of Offer may be varied or waived by notice
in writing by the Bank and the Bank in its absolute discretion may require the Customer to countersign such written notice.
All documents should be forwarded to:
Affin Islamic Bank Berhad
Loan Administration & Documentation Department
Security Documentation Section
9th Floor, Menara Affin
80 Jalan Raja Chulan
50200 Kuala Lumpur
For any clarification on security documentation, kindly contact;
| Officer |
: Azman Bin Yacob |
| Contact no. |
: 03-2731 5266 |
Commercial Financing (Companies) – Letter of Offer
Page 11 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
For any enquiry regarding the
terms and conditions of the facility(ies) granted, kindly contact;
| Relationship Manager |
: Thong Ji Sing |
| Contact no. |
: 03-7727 0900 |
The facilities will be made
available to you at our Branch at the following address: -
Affin Islamic Bank Berhad (TTDI Branch)
No. 47 & 49,
Jln Tun Mohd Fuad 3,
Tmn Tun
Dr. Ismail,
60000 Kuala Lumpur
| Contact no. | : 03-7-727 9080, 03-7727 9082 |
We thank you for giving the Bank the opportunity to be
of service to you.
Yours faithfully,
for AFFIN ISLAMIC BANK BERHAD
| /s/ THONG JI SING |
|
/s/ CELINE LIM |
| Authorised Signatory |
|
Authorised Signatory |
| |
|
|
| THONG JI SING |
|
CELINE LIM |
Asst. Relationship Manager
Business Centre TTDI |
|
Head, Business Centre TTDI |
| |
|
|
 |
|
|
Commercial Financing (Companies) – Letter of Offer
Page 12 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
REMINDER:
The Customer is reminded to react and understand the terms and conditions of this Letter of Offer and the Attachments before signing below.
In the event there are any terms and conditions in this Letter of Offer and the Attachments that the Customer does not understand, the
customer is advised to discuss further with the Bank’s staff, representative or agent before signing below.
I/We, SAGTEC GROUP
SDN BHD (1283508P) hereby accept the foregoing terms and conditions and the attached Standard Terms and Conditions and Specific
Terms and Conditions in respect of the banking facilities offered, and we authorize the Bank to conduct credit checks on us with any
credit reference agencies at any time and from time to time, and, I/we confirm that I/we has/have read and hereby consent to
the terms of the Privacy Notice the Bank’s website
Authorised signatories
for and on behalf of SAGTEC GROUP SDN BHD ( 1283508P).
| /s/ NG CHEN LOK |
|
|
| Name: NG CHEN LOK |
|
Name: |
| NRIC No.: 870203-06-5701 |
|
NRIC No,: |
| Date: 23-07-2021 |
|
Date: |
Rubber stamp of the Customer,
SAGTEC GROUP SDN BHD (1283508P).
| hbh |
SAGTEC GROUP SDN BHD
(1283508-P)
10-2, Jalan Tanjung SD 13/2,
Bandar Sri Damansara,
52200 Kuala Lumpur.
Tel: 03-33100089 |
 |
Commercial Financing (Companies) – Letter of Offer
Page 13 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
APPENDIX ONE
THE GENERAL TERMS AND CONDITIONS
| A. | REPRESENTATIONS AND WARRANTIES |
The Customer represents and warrants to the Bank that:
| 1. | the Customer has full legal right, authority, power and capacity
to accept the facilities and to perform the terms in this Letter of Offer. In the event the Customer is a company, the Customer is a
company duly incorporated and validly existing under the laws of Malaysia and has full power and authority to carry on its present business; |
| 2. | the terms of this Letter of Offer constitute legal, valid and
binding obligations enforceable against the customer; |
| 3. | all consents authorizations and approvals which are required
or advisable to be obtained in connection with the acceptance, delivery, legality or enforceability of this Letter of Offer and the use
of the facilities have been obtained and are in full force and effect; |
| 4. | the Customer’s acceptance of this Letter of Offer and the performance
of the terms in this Letter of offer will not contravene any law, regulation, order or decree of any governmental authority, agency or
court to which the Customer is subject; |
| 5. | the Customer is not in default under any agreement to which
the Customer is a party or by which the Customer may be bound and no litigation arbitration or administrative proceedings are presently
current or pending or threatened against the Customer; |
| 6. | all Information furnished by the Customer to the Bank in connection
with the facilities are true and correct and there has been no omission which would render the information inaccurate or misleading; |
| 7. | the Customer’s last audited accounts have been prepared in accordance
with accounting principles and practices generally accepted in Malaysia and give a true and fair view of the Customer’s financial position
as at that date; and |
| 8. | there are no winding-up proceedings currently pending or threatened
against the Customer. |
During the tenor of the facilities the Customer will:
| 1. | carry out the Customer’s business diligently and efficiently
and in accordance with sound financial practices; |
Commercial Financing (Companies) – Letter of Offer
Page 14 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 2. | furnish to the Bank all Information reasonably required by the
Bank in relation to the customer’s business and financial position; |
| 3. | keep full, proper and up-to-date accounts and furnish to the
Bank within one hundred and eighty (180) days from the end of each of the Customer’s financial year copies of the Customer’s balance
sheet, profit and loss account and report audited and certified by a qualified Independent auditor; |
| 4. | keep and maintain the Customer’s present paid up share capital
and any increases of the same; |
| 5. | punctually pay and/or cause to be paid all rents rates taxes
and all other outgoings payable in respect of the premises at which the Customer carry on business and properties which are security
for the payment of the facilities; |
| 6. | appoint from time to time only such auditor or firm of auditors
acceptable to the Bank; |
| 7. | notify
the Bank of the occurrence of an Event of Default or of any event of default in relation
to any of the Customer’s other Indebtedness; and |
| 8. | notify the Bank of any change in the Customer’s Board of Directors
or its management or its major or controlling shareholders or partners. |
During the tenor of the facilities
the Customer shall not, without the prior written consent of the Bank:
| 1. | add to, delete, vary or amend the Customer’s Memorandum and
Articles of Association in any manner which would be inconsistent with the terms of this Letter of Offer; |
| 2. | change the Customer’s financial year or the nature of the Customer’s
business; |
| 3. | sell, transfer, lease or otherwise dispose of a substantial
part of the Customer’s capital assets or undertake or permit any merger, consolidation or reorganization; |
| 4. | enter into any transaction with any person firm or company except
in the ordinary course of business and at arm’s length commercial terms; |
| 5. | decrease or alter the Customer’s authorized or issued capital
or alter the structure of the same or the rights attached to the; |
| 6. | change the Customer’s major or controlling shareholding or
partnership structure; |
| 7. | change in ownership of the Customer (If applicable); |
Commercial Financing (Companies) – Letter of Offer
Page 15 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 8. | enter into joint ventures, profit sharing or royalty agreement; |
| 9. | enter into any merger, consolidation or reorganization (if applicable);
and |
| 10. | enter into any management contract or similar arrangement where
the business is managed by third parties. |
Notwithstanding
the facilities are to expire on the date stated in this Letter of offer before, the Bank shall have the right to accelerate any sums outstanding
or terminate the facilities at any time with prior notice if one or more of the following events should occur to the Company:-
| 1. | the Customer fails to pay, when due, any sum of profit or principal
or other sums of money due hereunder in accordance with the terms of this Letter of Offer; or |
| 2. | the Customer is unable to pay Its debts as and when they become
due, or commits an act of bankruptcy; or |
| 3. | a winding-up petition is presented
against the customer or a Receiver or Trustee Is appointed to take possession of Its properties, or any form of execution is levied or
enforced upon any of its properties and is not discharged within seven (7)
business days of it being levied or enforced; or |
| 4. | there is a breach of any of the terms and conditions of these
facilities; or |
| 5. | default
is made in payment of any monies whether principal or dividend payable under the provisions
of this Letter of offer or any amendments in this Letter of offer or to this same; or |
| 6. | the Customer fails to perform or observe any of the other provisions
undertakings covenants or terms set out which is not capable of remedy, or which, being capable of remedy, is not remedied within fourteen
(14) days or such other period as the Bank may decide after notice to the Customer requesting action to remedy the same; or |
| 7. | any representation or warranty made or Implied pursuant to any provision hereof or pursuant to any
notice, opinion or certificate or other document delivered pursuant to the terms hereof or pursuant to any notice, opinion or
certificate or other document delivered pursuant to the terms hereunder proves to have been incorrect or misleading in a particular
deemed by the Bank to be material as of the date at which it was made or deemed to have been made; or |
| 8. | the Customer ceases to carry on its business; or |
Commercial Financing (Companies) – Letter of Offer
Page 16 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 9. | a petition shall be presented or an order be made or a resolution
be passed for the Customer’s winding up or the Customer enters into liquidation whether compulsorily or voluntarily (otherwise
than for the purpose of genuine amalgamation and reconstruction); or |
| 10. | a trustee, custodian, Receiver and/or Manager of the Customer’s
undertaking or properties or any part of the same shall be appointed other than by the Bank; or |
| 11. | distress or execution or other process of a court of competent
jurisdiction be levied upon or issued or threatened to be levied or issued against any of the Customer’s properties; or |
| 12. | the Bank has reason to believe that the Customer is not carrying
on its business and affairs in accordance with sound financial and commercial standards and practices; or |
| 13. | any of the Customer’s other indebtedness becomes capable
in accordance with the relevant terms of the same of being declared due prematurely by reason of a default or the Customer falls to make
any payment in respect of the same on the due date for such payment or if due on demand when demanded or the security for any such indebtedness
becomes enforceable; or |
| 14. | the Customer enters into any compromise composition or scheme
of arrangement with its creditors or any assignment for the benefit of creditors without the consent of the Bank; or |
| 15. | any of the Customer’s directors, officers, managers, guarantors,
agents or any other their spouses parents or children are directors or officers of the Bank or otherwise connected with the Bank or if
there occurs any other breach of Section 57 of the Islamic Financial Services Act 2013 [Act 759] and BNM’s “Guidelines on
Credit Transactions and Exposures with Connected Parties for Islamic Bank” and includes any replacement guidelines/specifications/circulars
issued by BNM from time to time in connection therewith; or |
| 16. | there occurs any event which in the sole opinion of the Bank
amounts to a material adverse change in the Customer’s condition (financial or otherwise); or |
| 17. | there is any change in the existing laws regulations policies
or official directive of any governmental authority whether or not having the force of law which change would make it unlawful illegal
or otherwise inappropriate, from the viewpoint of the Bank, for the Bank to continue to make available the facilities to the Customer;
or |
| 18. | the Bank is of the opinion that the facilities are not utilized
for the purpose described herein this Letter of Offer; or |
| 19. | the Customer commits any act of bankruptcy or any act which,
would have amounted to an act of bankruptcy; or |
Commercial Financing (Companies) – Letter of Offer
Page 17 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 20. | the Customer is unable to pay or suspends the payment of any
debt or makes an assignment for the benefit of creditors or enters into any compromise composition or scheme of arrangement with its
creditors or takes advantage of any insolvency law; or |
| 21. | the Customer’s management is displaced or the conduct
of the business of the Customer is curtailed by any seizure, vesting or intervention by or under the authority of a government or governmental
body; or |
| 22. | an event or events has or have occurred or a situation exists
which could or might, in the opinion of the Bank, prejudice the Customer’s ability to perform its obligations hereunder in accordance
with their respective terms or render the continuation of the facilities detrimental to the position of the Bank or otherwise undesirable;
or |
| 23. | the Customer dies or becomes insane. |
| E. | TERMS AND CONDITIONS TO THE FACILITIES |
| (1) | Tawarrug Term Financing-i |
| 1. | In accordance with the Shariah concept of Tawarruq, the Tawarruq
Transaction as follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking, the Bank
will, at the request of the Customer, purchase the commodity from the commodity supplier at the Bank’s Purchase Price (which is
equivalent to the facility amount); |
| (ii) | Pursuant to the Murabahah Sale Contract, the Bank
will, at the request of the Customer, sell the Commodity to the Customer at the Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant to the Letter of Agency, the Customer
will appoint the Bank as agent to act for and on behalf of the Customer to sell and conclude the sale of the commodity to the commodity
supplier (who shall not be the same commodity supplier in Clause (i) above, except where the sale is on random basis) at the Bank’s
Purchase Price; and |
| (iv) | In accordance with the Letter of Agency, the Bank,
acting as agent of the Customer, will sell the commodity to the commodity supplier (who shall not be the same commodity supplier in Clause
(i) above, except where the sale is on random basis) at the Bank’s Purchase Price which is equivalent to the amount of the Facility.
The proceeds from the sale will be made available to the Customer subject to the terms and conditions of the Facility. |
Commercial Financing (Companies) – Letter of Offer
Page 18 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer
may be concluded by way of verbal contract, whereby: |
| (a) | the sale of commodity will be concluded verbally between the
Bank and the Customer; |
| (b) | upon conclusion of the verbal murabahah sale transaction, the
Bank will issue confirmation of murabahah sale transaction which will provide the agreed Bank’s Sale Price payable on deferred
payment term; and |
| (c) | If the parties conclude the murabahah sale transaction by way
of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
| (2) | Tawarruq Cash line-i (CL-i) |
| 1. | In accordance with the Shariah concept of Tawarruq, the Tawarruq
Transaction as follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking, the Bank
will, at the request of the Customer, purchase the commodity from the commodity supplier at the Bank’s Purchase Price (which is
equivalent to the facility amount); |
| (ii) | Pursuant to the Murabahah Sale Contract, the Bank
will, at the request of the Customer, sell the Commodity to the Customer at the Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant to the Letter of Agency, the Customer will appoint the Bank as agent to act
for and on behalf of the Customer to sell and conclude the sale of the commodity to the commodity supplier (who shall not be the
same commodity supplier in Clause (1) above, except where the sale is on random basis) at the Bank’s Purchase Price. |
| (iv) | In accordance with the Letter of Agency, the Bank,
acting as agent of the Customer, will sell the commodity to the commodity supplier (who shall not be the same commodity supplier in Clause
(i) above, except where the sale is on random basis) at the Bank’s Purchase Price which is equivalent to the amount of the Facility.
The proceeds from the sale will be made available to the Customer subject to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer
may be concluded by way of verbal contract, whereby: |
| (a) | the sale of commodity will be concluded verbally between the
Bank and the Customer; |
| (b) | upon conclusion of the verbal murabahah sale transaction, the
Bank will issue confirmation of murabahah sale transaction which will provide the agreed Bank’s Sale Price payable on deferred
payment term; and |
Commercial Financing (Companies) – Letter of Offer
Page 19 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| (c) | If the parties conclude the murabahah sale transaction by way
of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
| 2. | The Customer is to open a Current Account-i with the Bank for
the purpose of operating the facility. |
| 3. | Account is to be operated within the sanctioned limit. No excess
over limit is allowed. |
| 4. | The operation of Tawarruq Cash Line-i shall be governed by the
prevailing Dishonored Cheque Information System Guidelines (DCHEQS) and any breach may render the account being re-designated as Special
Account with no cheque book facilities by the Bank without any reference to you. In this respect, the Customer is to provide a statement
to the Bank that the Customer is not on the current DCHEQS blacklist. In accordance with the provisions of DCHEQS guidelines issued by
Bank Negara Malaysia from time to time, the Bank reserves the absolute right to recall the facility and to close any or all current accounts
that have been blacklisted by DCHEQS. |
| 5. | In the event that the Customer has been blacklisted by DCHEQS,
the Bank reserves the absolute right to recall the Tawarruq Cash Line-i facility immediately without giving any further reference to
the Customer. |
| 6. | At any point of time the Bank has the discretion to liquidate
the security deposit to recover any amount due. The dividend (if any) from the Security Deposit will be utilized to settle any outstanding
amount payable to the Bank. |
| 7. | The CL-i shall further be governed by such terms and conditions
as may be prescribed by the Bank from time to time at the Bank’s absolute discretion subject to Shariah principles. |
| F. | CHANGES IN CIRCUMSTANCES |
If, as a result of any changes in applicable law,
regulation of regulatory requirement or in the interpretation or application of the same or if in compliance by the Bank with any applicable
directions, request or requirement (whether or not having the force of law), will impose to the Bank any conditions, burdens or obligations,
then the Bank’s commitment to make or maintain the facilities will end upon notice to the Customer of the happening of such event
after becoming aware of the same. The Bank from time to time reserves the right to vary any of the terms and conditions stated here in
accordance with Shariah principles.
Commercial Financing (Companies) – Letter of Offer
Page 20 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
Cross default arises in any of the following:
| 1. | Any other indebtedness of the Customer whether with the Bank
or with other financial entities or non-financial entities becomes payable or due prematurely, or becomes capable of being declared payable
or due prematurely, by reason of a default by the Customer in its obligations with respect to that indebtedness; or |
| 2. | The Customer fails to make any payment in respect of that indebtedness
on the due date for such payment, or if due on demand when demanded; or |
| 3. | Upon the security for any such indebtedness becoming enforceable;
and |
| 4. | The Bank shall be entitled to call an event of default in this
Letter of Offer and pursue its remedies accordingly. |
| H. | DISCLOSURE OF INFORMATION |
| 1. | The Customer hereby irrevocably authorize the Bank to disclose
and circulate all relevant information relating to the Customer and any outstanding debt which may be due from the Customer to the Bank,
if the Bank deems fit in the Bank’s absolute discretion to any person or persons, including a debt collection agent, for the purpose
of the Bank’s recovery of the outstanding sums due. |
| 2. | The Bank may disclose to any party or any persons who derives
or may derives rights or obligations under or by reference to this Letter of Offer such information about the Customer and/or the security
parties in relation to the facilities as shall have been made available to the Bank generally. |
| 3. | The Customer hereby agrees that any branch, subsidiary or parent
company of the Bank shall also be entitled to make disclose to the Customer and/or to the other branches, subsidiaries or parent company
of the Bank. |
| 4. | The Customer acknowledges and agrees that the permission given
under this clause is for the purpose of Section 146 of the Islamic Financial Services Act 2013 [Act 759] and that no further consent
from the Customer confirms that the Bank shall not be liable in any manner for disclosing or furnishing such information referred to
in this clause. |
Any term, condition, stipulation, provision, covenant
or undertaking contained in this Letter of Offer which is illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the remaining provisions hereof
and any such illegality, prohibition or unenforceability in any jurisdiction shall not invalidate or render illegal, void or unenforceable
any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction.
Commercial Financing (Companies) – Letter of Offer
Page 21 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
No delay by the parties in this Letter of Offer in exercising nor any
omission to exercise any right, power or remedy accruing to the Bank upon any default shall effect, impair or prejudice any right, power
or remedy or be construed to be a waiver of the same or any acquiescence in such default, nor shall any action of the parties in respect
of any default affect, impair or prejudice any right, power or remedy of the parties in respect of any subsequent default.
Notwithstanding anything in this Letter of Offer contained, the fact
that one or more of the abovenamed guarantors may not have executed a guarantee in form and substances acceptable to the Bank, the guarantee
when executed shall be binding and enforceable against each guarantor who executes the same.
In any legal action or proceedings relating to the facilities, a certificate
of the Bank as to any amount due to it under the facilities shall, in the absence of manifest error, be conclusive evidence that such
amount is in fact due and payable.
| 1. | Any notice or communication may be in writing and may be delivered
personally, by post, telex, cable or facsimile to the Customer at the address in this Letter of Offer stated. Proof of posting or dispatch
of any notice or communication to the Customer shall be deemed to be proof of receipt: |
| (a) | if personally delivered, at the time of delivery or |
| (b) | if posted, on the second business day after posting or |
| (c) | in the case of telex or cable, on the business day immediately
after transmission or |
| (d) | in the case of a facsimile, on the business day immediately
after transmission provided that the Bank has received an answer back confirmation |
| 2. | No change in the Customer’s address in this Letter of Offer
stated however brought about shall be effective or binding on the Bank unless actual notice of the change of address has been received
by the Bank. |
| N. | NO MATERIAL
ADVERSE CHANGES |
The Customer represents and warrants to and undertakes with the Bank
that there are no extraordinary circumstances or change of law or other governmental action or material adverse change in the Customer’s
financial position or operating environment or management or other conditions shall have occurred or continuing which is in the opinion
of the Bank (which opinion shall be final and binding) would affect or prejudice the Customer’s ability to fully perform and discharge
the Customer’s obligations hereunder.
Commercial Financing (Companies) – Letter of Offer
Page 22 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 1. | The Bank shall be at liberty at any time with or without the
concurrence of and with notice to the Customer to assign/transfer all its rights title or interest under the facilities, and the costs
and expenses of the Bank and the assignee/transferee of an incidental to such assignment/transfer shall be paid by the Bank. |
| 2. | The Customer may not assign or transfer any of its rights
or obligations under the facilities without the prior written consent of the Bank. |
| 1. | Any sum set out in the Letter of Offer shall be exclusive
of any Sales and Services Tax or tax of similar nature (“Tax”). |
| 2. | If one party (“Vendor”) is required by the terms
of the Letter of Offer to make a supply to the other (“other party”) such supply shall be made without any charge of Tax. Where
such Tax is required by law to be paid by the Vendor, the other party shall pay the Tax on demand to the Vendor. The Vendor shall provide
the other party with the valid Tax invoice. |
| Q. | WHISTLE-BLOWING
& BUSINESS ETHICS |
| (a) | Upon having knowledge of any director, officer or employee
of the Bank, directly or indirectly, asking for or receiving from you or your Affiliates, any Gratification in relation to this assignment
(whether for his/her own personal benefit or advantage or for the benefit or advantage of any other person, whether before, during or
after the term of this financing), kindly immediately inform the Group Chief Compliance Officer of the Bank or email to whistle_blowing@affinislamic.com.my
of the same. |
| (b) | You undertake that neither you nor your Affiliate nor anyone
acting on your direction or authority shall (whether before, during or after this assignment, directly or indirectly, give or offer,
or agree to give or offer, any Gratification as an inducement or reward to any director, officer, employee or agent of the Bank) for
doing or refrain from doing or showing favor or disfavor to any person, in relation to this assignment. |
| (c) | In the event there is evidence that you or your Affiliate or
anyone acting under your direction or authority is in breach of clause (a) or (b), the Bank may terminate this assignment (without prejudice
to the Bank’s other rights remedies under the law) by giving written notice to you. Upon such termination, Bank shall be entitled to
claim all losses, costs, damages and expenses including any incidental costs and expenses arising from such termination from you. |
| (d) | Subject to any regulatory permitted disclosures or other clauses
allowing disclosure in this assignment, the Bank shall keep confidential any information disclosed or received including the identity
of the person giving the information and all the circumstances relating to the information. |
Commercial Financing (Companies) – Letter of Offer
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Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| (e) | You shall also whistle-blow
in the event of any malpractice or wrong-doing by any staff, contractors, vendors, 3rd
parties or agents of the Bank. Kindly refer to the Bank’s Whistleblowing Policy
in www.affinislamic.com.my for compliance purposes. |
| (f) | (i) |
‘Affiliate’ means in relation to you, any person or entity owned and controlled directly or indirectly by you, or any person
or entity that controls you directly or indirectly in any way whatsoever. |
| (ii) | ‘Gratification’ includes any gift, money, property
or thing of value or any service, favor or other thing of value, or any service, favor or other intangible benefit or consideration of
any kind, or any other similar advantage. |
| (g) | You shall demonstrate a high standard of ethical conduct and
professionalism in order to safeguard the Bank’s good name by taking all necessary safeguards and precautions to alert the commission
of any unethical action including any appearance or impression to such effect. |
| R. | CREDIT STUDY
SERVICES (not applicable for SME) |
| 1. | The Customer acknowledges that, in the course of providing
the Facility to the Customer, the Bank may from time to time needs to ensure creditworthiness of the Customer at that point of time is
or remains acceptable to the Bank. For such purposes, the Customer shall appoint the Bank to perform the Credit Study (as defined below)
or shall provide a credit study report from an independent third party institution or professional body acceptable to the Bank. |
| 2. | The Bank shall have the right to determine the events upon which
Credit Study on the Customer is required. Such events include, without limitation, the following:- |
| b) | when the need to vary the terms and conditions of the Facility
arises based on a request from the Customer, or the need of the Bank, oг |
| c) | in any other event which the Bank determines that the Credit
Study is required. |
| 3. | The fees payable to the Bank for performing the Credit Study
shall be mutually agreed upon by the parties through a letter to be issued by the Bank. Payment of the fees by the Customer shall be
deemed as its acceptance of the fees payable in performing the Credit Study by the Bank. |
Commercial Financing (Companies) – Letter of Offer
Page 24 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
“Credit Study” means the process of Identifying the creditworthiness
of the Customer and/or Security Party and their ability to honour and continue to honour obligations under the Facility Agreement. Such
process includes the following:
| a) | assessment on the Customer’s financial standing to check whether
there is any material changes which may affect its creditworthiness and whether the interests of the Bank under the Facility Agreement
remain intact; |
| b) | assessment on latest industry or business outlook that could
affect the Customer’s financial standing; |
| c) | performing financial analysis, company’s analysis, market study,
or cash flow analysis; |
| | | |
| | d) | calculating the Customer’s capacity in servicing its financial obligations under the Facility Agreement; or |
| e) | recommending whether the Customer’s applications/ requests shall
be approved subject to certain conditions or rejected on the basis of specific reasons. |
CONSENT
The Customer/Company (“Customer”) hereby irrevocably consents
and authorises, and confirms that it has duly obtained its subsidiaries, directors, shareholders, officers, guarantors and/or any other
relevant person’s consent and authority, for AFFIN Bank Berhad Group (“ABB Group”) (as defined in the Privacy Notice) to:
| a) | use the information of the Customer and its subsidiaries,
directors, shareholders, officers, guarantors and/or such other relevant persons in accordance with the relevant terms and conditions
and for the purpose(s) contemplated in this Letter of Offer; |
| b) | carry out the necessary reference checks, including but not
limited to credit reference/reporting checks, to further ascertain the details and status of the Customer and its subsidiaries, directors,
shareholders, officers, guarantors and/or such other relevant persons; and |
| c) | provide the Customer, its subsidiaries, directors, shareholders,
officers, guarantors and/or relevant persons with information on AFFIN Bank Berhad Group (“ABB Group”) products, services and/or
offers (inclusive of the products, services and offers of entities within “ABB Group”) which may be of interest and/or financial
benefit to them, |
at “ABB Group” sole discretion without further reference
to the Customer, its subsidiaries, the directors, its shareholders, officers, guarantors and/or relevant persons, for the duration that
these terms and conditions are in force. The Customer agrees to undertake the responsibility to update “ABB Group” in writing
should there be any change to the personal and financial information relating to the Customer, its subsidiaries, directors, shareholders,
officers, guarantors and/or relevant persons. Should the directors, shareholders, officers, guarantors and/or relevant persons withdraw
their consent for “ABB Group” to use and/or process their information during the tenure of these terms and conditions, except
where it relates to the last item above, the Customer agrees that “ABB Group” shall have the right to terminate this facility
at its sole discretion.
Commercial Financing (Companies) – Letter of Offer
Page 25 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
You expressly expressly agree to comply with all statutes, by-laws,
guidelines and regulations (whether or not having the force of law) in Malaysia and shall ensure continued compliance with such regulations
for the duration of the Facility. You shall also ensure, arrange, coordinate, manage and obtain all the necessary consents, licenses,
exemptions, approvals or authorisations required as may be required by any applicable law, regulation or directive required by you in
order to enable you / them to perform your / their respective obligations in connection with the execution, performance, validity or enforceability
of these Standard Terms and Conditions, and where applicable, the guarantee and the security documents.
All security(ies), agreement(s), obligation(s) given or undertaken
by the you shall continue to be valid and binding notwithstanding your death, bankruptcy or mental incapacity, or any change in the constitution
of the Bank by amalgamation, consolidation, reconstruction, new shareholding or otherwise.
| V. | ISLAMIC FINANCIAL
SERVICES ACT 2013 |
The parties in this Letter of Offer shall comply with the provisions
of the Islamic Financial Services Act 2013 and all guidance, standards, prescriptions, regulations issued or to be issued by BNM at any
time and from time to time.
The Customer consents to the disclosure of any documents and information
relating to his accounts or affairs to the Bank, its officers and agents and to all such persons and for all such purposes as set out
in the relevant Sections of IFSA.
The approval and utilization of the Facility in this Letter of Offer
shall be subjected to the “Guidelines on Credit Transactions and Exposures with Connected Parties for Islamic Bank” and/or any
other applicable guidance, standards or prescriptions issued or to be issued by BNM with respect to the same. Breach of the same shall
be an event of default under this Agreement.
| W. | FOREIGN EXCHANGE
ADMINISTRATION (FEA) |
| 1. | Wherever applicable, Customer shall comply with the Notices
on Foreign Exchange Administration Rules (Foreign Exchange Administration Rules) issued by Bank Negara Malaysia (BNM) in respect of any
transactions, including overseas transactions. |
Commercial Financing (Companies) – Letter of Offer
Page 26 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 2. | Customer authorises the Bank to take any steps to comply
with the relevant and prevailing Foreign Exchange Administration Rules and any rules issued by Bank Negara Malaysia from time to time
in respect of any transactions. Where applicable, the Customer shall comply with the prevailing Foreign Exchange Administration Rules
issued by Bank Negara Malaysia and usage of card issued by the Bank within the limits and provisions imposed by Bank Negara Malaysia
as the ‘Exchange Control Authority’. |
| 1. | Where the Facility(ies) are being offered to partnerships,
the Customers jointly agree as follows: |
| (a) | Liability
to be Joint and Several
All agreements, obligations, liabilities, representations, warranties and undertakings of the Customers are agreed to be joint and several and shall be construed accordingly. |
Cross default arises in any of the following:
| (i) | Any other indebtedness of the Customer whether with the Customer
or with other financial entities or non-financial entities becomes payable or due prematurely, or becomes capable of being declared
payable or due prematurely, by reason of a default by the Customer in its obligations with respect to that indebtedness; or |
| (ii) | The Customer fails to make any payment in respect of that
Indebtedness on the due date for such payment, or if due on demand when demanded; or |
| (iii) | Upon the security for any such indebtedness becoming enforceable;
then the Bank shall be entitled to call an event of default in this Letter of Offer and pursue its remedies accordingly. |
Subject to Shariah principles, it is expressly agreed and declared
by the parties to this Letter of Offer that notwithstanding any of the provisions of this Letter of Offer to the contrary, the provisions
and terms of this Letter of Offer may at any time and from time to time be varied or amended by means of letters or such other means as
the parties may mutually agree from time to time and thereupon such amendments and variations shall be deemed to have been amended or
varied accordingly and shall be read and construed as if such amendments and variations have been incorporated in and had formed part
of this Letter of Offer at the time of execution hereof.
Commercial Financing (Companies) – Letter of Offer
Page 27 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 1. | Any demand, request, notice or other communication (collectively
referred to as (“Notices”) by or on behalf of the Bank or the Customer shall be in writing. |
| 2. | Notices may be given or made by post, telegram, facsimile,
personal delivery or such other mode as may be allowed by the Bank. Notices shall be issued by or on behalf of the Bank (including computer
generated notices / statements that do not require any signature) to the Customer at the Customer’s address, facsimile number or electronic
mail address as stated in the Letter of Offer or the last known address, facsimile number or electronic mail address notified by the
Customer in writing. The Notices are deemed delivered to the Customer: |
| (i) | in the case of post, two days after the date of posting; |
| (ii) | in the case of telegram, on the Business Day following the
date of despatch. For this clause, “Business Day” is defined as a day (other than Saturday, Sunday and public holidays) on
which the Bank is open in Kuala Lumpur and, if applicable, the state where the place of business of the Bank is located for transaction
of business of the nature required or contemplated by the Letter of Offer; |
| (iii) | in the case of facsimile on the day of transmission; |
| (iv) | in the case of electronic mail, on the day of transmission
provided that the Bank has not received a failed or undeliverable message from the host provider of the recipient within the day of transmission; |
| (v) | in the case of personal delivery, at the time of delivery. |
| 3. | Notices by the Customer to the Bank shall be duly signed
by the Customer or where permitted by the Bank, by the Customer’s duly authorised signatory and served on the Bank at the address or
facsimile number as notified in writing by the Bank from time to time. Notices are deemed received by the Bank upon actual receipt of
the same except: |
| (i) | in the case of Notices sent by facsimile after 5.00p.m.,
such notices shall be deemed received by the Bank on the next Business Day; |
| (ii) | and where it is deemed necessary by the Bank to verify the
Customer’s identity or the source of the Notices, the Customer may be required to deliver at the Customer’s own cost to the Bank such
documentary evidence (including the actual or original Notices) as may be required by the Bank. Where such verification is required by
the Bank, the Notices are deemed received by the Bank only upon receipt by the Bank of such additional documentary evidence requested by it. |
| 4. | All facsimile Notices should be followed by the original
Notice to be delivered by post or by hand, but any delay or failure by the Bank to receive
the original Notice shall not affect the validity of any act or omission by the Bank taken in reliance on the facsimile Notice. |
Commercial Financing (Companies) – Letter of Offer
Page 28 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| AA. | INDEPENDENT
PAYMENT OBLIGATIONS |
The Customer expressly agrees
and declares that each of the Customer’s obligations to pay or to repay under any of the provisions of the Letter of Offer,
these Standard Terms and Conditions and the Specific Terms and Conditions, or where appropriate, any of the security documents
constitute separate and independent obligations, shall give rise to separate and independent causes of action, shall apply
irrespective of any waiver or indulgence granted by the Bank in respect of any other obligation, shall remain in full force and
effect despite any judgment, order, claim or proof for a liquidated amount in respect of some other obligation and may be relied
upon and enforced by the Bank Independently of or simultaneously with or without having to commence any other action under such
obligations or under any of the security documents or having first exhausted any remedy or having first sold or disposed of any
assets, properties or undertaking which may be provided as security to the Bank from time to time.
Without prejudice to the foregoing terms and provisions and in addition
and without prejudice to any other powers, rights and remedies which the Bank may be entitled to, the Customer shall indemnify the Bank
and hold the Bank harmless from and against any losses, damages and expenses, whatsoever, legal or otherwise, (including but not limited
to all legal costs incurred by the Bank on a solicitor and client basis) which the Bank may sustain, suffer or incur as a consequence
of any default in the payment of the Facility(ies) and profit on the same or any portion of the same, or any other amounts payable hereunder
or under the guarantee and / or the security documents, or on account of the non-observance of all or any of the terms stipulations agreements
and provisions on the part of the Customer or any security party and / or guarantor contained in this Letter of offer or under the security
documents, and such losses, damages and expenses shall include but not be limited to such amount as the Bank shall certify (such certification
being accompanied by the basis and calculation of such amount and being conclusive and binding upon the Customer save for any manifest
error).
The Customer undertakes in favour of the Bank that:
| (a) | the Customer expressly agrees to comply with all statutes,
by-laws, guidelines and regulations (whether or not having the force of law) in Malaysia and shall ensure continued compliance with such
regulations for the duration of the Facility(ies). The Customer shall, and shall cause and procure each guarantor and security party to, ensure, arrange,
coordinate, manage and obtain and promptly renew from time to time all authorisations, registrations, filings, approvals, consents, licenses
and exemptions as may be required under any applicable law, regulation or directive to enable them to perform their respective
obligations under the Letter of Offer, these Standard Terms and Conditions, the Specific Terms and Conditions and / or the security documents
(as the case may be), or which are required for the validity and enforceability of the Letter of Offer, these Standard Terms and Conditions,
the Specific Terms and Conditions and / or the security documents (as the case may be); |
Commercial Financing (Companies) – Letter of Offer
Page 29 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| (b) | the Customer shall give the Bank written notice of any event
of default under the Letter of Offer, under these Standard Terms and Conditions, under the Specific Terms and Conditions and under any
other existing Indebtedness of the Customer within three (3) Business Days of it becoming aware of the occurrence of the same. For the
purpose of this clause, “Business Day” is defined as a day (other than Saturday, Sunday and public holidays) on which the Bank
is open in Kuala Lumpur and, if applicable, In the state where the place of business of the Bank is located for transaction of business
of the nature required or contemplated by the Letter of Offer; |
| (c) | the Customer will carry out its business diligently and efficiently
and in accordance with sound financial practices; |
| (d) | the Customer shall keep full, proper and up-to-date accounts
and furnish to the Bank within six (6) months from the end of each of its financial year copies of its balance sheet, profit and loss
account and report, audited and duly certified by a qualified independent auditor; |
| (e) | whenever requested by the Bank, the Customer shall furnish
to the Bank within sixty (60) days from the end of each quarter year of each of its financial year (where applicable) its financial accounts
duly certified by a responsible officer and in a format acceptable to the Bank; |
| (f) | whenever requested by the Bank, the Customer shall furnish
to the Bank all information reasonably required by the Bank in relation to the following: |
| (i) | the business of the Customer; and |
| (ii) | the Customer’s financial position; and |
| (g) | the Customer shall ensure that the guarantor(s) or any security
party(ies) (In the case where the guarantor(s) or any security party(ies) is a body corporate) does not permit any form of merger, reconstruction,
consolidation or amalgamation by way of a scheme of arrangement or otherwise or approve, permit any transfer of any part of its issued
capital; |
| (h) | the Customer shall ensure that the guarantor(s) or any security
party(ies) (In the case where the guarantor(s) or any security party(ies)
is a body corporate), does not pass any resolution or make any application for it to be placed under judicial management; |
Commercial Financing (Companies) – Letter of Offer
Page 30 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| (i) | and the Customer shall ensure that the guarantor(s) or any
security party(ies) (in the case where the guarantor(s) or any security party(ies) is a body corporate), does not propose to enter into
or permit the entry of any arrangement or composition (voluntary or otherwise) with any of its creditors. |
The Customer undertakes in favour of the Bank that, it shall not without
obtaining the prior written consent of the Bank (which consent shall not be unreasonably withheld):-
| (a) | add to, delete, vary or amend the Articles of Partnership
(if a partnership) of the Customer in any manner which would be inconsistent with the terms of the Letter of Offer, these Standard Terms
and Conditions and the Specific Terms and Conditions; |
| (b) | change the nature of its business; |
| (c) | enter into any transaction with any person firm or company
except in the ordinary course of business and on arm’s length commercial terms; |
| (d) | other than in its normal course of business and on arms-length
basis, enter into any partnership, profit-sharing or royalty agreement whereby the income of the Customer or its profits are, or might
be, shared with any other person, firm or company or enter into any management contract or similar arrangement whereby the business of
the Customer or its operations are managed by any other person, firm or company; |
| (e) | finance or make advances (other than in the normal course
of business) to any person; |
| (f) | create or permit to subsist any further mortgage, charge,
pledge, lien, right of setoff, caveats and any security interests of any nature (“Security Interest”) over any part of the
properties, assets, business or undertaking (both present or future) of the Customer or, where applicable, of any security party which
has been charged or is offered as security to the Bank from time to time, except: |
| (i) | liens arising by operation of law, and securing obligations
not more than 30 days overdue; |
| (ii) | liens or rights of set off arising in the normal course of
trading relating to liabilities the aggregate amount of which is in the opinion of the Bank (which opinion shall be final and binding
upon the Customer) is not material; and |
| (iii) | Security Interest which may be consented to by the Bank in
writing from time to time. |
For the purposes of this paragraph, the expression “assets”
includes but is not limited to any revenues and property imoveable and immoveable of any kind.
Commercial Financing (Companies) – Letter of Offer
Page 31 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 1. | Guidelines on Dishonoured Cheques Information System (DCHEOS
Guidelines) |
In accordance with the provisions of the DCHEQS Guidelines issued by
Bank Negara Malaysia from time to time, the Bank reserves the right to close any or all current accounts once the Customer has been listed
as a frequent issuer of dishonoured cheques on DCHEQS.
| 2. | Direction to Financial Institutions (BNM/RH/CIR000-2) |
The Bank shall comply with the regulation as set out by Bank Negara
Malaysia and will act accordingly to the law and regulation to protect both the Customer’s and the Bank’s interest.
| 3. | Foreign Account Tax Compliance Act |
FATCA is being implemented through a combination of U.S. Treasury Regulations
and government-to-government agreements (also known as Intergovernmental Agreements or IGAs) which requires Financial Institutions outside
the U.S. to provide information regarding their customers who are U.S. Persons to the U.S. Internal Revenue Service (“U.S. IRS”).
Affin Bank Berhad (“the Bank”) and its related companies and affiliates are subject to and required to, or have agreed to comply
with FATCA (“FATCA Reporting Requirement”). In view of this, the Bank is required to collect information about each of its customers
under the FATCA Reporting Requirement. If you are a U.S. Person, we may need to furnish the Inland Revenue Board of Malaysia (“IRBM”)
your account information, which may then be shared with the U.S. IRS.
| 4. | Common Reporting Standard of Financial Account Information
in Tax Matters |
Under the CRS developed by the Organisation for Economic Co-operation
and Development (“OECD”), governments agree to exchange information automatically with one another on tax residents maintaining
financial accounts in each other’s jurisdictions. The Income Tax (Automatic Exchange of Financial Account Information) Rules 2016 (“CRS
Rules”) issued by the Ministry of Finance Malaysia on 19 December 2016 which came into operation on 1 January 2017 requires every
Reporting Financial Institution to identify Reportable Account maintained by the Reporting Financial Institution by applying the due diligence
procedures as specified in the OECD CRS. The Bank and its related companies and affiliates are required to comply with the CRS Rules (“CRS
Reporting Requirement”).
Commercial Financing (Companies) – Letter of Offer
Page 32 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
In view of this, the Bank is required to collect information about
your tax residence(s) under applicable tax regulations. If you are not a tax resident of Malaysia, we may need to furnish the IRBM your
account information, which may then be shared with other tax authorities of the CRS participating jurisdiction.
Each jurisdiction has its own rules for defining tax residence, and
jurisdictions have provided information on how to determine if you are resident in a jurisdiction on the following website:
http://www.oecd.org/tax/automatic-exchange/crs-
implementationandassistance/tax-residency/
As a Financial Institution, we are not allowed to give tax advice.
Please consult your tax adviser if you require assistance in determining your tax residence(s).
| EE. | OTHER TERMS AND CONDITIONS |
| 1. | No divestment of shares by the existing major shareholders without
the Bank’s prior written consent. |
| 2. | No dividends are to be declared without the Bank’s prior written
consent. |
| 3. | Submission of half-yearly management account within 60 days
of reporting date. |
| 4. | The Customer is required to keep the Bank informed in writing
within 30 days of any developments which may change the course of the company’s normal business operations during the tenure of the facilities. |
| 5. | All legal procedures, if any, in securing the facilities are
to be handled by a firm of solicitors on the Bank’s panel and legal fees and expenses in connection or incidental to the granting of
these facilities including stamping fees, solicitor’s fees on a solicitor and client basis shall be borne by the Customer. |
| 6. | The Bank has the right to set-off all available balance in the
Customer’s accounts including current account, investment account and other accounts towards the settlement of any banking facilities
granted by the Bank. |
| 7. | Subject to Sharlah principles, the Bank reserves the right to
vary or impose additional terms and conditions to meet Its Internal policy guidelines to comply with any guidelines introduced by the
Bank Negara Malaysia or any relevant authorities from time to time. |
| 8. | That the Customer shall be liable to pay all fees and expenses including the Bank’s
solicitor’s fee (on a solicitor - client basis) if any money granted to the Customer shall be required to be recovered by any
process of law or by our solicitors. |
Commercial Financing (Companies) – Letter of Offer
Page 33 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 9. | All banking facilities are granted conditional upon the Customer
conducting the account satisfactorily within the limit at all times. Notwithstanding the above, the Bank reserves the right to review,
recall, cancel or change the terms and conditions as and when the Bank deems it necessary at its absolute discretion subject to Shariah
principles irrespective of whether the same is made before or after this offer. |
| 10. | The Bank is authorized to deduct the installment, takaful payment/insurance
premium, and other miscellaneous expenses due pertaining to the financing facility from the Customer’s current/savings account, at any
time deemed fit by the Bank notwithstanding any terms and conditions contained in any security documents regarding payment of the financing
facility and without prejudice to the Bank’s right under the security documents. |
| 11. | The Customer is required to give one (1) month notice in writing
to the Bank if the Customer desires to settle the facility in full or partially in a manner other than as provided for in the payment
schedule, otherwise, the Bank shall have the right to factor in such associated costs or charges in the exercise price formula under
the respective purchase undertaking accordingly or in reducing the ibra’ amount, whichever applicable. Prepayment, if any shall be in
multiples of the installment amount. |
| 12. | The Bank has the right to appoint valuers from the Bank’s panel,
the cost to be debited from your account with the Bank. |
| 13. | In compliance with Section 57 of the Islamic Financial Services
Act 2013 [Act 759] and BNM’s “Guidelines on Credit Transactions and Exposures with Connected Parties for Islamic Bank” and
includes any replacement guidelines/specifications/circulars issued by BNM from time to time in connection therewith, the approval and
operation or utilization from time to time of such facilities are strictly subject to: |
| (a) | neither the Customer nor any of the Customer’s partners/directors/shareholders/managers
or agents of the Customer or guarantors under the facilities is/are directly related to any directors, officers, or employees of the
Bank currently or any time in the future, elther as parent, spouse, or child; |
| (b) | the Bank reserves the right to recall the facilities under such
circumstances; and |
| (c) | the Customer undertakes to advise the Bank immediately if any
of the above relationship is established or discovered at any time. |
Commercial Financing (Companies) – Letter of Offer
Page 34 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 14. | The Customer is to submit extract of minutes of the Directors’
Resolution and Board of Directors’ meetings (duly certified by the Company’s Secretary) to the Bank within 30 days of such meetings with
regards to any of the following:- |
| (a) | a significant change in the business direction, |
| (b) | any changes in key senior management personnel and the composition
of the board of directors, and |
| (c) | notice of litigation by third parties. |
Save as aforesaid, the Bank’s consent needs to be obtained for any
of the changes below mentioned;
| (a) | a change in the shareholders and the respective shareholdings; |
| (b) | the procurement of any additional credit; and |
| | | |
| | (c) | acquisition
of assets approved by any relevant authorities. |
| 15. | The Bank has the right to conduct visits to the Customer’s premises
to verify the on-going nature of the business and to inspect the books of your company, for the purpose of developing a good banker-customer
relationship. The Customer undertakes to extend the utmost co-operation by providing full disclosure of records and all relevant information
affecting the operations of the business. |
| 16. | The Trade Financing facilities are subject to periodical review
and recallable on demand and its utilization are subject to the Bank’s standard terms and conditions under the Trade Financing facilities. |
| 17. | Any other terms and conditions as may be required by the Bank
from time to time subject to Shariah principles shall apply and binding. |
| 18. | Any decision or conclusion related to the Shariah matters pronounced
and/or made by the Bank’s Shariah Committee, the Shariah Advisory Council of BNM and/or any related bodies will absolutely bind customer
for past, present and future agreement/s. |
| 19. | That the terms and conditions in this Letter of offer contained
are not exhaustive and that this Letter of Offer when accepted forms a provisional agreement until a fully legalized agreement drawn up by the Bank’s
panel solicitors has been duly executed. On such signing the terms and condition
in this Letter of offer contained shall be part of the agreement and/or
any relevant security documents whether express in the same or otherwise. |
| 20. | The facilities are to be utilized for activities that are in
line with Shariah principles and the goods (if any) must be “halal” goods only. |
| 21. | The Customer is to execute to the Bank a Letter of Authority
to debit the Customer’s account with the Bank for the recovery of the monthly Installments and miscellaneous expenses. |
Commercial Financing (Companies) – Letter of Offer
Page 35 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 22. | Without prejudice to the foregoing terms and provisions and
in addition and without prejudice to any other powers, rights and remedies which the Bank may be entitled to, you shall indemnify the
Bank and hold the Bank harmless from and against any losses, damages and expenses, whatsoever, legal or otherwise (including but not
limited to all legal costs incurred by the Bank on a solicitor and client basis) which the Bank may sustain, suffer or incur as a consequence
of any default in the payment of the facilities on the same or any portion of the same, or any other amounts payable hereunder or on
account of the non-observance of all or/any terms stipulations agreements and provisions on the Customer’s part and such losses, damages
and expenses shall include but not limited to such amount as the Bank shall certify (such certification being accompanied by the basis
and calculation of such amount and being conclusive and binding upon the Customer save for any manifest error). |
| 23. | It is agreed and declared by the parties to this Letter of Offer
that notwithstanding any of the provisions of this Letter of Offer to the contrary, any provision or term of this Letter of Offer may
at any time and from time to time be varied or amended subject to Shariah principles by means of a notice to the Customer given in accordance
with the provision of this Letter of Offer and such variation and amendment shall thereupon become effective and the relevant provisions
of this Letter of Offer shall be deemed to have varied or amended accordingly and shall be read and construed as if such variation and
amendment has been incorporated in and has formed part of this Letter of Offer at the time of execution hereof. |
| 24. | If any of the terms and conditions of this Letter of Offer contradicts
with any terms and conditions in the security documents, the terms stipulated in the security documents shall prevail. |
| 25. | If any of the provisions of this Letter of Offer becomes Invalid,
Illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or Impaired. |
| 26. | The Bank reserves the right in particular to terminate the relationship
should there be, in the Bank’s opinion, a material adverse change in the circumstances,
financial or otherwise. Notwithstanding the above, the Indebtedness under the facilities are payable on demand and the liability in the
same under shall remain continuing until full settlement. |
| 27. | The Customer agrees and confirms that the continued utilization
of the Facility(ies) here are strictly conditional upon its compliance and the compliance of its security parties with the provision
of the Limited Liability Partnership Act 2012 and all its regulations issue there under. |
Commercial Financing (Companies) – Letter of Offer
Page 36 of 37
Customer
Ref. No.
Date | :
:
: | SATEC GROUP SDN BHD (1283508P))
SDS/2021/BC-TTDI/32362/ABY
16 July 2021 | |
| 28. | In
addition, in the event of default and the financing turns to Impaired Financing (Non-Performing
Financing) status, the Bank may at its sole and absolute discretion (but not obliged to)
without notice to you, exercise its option of cancelling the Takaful Coverage and recover
the policy cash / surrender value to reduce the outstanding balance of the said financing. |
| 29. | In
the event of claim, all benefits payable under the Takaful coverage taken up will be made
directly to the Bank and will be first used to offset any outstanding Facility due to the
Bank. The remaining benefits (if any, after the set-off) will be payable to you or your estate
(as the case may be). |
| 1. | The
Customer agrees and confirms that this Facility and any transaction entered into pursuant
to this Facility are subject to and in conformity with Shariah principles, as ascertained
by the Shariah Advisory Council (SAC) of |
Bank
Negara Malaysia and/or any other authority having jurisdiction over the Bank.
| 2. | Where
in any proceedings relating to this Facility and any transaction entered into pursuant to
this Facility before any court or arbitrator any question arises concerning a Shariah matter,
the court or the arbitrator, as the case maybe shall: |
| a) | take
into consideration any published rulings of the SAC; or |
| b) | refer
such question to the SAC for its ruling. |
| 3. | Any
such rulings made by the SAC shall be final and binding among the Customer and the Bank and
the court or arbitrator making a reference to the SAC. |
| 4. | If
at any time before or during this Facility and any transaction entered into pursuant to this
Facility, it is discovered or it has come to the attention of the Customer and the Bank that
any aspect or part/portion of this Facility, is likely to infringe any Shariah principles,
guidelines, specifications, standards or circulars, the Customer and the Bank agree that
the relevant provision and/or term shall be amended/varied for compliance purpose. The amendment
or variation is to such extent as is necessary to be in conformity with Shariah principles,
guidelines, specifications, standards or circulars. The Bank shall be entitled to issue such
amendments or variations by giving the requisite twenty-one (21) calendar days’ notice to
the Customer. |
| 5. | The
Customer agrees that the Indebtedness arising from the Customer’s utilization of the Facility
shall remain intact and owing and shall not in any way or manner be affected adversely by
any Shariah ruling as above. |
-
END -
Commercial Financing (Companies) – Letter of Offer
Page 37 of 37
GUARANTEE
Between
THE
PERSON NAMED IN SECTION 1 OF THE FIRST SCHEDULE
(as the “Guarantor”)
And
AFFIN
ISLAMIC BANK BERHAD
(as
the “Bank”)
SOLICITORS
M/s.
Manjit Singh Sachdev, Mohammad Radzi & Partners
Advocates & Solicitors
No.
1, 11th Floor, Wisma Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja Laut,
50350 Kuala Lumpur.
Tel:
03-2698 7533 Fax: 03-2692 0057
E-mail:
manjs@mssmr.com
[File
Ref: 204044/21/MS/ZU/REIN/AIBB/LDNT(e)]
 |
LEMBAGA HASIL DALAM NEGERI MALAYSIA |
Telefon: 03-2059 |
| CAWANGAN KUALA LUMPUR BANDAR |
3600 |
| TINGKAT 3,4,6,7,10,15 DAN 17, MENARA |
Fax: 03 |
| OLYMPIA |
2059 |
| NO.8, JALAN RAJA CHULAN |
3600 |
| 50200 KUALA LUMPUR |
www.hasil.gov.my |
| WILAYAH PERSEKUTUAN KUALA LUMPUR |
|
Bil Surat
Tuan:
204044/21/MS/ZU/REIN/AIBB/LDNT(E)
Tetuan/Tuan/Puan
NG CHEN LOK
No. 64, Jalan
Udang Gantung 8, Taman Megah
52100 Kepong
Wilayah Persekutuan Kuala Lumpur
| Nombor Adjudikasi: T01BEA2C4AXW019 |
Tarikh: 06/09/2021 |
Tuan,
NOTIS
TAKSIRAN SEKURITI (DUTI AD VALOREM)
Jenis
Surat Cara: GUARANTEE
Permohonan
tuan bertarikh 30/08/2021 di bawah Seksyen 36, Akta Setem 1949 dirujuk.
2. Dimaklumkan
duti sebanyak RM 30.00 kena dibayar mengikut pengiraan seperti lampiran.
3. Sila jelaskan
duti tersebut selewat-lewatnya pada 06/10/2021. Bayaran boleh dibuat kepada Pemungut Duti Setem:
| a) | Secara
elektronik melalui Financial Process Exchange (FPX) atau |
| b) | Di
kaunter Pejabat Setem / Pusat Khidmat Hasil secara: |
| ● | Cek
Akaun Anak Guam atau |
4. Kelewatan
membayar duti boleh dikenakan penalti di bawah Seksyen 47A, Akta Setem 1949.
Sekian, terima
kasih.
“BERKHIDMAT
UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT
DUTI SETEM LHDNM
Cetakan komputer
ini tidak memerlukan tandatangan.
| No Adjudikasi: T01BEA2F4FXW019 |
Lampiran |
| PENGIRAAN
DUTI YANG DIKENAKAN (SUBSIDIARI) |
|
| |
| |
| Bhg.
A: Sekuriti |
|
| |
| |
| |
(a) |
|
Jumlah
Pinjaman / Bayaran | |
RM | |
| 825,000.00 | |
| Bhg.
B: Duti yang dikenakan |
|
| |
| | |
| |
(b) |
|
Duti yang
dikenakan ke atas (a) | |
RM | |
| 10.00 | |
| |
(c) |
|
Tolak amaun
duti yang diremitkan / dikecualikan | |
RM | |
| 0.00 | |
| |
(d) |
|
Duti yang
dikenakan | |
RM | |
| 10.00 | |
| |
(e) |
|
Penalti yang
dikenakan** | |
RM | |
| 0.00 | |
| |
(f) |
|
Salinan | |
RM | |
| 20.00 | |
| |
(g) | |
Jumlah besar duti yang kena
dibayar | |
RM | |
| 30.00 | |
** Penalti
Sesuatu dokumen hendaklah
disetemkan dalam tempoh 30 hari dari tarikh ianya disempurnakan dalam Malaysia atau dalam tempoh 30 hari selepas la diterima dalam
Malaysia sekiranya la disempurnakan diluar Malaysia. Sekiranya ia tidak disempurnakan dalam tempoh yang ditetapkan, penalti sebanyak
:
(a) RM25.00 atau 5% daripada duti yang
berkurangan, yang mana lebih tinggi, sekiranya la disetemkan dalam tempoh 3 buian selepas masa untuk penyeteman.
|
|
(b) RM50.00 atau 10% daripada duti yang berkurangan, yang mana lebih
tinggi, sekiranya la disetemkan selepas tempoh 3 bulan tetapi tidak lewat daripada 6 bulan selepas masa untuk penyeteman. |
|
(c) RM100.00 atau
20% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan selepas 6 bulan selepas masa untuk penyeteman. |
Salinan Kepada:
Manjit Singh Sachdev, Mohammad Radzi & Partners
No.1, 11th Floor, Wisma Havela Thakardas,
Jalan Tiong Nam, Off Jalan
Raja Laut,
Kuala Lumpur.
50350 Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
Guarantee
- (lndividual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
GUARANTEE (ISLAMIC)
By Individuals /
Companies
THIS GUARANTEE is made on the
date stated in Section 1 of the First Schedule of this Guarantee by THE PARTY whose name and particulars are stated in Section 2 of the
First Schedule of this Guarantee (referred to as the “Guarantor”) in favour of AFFIN ISLAMIC BANK BERHAD [Registration No. 200501027372
(709506-V)], a company incorporated in Malaysia and having a place of business in Malaysia as stated in Section 3 of the First Schedule
of this Guarantee (referred to as the “Bank”).
RECITALS
Reference is made to the facilities
agreement made between the party whose name and particulars are stated in Section 5 of the First Schedule of this Guarantee (referred
to as the “Customer”) and the Bank and entered into on the date stated in Section 4 of the First Schedule of this Guarantee
(the “FA”). In the absence of a FA, the letter of offer issued by the Bank and accepted by the Customer on the date as stated
in Section 4 of the First Schedule of this Guarantee (referred to as the “Letter of Offer” or “LO”) shall be the FA.
By the FA or the LO, the Bank has granted, agreed to grant or make available or to continue to make available to the Customer, the financing
or banking or credit facilities upon the terms and conditions contained in the FA.
| (B) | EXECUTION OF GUARANTEE |
By the terms
of the FA, it was agreed, amongst others, that the Guarantor shall execute this Guarantee to guarantee the payment of the Guaranteed Amounts
(as defined in this Guarantee).
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01 DEFINITIONS AND INTERPRETATION
| (a) | Except where the context otherwise requires or unless this Guarantee otherwise provides,
all words and expressions defined in the FA when used or referred to in this Guarantee shall have the same meaning as that provided in
the FA. |
| (b) | Similarly, where applicable, the provisions of this Guarantee shall be interpreted
in the same manner as the provisions of the FA would be interpreted. |
Guarantee - (lndividual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (c) | In addition to those words and expressions already defined in the FA, the following
words and expressions shall, unless the context otherwise requires, have the meaning respectively assigned to them as per the following: |
| “Companies Act 2016” |
|
Includes all amendments, revisions, or re-enactments. |
| |
|
|
| “Bank” |
|
AFFIN ISLAMIC
BANK BERHAD [Registration No. 200501027372 (709506-V)], a company incorporated in Malaysia and having a place of business as stated in
Section 3 of the First Schedule of this Guarantee. |
| |
|
|
| “Customer” |
|
The person(s)
named in Section 5 of the First Schedule of this Guarantee. |
| |
|
|
| “Company” |
|
Includes any companies
(whether foreign or locally incorporated), corporation, limited liability partnership, partnership society or other entities or
bodies having an independent legal persona. |
| |
|
|
| “Guaranteed Amounts” |
|
The aggregate
of all monies arising from the facilities stated in Section 7 of the First Schedule of this Guarantee whether principal, profit, compensation
for late payment, costs, charges, legal fees on a solicitor-client basis, expenses or otherwise outstanding or payable or agreed to be
paid by the Customer or any Security Party to the Bank. This includes expenses incurred by the Bank in perfecting, enforcing or obtaining
payment under this Guarantee. It also includes contingent liabilities. |
| |
|
|
| “Guarantor” |
|
The person(s)
named in Section 2 of the First Schedule of this Guarantee. |
| |
|
|
| “Facilities” |
|
All the facilities granted or
to be granted or made available by the Bank to the Customer stated in Section 7 of the First Schedule of this Guarantee in accordance
with the terms and conditions in the Facilities Agreement. |
| |
|
|
| “Facilities Agreement” or “FA” |
|
The agreement
made between the Bank and the Customer on the date as stated in Section 4 of the First Schedule of this Guarantee. In the absence of an
FA, the LO issued by the Bank and accepted by the Customer on the date as stated in Section 4 of the First Schedule of this Guarantee
shall be the FA. FA or LO includes any supplemental, variation, amendment, additional or enhancement.
|
| |
|
|
| “Security Interest” |
|
Includes
(without limitation) any mortgage, charge, pledge, lien, right of set-off, caveats and any security interests of any nature in any property
whether moveable or immovable of any kind created arising. |
| |
|
|
| “Security Party” |
|
Any party
providing any security to the Customer to secure the payment of the Guaranteed Amounts or any part of it.
|
Guarantee - (lndividual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
Section 1.02
CONSTRUCTION
| (a) | The expression “this Guarantee” shall include any
separate or independent agreement contained in this Guarantee and also includes any amendment notified by the Bank or agreed by the parties
to this Guarantee. |
| (b) | The expression “person” shall include any individual,
firm, partnership, company or association or body of persons, corporate or unincorporated or any entity having independent legal persona.
If more than one, their obligations or liabilities shall be joint and several. |
| (c) | Words importing the singular shall include the plural and
the same applies in reverse (vice versa). Words importing one gender shall include all other genders and the same applies in reverse
(vice versa). Present tense shall also include past, present and future tense. |
| (d) | The headings used are for purposes of reference only and
shall not be used in the construction or interpretation of this Guarantee. |
| (e) | Terms in this Guarantee are binding on heirs, personal representatives,
estate, successors in titles or permitted assigns of the parties. |
| (f) | The expression “and/or” also includes “or”
as well as “and” (where applicable). The word “all” includes “any” and the same applies in reverse (vice
versa). It also includes any part or portion of the Facilities or Guaranteed Amounts. |
| (g) | Any action to be done at anytime shall also include any action
to be done from time to time and the same applies in reverse (vice versa). |
| (h) | The word “grant”, “granted”, “having
agreed to grant”, “made available”, continue to make available”, “entering into”, “enter into”
or “entered into” shall refer to past, present and future consideration for this Guarantee and the usage of one phrase is sufficient
to include all the past, present and future consideration without the need to repeat all the phrases. |
| (i) | Where there are two (2) or more Guarantors signing this Guarantee,
their liabilities will be joint and several. |
Section 1.03 FACILITIES
AGREEMENT INCORPORATED INTO THIS GUARANTEE
All the provisions of the FA form
part of this Guarantee. All representations, warranties and covenants made in the FA by the Customer shall be considered (deemed) to have
been made also by the Guarantor. References to the Customer in the FA shall be read as if they were references to the Guarantor. In the
event of any conflict or discrepancy between the provisions of the FA and any provisions of this Guarantee, the provisions of this Guarantee
shall prevail for the purposes of interpretation and enforcement of this Guarantee, but only to the extent of such inconsistency, conflict
or discrepancy.
Guarantee - (lndividual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
ARTICLE
II
GUARANTEE
Section 2.01 GUARANTEE
In consideration
of the Bank at the request of the Customer and Guarantor, entering into the FA with the Customer to make available or continue to make
available the Facilities upon the terms and conditions of the FA, the Guarantor unconditionally and irrevocably guarantees the payment
of all Guaranteed Amounts to the Bank on demand.
Section 2.02
CONTINUING GUARANTEE
| (a) | The Guarantor agrees and declares that this Guarantee is
expressly intended to be and shall be a continuing guarantee for the payment of the Guaranteed Amounts until the Guaranteed Amounts have
been fully settled. |
| (b) | The Bank shall be entitled to continue any account with the
Customer even if a demand has been made under this Guarantee or this Guarantee has been determined, discontinued or discharge (collectively
“Discharge”). In the event this happens, the obligations of the Guarantor in relation to the Guaranteed Amounts then due or
accrued, shall not be affected even though there is payment into or out of such account by or on behalf of the Customer. |
Upon such
Discharge, the Bank may open a fresh account on behalf of the Customer. No monies paid into any account on behalf of the Customer and
subsequently drawn out by the Customer, shall on a settlement of any claim under this Guarantee, be appropriated towards payment of the
Guaranteed Amounts at the date when the Guarantee is Discharged. Accordingly, the Guarantor’s liability under this Guarantee shall not
be reduced or affected by any such transaction. If a fresh account is not opened by the Bank, it shall be considered to have been opened
at the time of calling in.
| (c) | If the Guarantor is a Company and pursuant to a scheme of
arrangement, merger, reconstruction or similar process and a new or other Company succeeds to its liabilities, the provisions of this
Guarantee shall continue to apply fully as if such new Company had been named as the Guarantor in this Guarantee. |
Section 2.03 LIABILITY
AS PRINCIPAL DEBTOR
The Guarantor
agrees that as between the Guarantor and the Bank, the Guarantor shall be a principal debtor. All sums of money which may not be recoverable
from the Guarantor due to any legal limitation, disability or incapacity of the Customer, including without limitation, where the Customer
(being a limited company), have borrowed beyond its powers or lack of authority by any person purporting to act on behalf of the Customer,
shall be recoverable on demand from the Guarantor as the principal debtor. The Guarantor is also an original independent obligor under
this clause.
Section 2.04 GUARANTEE
IN ADDITION TO
This Guarantee is in addition to any other security
or guarantee or indemnity which the Bank may now or at any time in future obtain from the Guarantor. Nothing contained in this Guarantee
shall affect any other security given to the Bank by the Customer or any Security Party at any time to secure the Guaranteed Amounts.
Guarantee -
(Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
ARTICLE III
INDEMNITY OF GUARANTOR
Section 3.01 INDEMNITY OF GUARANTOR
As a separate, additional and continuing obligation, the Guarantor
unconditionally and irrevocably undertakes with the Bank that in the event the Guaranteed Amounts is not or cannot be recoverable from
the Guarantor by reason of the provisions of the FA or LO becoming void, unenforceable or otherwise invalid, the Guarantor will upon first
written demand by the Bank, make payment of the Guaranteed Amounts by way of a full indemnity or otherwise in such manner as is provided
for under the FA or LO or this Guarantee.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01 REPRESENTATIONS AND WARRANTIES
The Guarantor acknowledges that the Bank has entered into the FA in
full reliance on the following terms. The Guarantor now represents and warrants to the Bank as follows.
| (a) | Contractual obligations:
that this Guarantee when executed will constitute legal, valid and binding obligations of
the Guarantor enforceable in accordance with its terms; |
| (b) | Authorisations and consents:
that all acts, conditions and things which are required to be done for or in connection with
the execution, delivery, performance, legality or enforceability of this Guarantee in accordance
with its terms have been done and performed; |
| (c) | Proceedings: that
there are no proceedings pending before any court, government agency or administrative body
or to the knowledge of the Guarantor threatened against the Guarantor which would materially
or adversely affect the financial condition or operation of the Guarantor. Such proceedings
shall also not affect the business of the Guarantor substantially so as to affect its ability
to pay the Guaranteed Amounts; |
| (d) | Material Adverse Change:
that there is no material adverse change in the financial condition, operating environment,
management of the Guarantor or other conditions which will materially affect the ability
of the Guarantor to perform the obligations of the Guarantor under this Guarantee; |
| (e) | Where the Guarantor
is a Company |
| (i) | Status: that the Guarantor is a Company duly incorporated
under the laws of Malaysia as a separate legal entity, validly existing and has full power and authority to own its assets and to carry
on its business; |
| (ii) | Powers: that the execution, delivery and performance
of this Guarantee by the Guarantor: (a) is or will when executed be within the corporate powers of the Guarantor; (b) has been duly authorised
by all necessary governmental approvals; and (c) does not or will not breach: (i) any law, contractual restriction, regulation, order
of any governmental authority, agency or court binding on the Guarantor or any license or permit by which the Guarantor or any of its assets is bound or affected; or (ii) any provision of its
Constitution; |
Guarantee -
(Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (iii) | No breach:
neither the signing and delivery of this Guarantee nor the performance of any of the transactions
contemplated in it will: |
| (a) | breach or constitute a default under any provision contained
in any agreement, order, licence, permit or consent by which the Guarantor or any of its assets is bound or affected; or |
| (b) | cause any limitation on it or the powers of its directors; |
| (iv) | Dissolution:
no steps have been taken or are being taken to appoint a receiver or a receiver and manager
or liquidator to take over or wind-up the Guarantor under the Companies Act 2016; |
| (v) | Financial statements:
(where the Guarantor is a Company), the audited financial statements (including the income
statement and balance sheet) of the Guarantor have been prepared on a basis consistently
applied. Financial statements to give a true and fair view of the results of its operations
for that year and the state of its affairs at the date. Financial statements have also to
accurately disclose all the liabilities (actual or contingent) of the Guarantor; |
| (f) | Where the Guarantor
is an individual, partnership, limited liability partnership: |
| (i) | Status: that
the Guarantor has the power or capacity to execute, deliver and perform the terms of this
Guarantee; |
| (ii) | Powers: that
the execution, delivery and performance of this Guarantee by the Guarantor: (a) has been
duly authorised by all necessary governmental approvals; and (b) does not or will not breach
any contractual restriction, regulation, order of any governmental authority, agency or court
binding on the Guarantor or any license, permit or consent by which the Guarantor or any
of his/her assets is bound or affected; |
| (iii) | No breach:
neither the signing and delivery of this Guarantee will breach or constitute a default under
any provision contained in any agreement, law, judgment, order, licence or permit by which
the Guarantor or any of his/her assets is bound or affected; and |
| (iv) | Bankruptcy:
no bankruptcy proceedings have been commenced against the Guarantor; |
| (g) | Registration, etc:
no registration, recording, filing or notarisation of this Guarantee and no payment of any
duty or tax (save for stamp duty in Malaysia) and no other action is necessary to ensure
the enforceability of the obligations of the Guarantor or the rights of the Bank; |
| (h) | Material Adverse Change:
no event has occurred which would substantially and adversely affect the Guarantor's ability
to observe or perform the Guarantor's obligations under this Guarantee; |
| (i) | Payment of tax:
all necessary returns have been delivered by the Guarantor to the relevant taxation authorities.
The Guarantor is not in default in the payment of any taxes of a material amount; |
Guarantee -
(Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (j) | Full disclosure:
the Guarantor has fully disclosed in writing to the Bank all facts relating to the Guarantor
which are material for disclosure to the Bank; |
| (k) | Commercial nature of
transaction: that the transactions on the part of Guarantor which are contemplated in
this Guarantee represent transactions of a purely commercial nature by the Guarantor and
are not, in any sense, public or governmental acts; and |
| (1) | Other representations
and warranties: such other warranties and representations as are set out in the FA or
LO. |
Section 4.02 REPETITION
The Guarantor acknowledges that the Bank has entered into this Guarantee
on the basis of and in full reliance of the above representations and warranties. The Guarantor agrees, undertakes and confirms that each
of the representations and warranties contained above shall survive and continue to have full force and effect after the execution of
this Guarantee. The Guarantor warrants to the Bank that the above representations and warranties will be true and correct and fully observed
until the Guaranteed Amounts due under this Guarantee have been discharged.
ARTICLE V
UNDERTAKINGS OF THE GUARANTOR
Section 5.01 UNDERTAKINGS OF THE GUARANTOR
The Guarantor undertakes with the Bank that from the date of this Guarantee
until all its liabilities under this Guarantee have been discharged:
| (a) | the liabilities of the
Guarantor under this Guarantee will rank at least equally and rateably (pari passu)
in point of priority and security with all its other unsecured liabilities except: |
| (i) | liabilities which are subject to liens or rights of set-off
arising in the normal course of trading and the aggregate amount of which is not material; or |
| (ii) | liabilities which are preferred solely by laws of Malaysia and
not by reason of any Security Interest, |
and the Guarantor shall not create or permit to exist over all or any
part of its business or assets any Security Interest other than those permitted above without the prior written consent of the Bank such
consent not to be unreasonably withheld;
| (b) | it will deliver to the Bank: |
| (i) | in the case where the Guarantor is a Company unaudited consolidated
financial statements as soon as they are available. The same may be accompanied with a confirmation by the Guarantor that the unaudited
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Malaysia and give
a true and fair view of the results of its/their operations for those period(s); and |
Guarantee -
(Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (ii) | promptly, such additional financial or other information as
the Bank may from time to time request; |
| (c) | the Guarantor will maintain all relevant authorisations (governmental
and otherwise) and will promptly obtain any further authorisation as may be required by the Bank; |
| (d) | the Guarantor will immediately notify the Bank upon becoming
aware of the revocation or variation of any authorisation; |
| (e) | if the Guarantor becomes aware of the occurrence of an Event
of Default, it will notify the Bank of the same without delay. The Guarantor agrees to provide the Bank with full details of any steps
it is taking, or is considering taking, in order to remedy or mitigate the effect of the Event of Default; |
| (f) | the Guarantor will punctually pay all the Guaranteed Armounts
when due and owing except for amounts which the Guarantor contests in good faith; |
| (g) | the Guarantor will carry out and operate its business and affairs
with due diligence, efficiency and in accordance with sound financial and industrial standards and practices. The Guarantor will take
out/maintain valid Takaful/insurance in respect of its assets and business against all risks which are normally insured by other companies
carrying on similar business. Insured amount will be for such amounts considered prudent by similar business; |
| (h) | the Guarantor will, by written notice, inform the Bank of: |
| (i) | any legal proceedings, litigation or claim, involving the
Guarantor which has adversely affected or may adversely affect the Guarantor's ability to fulfil its obligations under this Guarantee; |
| (ii) | any dispute between the Guarantor and any statutory body in
respect of any of the Guarantor's lands and other assets may be adversely affected; |
| (iii) | any matter which has adversely affected or may adversely affect
the Guarantor's ability to fulfil its obligations under this Guarantee or its financial position; |
| (i) | the Guarantor shall not take or accept any Security Interest
or other security from the Customer or from any third party to secure the Guaranteed Amounts without first obtaining the Bank's written
consent. The Bank shall not unreasonably withhold its consent; |
| (j) | until all the Guaranteed Amounts due or incurred by the Customer
to the Bank have been paid or discharged in full, the Guarantor shall not claim any set-off or counterclaim against the Customer except
with the Bank's written consent. The Bank shall not unreasonably withhold its consent; |
| (k) | should the Customer become bankrupt or be wound up, the Bank
may rank as creditors and prove in the bankruptcy or winding up of the Customer for the whole amount outstanding against the Customer.
No money or dividend so received by the Bank shall be treated as received in respect of this Guarantee until the Bank shall have received
from all sources the whole amount outstanding against the Customer; |
Guarantee -
(Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (1) | until the Guaranteed Amounts shall have been fully paid, the
Guarantor shall not: |
| (i) | prove in competition with the Bank for any monies owing by
the Customer to the Guarantor on any account and/or in respect of any monies due or owing from the Customer to the Guarantor; |
| (ii) | take any steps to enforce any rights against the Customer
or receive or claim or have the benefit of any payment or distribution from or on account of the Customer. The Guarantor may not exercise
any right of set-off or counterclaim against the Customer except with the Bank’s written consent; |
| (m) | to subordinate any and all indebtedness of the Customer to the
Guarantor, whether or not incurred pursuant to or arising out of this Guarantee, to secure the Guaranteed Amounts. |
ARTICLE VI
GUARANTEE NOT BE IMPAIRED
Section 6.01 GUARANTEE NOT BE IMPAIRED
The Guarantor agrees that none of its obligations and liabilities under
this Guarantee shall be impaired, affected or discharged nor shall the Guarantor be released or absolved by any of the following matters:
| (a) | by the Bank agreeing with the Customer to vary the terms of
the FA. This includes any renewal, restructuring, rescheduling, interchange, appropriation or substitution of the Facilities. Any changes
to the Facility shall be binding upon the Guarantor in all circumstances. However, if any such variation is made without the Guarantor's
prior written consent for the increase of the Facilities amount, the Guarantor's liability under this paragraph shall be limited to the
amount for which it would have been liable had such variation not been made; |
| (b) | by the Bank releasing the Customer or any other Security Party
or granting any of them (whether directly or indirectly) any time or indulgence, forbearance,
concession, credit, compromise, waiver, release, discharge, arrangement or other advantage or indulgence. This may include the waiving
of any of the conditions precedent for utilisation of the Facilities or any breach by the Customer of the FA; |
| (c) | by the Bank enforcing, abstaining from enforcing, surrendering
or releasing any security for the Guaranteed Amounts. The Bank may also claim for, prove or accept any payment in respect of the Guaranteed
Amounts in any composition, winding up or bankruptcy of the Customer or any other Security Party. The Bank may also abstain from claiming,
proving or accepting any payment; |
| (d) | by the Bank failing, neglecting to or deciding not to recover
the monies guaranteed or by any act, omission, negligence or other conduct or failure on the part of the Bank; |
| (e) | by any delay, acts or omissions on the part of the Bank in taking
action against the Customer, the Guarantor or any other Security Party; |
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (f) | by reason of any agreement, deed, mortgage, charge, debenture, guarantee, indemnity or security held by
the Bank becoming or being void; |
| (g) | by the illegality, invalidity, unenforceability or irregularity of any of the obligations of the Customer
or the Guarantor; |
| (h) | by any legal limitation on or insufficiency in the borrowing powers or disability or incapacity of or
death, bankruptcy for insanity of the Customer, the Guarantor or any other Security Party; |
| (i) | by any staying or suspending of any the Bank’s rights, remedies or recourse against the Customer or the
Guarantor; |
| (j) | by reason of the Bank’s refusal to grant or to continue to grant any further Facilities to the Customer
even though this Guarantee has not yet reached the limit of the Guarantor’s liability; |
| (k) | by change in the constitution of the Customer whether by way of amalgamation consolidation, reconstruction
or otherwise. |
Section 6.02 WAIVER BY
THE GUARANTOR
In order to give full effect to the
provisions of this Guarantee, the Guarantor waives all rights inconsistent with such provisions.
Section 6.03 STATEMENT OF ACCOUNT
Any statement of account issued by
the Bank with respect to any Guaranteed Amounts outstanding shall be binding and conclusive except for obvious error(s).
ARTICLE VII
PAYMENT PROVISIONS
Section 7.01 PAYMENT
PROVISIONS
| (a) | Place of payment: All payments to be made under this Guarantee by the Guarantor shall be made in
Ringgit Malaysia (in immediately available funds) to the Bank at the place of business of the Bank set out in Section 3 of the First Schedule.
However, for Facilities in foreign currency, subject to the compliance of any foreign exchange laws and regulations, payments may be made
in the currency of the Facilities. |
| (b) | Payments to be free and clear: Payments under this Guarantee have to be made free of any deduction
or withholding of tax. |
| (c) | Business Day: If any sum becomes due for payment under this Guarantee on a day which is not a Business
Day, such payment shall be made on the next succeeding Business Day. Where such succeeding Business Day falls in another calendar month,
such payment shall be made on the Business Day preceding the due date. |
| (d) | Debit: Subject to compliance with Shariah principles, the Bank is allowed at any time to debit any of the Guarantor’s
account(s) with the Bank in respect of Indebtedness and all other monies due and payable under this Guarantee. No such debiting
shall be considered to be a payment of the amount due except to the extent of any amount available in any of the Guarantor’s
account(s). |
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
Section 7.02 CURRENCY INDEMNITY
| (a) | Recovery
in other currency: Any amount received or recovered in a currency other than Ringgit
Malaysia by the Bank shall only constitute a discharge to the Customer and/or the Guarantor
to the extent of the Ringgit Malaysia amount which the Bank is able, in accordance with its
usual practice, to purchase with the amount so received or recovered. |
| (b) | Indemnity:
If that Ringgit Malaysia amount is less than the amount due to the Bank under this Guarantee,
the Guarantor shall indemnify and keep the Bank indemnified against any loss sustained by
it unless the loss is caused by the Bank’s negligence, default or fraud. In any event,
the Guarantor shall also indemnify the Bank against the cost of making any such purchase. |
| (c) | Separate
indemnity: These indemnities constitute a separate and independent obligation from the
other obligations in this Guarantee. It shall give rise to a separate and independent cause
of action. It shall also apply irrespective of any indulgence granted by the Bank and shall
remain in full force and effect despite any judgment or order. No proof or evidence of any
actual loss is required. |
ARTICLE
Vlll
COSTS AND EXPENSES
Section 8.01 COSTS AND EXPENSES
The Guarantor shall on demand pay:
| (a) | to the Bank all expenses (including legal and out-of-pocket expenses on a full indemnity basis) incurred
by the Bank in connection with the negotiation, preparation or completion of this Guarantee; |
| (b) | any expenses agreed to be paid by the Customer under the FA and/or LO which forms part of the Guaranteed
Amounts; |
| (c) | any amount due under the FA and/or LO which shall be required to be recovered through any process of law,
or placed in the hands of solicitors for recovery, to pay all the solicitors’ fees and expenses on a solicitor-client basis. |
For the purpose
of sub-clauses (a) to (c) above, the Bank shall have the right to debit any account of the Guarantor with the Bank subject to compliance
with Shariah principles.
Section 8.02 INDEMNITY
The Guarantor agrees to indemnify the Bank and keep the Bank indemnified
against any other losses, damages or expenses (not specified above) which may be incurred by the Bank as a result of the Guarantor’s
breach of any of the terms and conditions in this Guarantee. However, the Guarantor will not be liable if the losses, damages or expenses
are caused by the Bank’s negligence, default or fraud.
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
ARTICLE
IX
DISCLOSURE
Section 9.01 DISCLOSURE AND INFORMATION
The Guarantor agrees and permits the
Bank to disclose any information relating to the Guarantor to:
| (a) | the Central Credit Unit, Dishonoured Cheques Information System (DCHEQS) and Central Credit Reference
Information System (CCRIS) of Bank Negara Malaysia (BNM) or such other authority having jurisdiction over the Bank; or |
| (b) | any party (including professional advisers and debt collection agent) pursuant to any enforcement, preservation
and/or attempted enforcement or preservation of this Charge; or |
| (c) | any party providing additional security or any guarantor; or |
| (d) | any party or authority, if required by any law, regulation or by-law or pursuant to any order from any
court of competent jurisdiction; or |
| (e) | companies which are now or which in the future may be subsidiaries within the banking group of the Bank,
subject to the Islamic Financial Services Act 2013 [Act 759] and any regulations from BNM; or |
| (f) | any credit reporting agencies. |
The Privacy Notice
is contained in the Bank’s official website at www.affinislamic.com.my. In the event of conflict, the Privacy Notice to prevail
but only to the extent of such conflict.
The Guarantor expressly
consents to the Bank conducting credit checks on the Guarantor for the purpose of this Guarantee at the Central Credit Bureau, CCRIS,
CTOS Sdn Bhd, DCHEQS, Financial Information Services Sdn Bhd (FIS), RAM Credit Information Sdn Bhd or any registered credit reporting
agencies.
The above is in
addition to any disclosure allowed by BNM or other regulatory authority. In the event of conflict, the disclosure allowed by BNM or other
regulatory authority shall prevail.
ARTICLE X
FURTHER PROVISIONS
Section 10.01 ALL PAYMENTS RECEIVED TO BE PAYMENT IN
GROSS
All monies received from the Guarantor
may be treated by the Bank as payments in gross. It will not be attributable to any specific part of the Guaranteed Amounts even if appropriated
by the Bank.
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
Section
10.02 SUSPENSE ACCOUNT
Any monies
received by the Bank under this Guarantee may be placed and kept to the credit of a non-income bearing Shariah compliant suspense
account for so long as the Bank thinks fit. The Bank is not obliged to apply the monies to discharge the Guaranteed Amounts. In the
event of any proceedings in bankruptcy, liquidation, winding-up composition or arrangement, the Bank may prove for and agree to
accept any dividend or composition as declared by the relevant authority.
Section 10.03 INSOLVENCY
For the purpose
of ensuring the performance of the Guarantor to the Bank, the Guarantor, appoints the Bank as the agent of the Guarantor. The Bank has
full power to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts and things as the Bank may consider proper, necessary
or advisable in or for the purpose of: (i) lodging any proof in the name of the Guarantor; and (ii) and receiving (and giving good discharges)
for and on behalf of the Guarantor, all payments or dividends payable to the Guarantor in respect of such proof. The Guarantor declares
that such power has been given for valuable consideration as long as any part of the Guaranteed Amounts remains unpaid or outstanding.
The Guarantor
declares that the Bank shall not be held responsible or liable to the Guarantor for any loss or damage arising as a result of any act
or omission unless directly caused by the Bank’s negligence, default or fraud.
Section 10.04
CONCURRENT REMEDIES
Upon occurrence of an Event of Default
or breach of any terms of this Guarantee, the Bank shall have the right to exercise its remedies under this Guarantee. The Bank shall
also be entitled to exercise such remedies concurrently or simultaneously with other actions it may take against the Customer or other
Security Party.
Section 10.05
WAIVER
| (a) | The rights of the Bank under this Guarantee are cumulative and may be exercised as often as the Bank consider
it reasonably appropriate. |
| (b) | The rights of the Bank shall not be capable of being waived or varied except in writing. |
| (c) | No failure or delay in exercising nor any omission to exercise any rights or remedy of the Bank under
this Guarantee upon any breach of the Guarantee shall affect such right or remedy of the Bank. |
| (d) | It shall also not be regarded as the Bank waiving its right or remedy or accepting such a breach. |
| (e) | The Bank reserves the right to exercise its rights or remedy at such future time without reference to
the Guarantor. |
Section 10.06 CHANGES IN CONSTITUTION OF THE BANK OR
GUARANTOR
| (a) | This Guarantee (in the case of the Guarantor being a Company) shall remain in full force and effect
even if there are changes in the constitution of the Guarantor; |
| (b) | This Guarantee shall continue to bind the Guarantor notwithstanding any amalgamation or merger of the
Bank; |
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (c) | The security, liabilities and/or obligations created by this Guarantee shall continue to be valid and
binding for all purposes notwithstanding: (i) in the case of the Guarantor being an individual, the Guarantor’s death, bankruptcy,
mental incapacity; or (ii) in the case of the Guarantor being a partnership or limited liability partnership (“LLP”), by
reason of a change in the membership of a partnership (whether by death, resignation, admission of new partners or otherwise); (iii)
or in the case of the Guarantor being a Company, the Guarantor’s change in name or style or by amalgamation, liquidation, winding-up
reconstruction or otherwise in the constitution of the Guarantor; |
| (d) | It is expressly declared that no change of any sort in the Guarantor or the Bank shall in any way affect
the security, liabilities and/or obligations created under this Guarantee in relation to any transaction whether past, present or future. |
Section 10.07 NOTICES
| (a) | Any notice, demand or other communication (including computer generated notices/statements that do not
require signature) from the Bank under this Guarantee shall be given in writing to the Guarantor at the Guarantor’s address, facsimile
numbers or electronically (including email) as stated in the Schedule and/or last appearing in the Bank’s records. The notices may be
given or made by post, facsimile, electronically (including email), personal delivery or such other mode as may be determined by the Bank; |
| (b) | The notices or other communications are given to the Guarantor: |
| (a) | in the case of post, five (5) days after the date of posting; |
| (b) | in the case of facsimile, on the day of transmission; |
| (c) | in the case of electronic mail, on the day it is sent provided that the Bank has not received a failed
or undeliverable message from the host provider on the date of transmission; |
| (d) | in the case of personal delivery, at the time of receipt; and |
| (e) | in the case of courier, at the time of receipt. |
| (c) | The Guarantor expressly agrees with the Bank to inform the Bank immediately of any change in the contact
information such as correspondence address, phone number, facsimile number and/or email address of the Guarantor. Any change in the Guarantor’s
contact information such as address, phone number, facsimile number and/or email address is not binding on the Bank unless the Guarantor
has given notice in writing to the Bank and/or via other channels provided by the Bank. |
Section 10.08 NON-RESIDENTS
In the event that the Guarantor is a non-resident, the Guarantor
agrees as follows: -
whose registered office or address is
presently at
in Malaysia as the Guarantor’s agent for service of process out of the courts of Malaysia;
Guarantee -
(Individual/SME/Corporate)
Guarantee (Fixed Amount - Istamic)
| (b) | confirms that service of process on the respective agent shall
be considered service upon the Guarantor; |
| (c) | if no agent is appointed, then service on the Guarantor’s address
in this Guarantee shall be considered service on the Guarantor five (5) days after posting. |
Section 10.09 GUARANTEE OUTSIDE MALAYSIA
In respect of a non-resident Guarantor, the Guarantor may provide at
its own costs and expense, a legal opinion from a firm of solicitors acceptable to the Bank to confirm its capacity to execute this Guarantee
and law applicable. However, this is only if the Bank requires the same.
Section 10.10 MODIFICATION AND INDULGENCE
Subject to compliance with Shariah principles, the Bank may at any
time (by letter or other form of agreement), without in any way affecting this Guarantee:
| (a) | grant to the Guarantor any time or indulgence; or |
| (b) | deal with, exchange, release or modify or abstain from perfecting
or enforcing any securities or other guarantees or rights it may now or from time to time have from or against the Guarantor; or |
| (c) | compound or arrange or enter into any scheme of arrangement
with the Guarantor or any persons claiming under the Guarantor; or |
| (d) | enter into any settlement arrangement with the Guarantor or
any person claiming under the Guarantor; or |
| (e) | proceed with any modification or indulgence under the terms
of the FA or LO. |
Section 10.11 SEVERABILITY
Any term or condition in this Guarantee which turns out to be illegal
or invalid, shall not cause the remaining terms or conditions to be likewise illegal or invalid.
Section 10.12 TIME
Time shall be of the essence of this Guarantee.
Section 10.13 GOVERNING LAW AND JURISDICTION
This Guarantee is governed by the laws of Malaysia and the parties
agree to submit to the jurisdiction of the Courts in Malaysia.
Section 10.14 MULTIPLE GUARANTORS
| (a) | Where this Guarantee is given by two or more persons, the terms
and conditions in this Agreement shall be binding on them jointly and severally. |
| (b) | The Bank may with prior notice release any of the Guarantor
from this Guarantee without releasing the other Guarantor(s) or any of them. The Bank may
also vary, settle, compound or give indulgence to any of the Guarantor without affecting the Bank’s rights, remedies against the other
Guarantor. |
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Islamic)
| (c) | Any notice served under this Guarantee on any party comprising
the Guarantor shall be considered to have been duly served on all the parties comprising the Guarantor. |
| (d) | The Bank may make a demand under this Guarantor on any one or
more of the persons comprising the Guarantor and it shall be binding on the rest. |
| (e) | This Guarantee may be signed by the Guarantors (if more than
one) at any time and in separate Guarantees and it shall be binding on all the Guarantors jointly and severally. |
Section 10.15 TRANSFER OF SECURITY
| (a) | Save and except if the transfer and/or assignment is to the
detriment of the Guarantor, the Bank may (subject to compliance with Shariah principles) at any time transfer, sell, participate in secondary
debt markets or assign all or any part of its rights, benefits and obligations under this Guarantee by notice to the Guarantor. The Bank
may disclose to such potential assignee or third party such information regarding the Customer and/or Guarantor for all lawful or legitimate
purpose to facilitate the transfer, sale or assignment. |
| (b) | Any statement in the transfer, sale or assignment of the amount
then due to the Bank under this Guarantee, FA or LO shall be conclusive and binding on the Guarantor except for obvious errors. |
| (c) | The Guarantor shall not assign any of its rights or obligations
in this Guarantee without the prior written consent of the Bank. |
Section 10.16 AMENDMENTS AND ADDITIONAL TERMS
| (a) | It is agreed and declared by the parties that the provisions
and terms of this Guarantee may at any time be varied or amended by the Bank by giving prior notice (together with the reasons for such
variation or amendment) of at least twenty-one (21) calendar days to the Guarantor. |
| (b) | If the Guarantor is not agreeable to the amended terms and conditions
of this Guarantee, the Guarantor shall notify the Bank. |
| (c) | In the event the Guarantor does not raise any objections within
the twenty-one (21) calendar days after the notice of amendments, the Guarantor shall be considered to have accepted the amendments to
the terms and conditions of this Guarantee. |
| (d) | Additional terms (if any) in the Second Schedule shall form
an essential part of this Guarantee. In the event of conflict, the additional terms prevail but only to the extent of such conflict and
the rest of the terms of the Guarantee shall remain unaffected. |
Section 10.17 ADDITIONAL OR COLLATERAL SECURITY
IT IS HEREBY AGREED AND DECLARED THAT this Guarantee
is intended to be and is executed as an additional security for all monies covenanted or agreed to be paid or payable by the Customer
arising from the Facilities, for which full ad valorem stamp duty has been paid on the FA. This Guarantee is considered (deemed) to be
a subsidiary instrument.
(THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY)
Guarantee
- (Individual/SME/Corporate)
Guarantee (Fixed Amount - Istamic)
REMINDER
The
Guarantor is reminded to read and understand the contents of this Guarantee before signing it voluntarily and to be fully aware of the
Guarantor’s obligations under this Guarantee. In the event there are any terms and conditions in this Guarantee that the Guarantor does
not understand, the Guarantor is advised to seek independent advice and/or discuss further with the Bank’s representative before signing
below.
| *Signed for and on behalf of the |
) |
| Guarantor (authorised by the Board |
) |
| resolution) in the presence of: |
) ................................................................................... |
*Individual/Sele |
) |
proprietor/Partnership/LLP |
) |
| signed by the Guarantor(s) in the |
) |
/s/ NG CHEN LOK |
|
| presence of: |
|
NG CHEN LOK |
| |
|
NRIC No. 870203-06-5701 |
*(Select the relevant portion).
This is the execution page of the Guarantee (Fixed Amount-Islamic)
for banking facility granted by AFFIN ISLAMIC BANK BERHAD (Registration No: 200501027372)(709506-V) to SAGTEC GROUP SDN. BHD. (Registration
No: 201801021489)(1283508-P).
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Istamic)
THE FIRST SCHEDULE
(To be read and construed as an essential part of this Guarantee)
|
| SECTION |
ITEM |
PARTICULARS |
| 1 |
Date of this Guarantee |
30
AUG 2021 |
| 2 |
*(Where the Guarantor is a limited company or other corporation) |
|
| |
|
|
| |
Name of Guarantor |
|
| |
|
|
| |
|
|
| |
|
|
| |
Registration/Certificate of Incorporation
No. |
|
| |
|
|
| |
|
|
| |
|
|
| |
Registered Address Facsimile No. |
|
| |
|
|
| |
|
|
| |
*(Where the Guarantor is an individual or natural person) |
|
| |
|
|
| |
Name of Guarantor |
NG CHEN LOK |
| |
Passport/Identity Card No. |
(NRIC No. 870203-06-5701) |
| |
Address |
No. 64, Jalan
Udang Gantung 8, Taman Megah, |
| |
* |
Kepong, 52100
Kuala Lumpur |
| |
|
|
| |
(Name of Sole- |
|
| |
Proprietor- |
|
| |
ship/Partnership/LLP) |
|
| |
|
|
| |
Registration No. |
|
| |
|
|
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Istamic)
| SECTION |
ITEM |
PARTICULARS |
| 3 |
Place of Business of the Bank in Malaysia
Facsimile No. |
TTDI Branch of No. 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur
03-77279543 |
| 4 |
Date of Facilities Agreement (FA or LO) |
30 AUG 2021 |
| 5 |
Particulars of Customer |
|
| |
* |
|
| |
Where the Customer is a limited company or other corporation |
|
| |
|
|
| |
Name of Customer. |
SAGTEC
GROUP SON. BHD. |
| |
|
|
| |
Registration/Certificate of Incorporation
No. |
201801021489
(1283508-P) |
| |
|
|
| |
Registered Address |
81,
Leboh Unta, Taman Berkeley, 41150 Klang, Selangor |
| |
|
|
| |
Facsimile No. |
03-33100089 |
| |
* |
|
| |
Where the Customer is an Individual |
|
|
|
|
|
Name of Customer/Partnership/LLP |
|
|
|
|
|
Passport/Identity Card No. Adress/Partnership/LLP
Registration No |
|
|
|
|
| |
Adress |
|
|
|
|
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Istamic)
| SECTION |
ITEM |
PARTICULARS |
| 6. |
*in
case where the Guarantor is a non- resident |
|
| |
The
Guaranteed Amount in foreign currency |
|
| |
|
|
| 7. |
Type
of Facilities/Maximum Aggregate Principal Sum of the Facilities |
Islamic
Banking Facility of
RM825,000.00 comprising of Tawarruq
Cash Line-i of RM750,000.00 and
Tawarruq Term Financing-i of RM75,000.00 |
| |
|
|
| * | Delete where inappropriate |
Guarantee - (Individual/SME/Corporate)
Guarantee (Fixed Amount - Istamic)
THE SECOND SCHEDULE
(To be read and construed as an essential
part of this Guarantee)
ADDITIONAL TERMS
NIL
GUARANTEE
Between
THE
PERSON NAMED IN SECTION 1 OF THE FIRST SCHEDULE
(as
the “Guarantor’’}
And
AFFIN ISLAMIC BANK BERHAD
(as the “Bank”)
SOLICITORS
M/s. Manjit Singh Sachdev, Mohammad
Radzi & Partners
Advocates & Solicitors
No. 1, 11th Floor, Wisma Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja Laut,
50350 Kuala Lumpur.
Tel : 03-2698 7533 Fax: 03-2692
0057
E-mail: manjs@mssmr.com
[File Ref: 204044/21/MS/ZU/REIN/AIBB/LDNT(e)]
CHARGE OVER CASH DEPOSIT
(FIRST/THIRD PARTY)
Between
THE PERSON NAMED IN SECTION
2 OF THE FIRST SCHEDULE
(as the “Chargor”)
And
AFFIN ISLAMIC BANK BERHAD
(as the “Bank”)
Solicitor:
Mis. Manjit Singh Sachdev,
Mohammad Radzi & Partners
Advocates & Solicitors
No. 1, 11th Floor, Wisma
Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja Laut,
50350 Kuala Lumpur.
Tel : 03-2698 7533 Fax:
03-2692 0057
E-mail: manjs@mssmr.com
[File Ref: 204044/21/MS/ZU/REIN/AIBB/LDNT(e)
 |
LEMBAGA HASIL DALAM NEGERI MALAYSIA
CAWANGAN KUALA LUMPUR BANDAR
TINGKAT 3,4,6,7,10,15 DAN 17, MENARA
OLYMPIA
NO.8, JALAN RAJA CHULAN
50200 KUALA LUMPUR
WILAYAH PERSEKUTUAN KUALA LUMPUR
|
Telefon : 03-2059
3600
Fax : 03
2059
3600
www.hasil.gov.my |
Bil Surat Tuan:
204044/21/MS/ZU/REIN/AIBB/LDNT(E)
Tetuan/Tuan/Puan
SAGTEC GROUP SDN. BHD.
10-2, Jalan Tanjung SD 13/2, Bandar Sri Damansara
52200 Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
| Nombor Adjudikasi: T01BEA2F4FXW019 |
Tarikh: 06/09/2021 |
Tuan,
NOTIS TAKSIRAN SEKURITI (DUTI AD VALOREM)
Jenis Surat Cara: CHARGE OVER CASH DEPOSIT (FIRST/THIRD PARTY)
Permohonan tuan bertarikh 30/08/2021 di bawah Seksyen 36, Akta
Setem 1949 dirujuk.
| 2. | Dimaklumkan duti sebanyak RM 30.00 kena dibayar
mengikut pengiraan seperti lampiran. |
| 3. | Sila jelaskan duti tersebut selewat-lewatnya pada 06/10/2021.
Bayaran boleh dibuat kepada Pemungut Duti Setem: |
| a) | Secara elektronik melalui Financial Process Exchange (FPX)
atau |
| b) | Di kaunter Pejabat Setem / Pusat Khidmat Hasil secara: |
| ● | Cek Akaun Anak Guam atau |
| 4. | Kelewatan membayar duti boleh dikenakan penalti di bawah Seksyen
47A, Akta Setem 1949. |
Sekian, terima kasih.
“BERKHIDMAT UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT DUTI SETEM LHDNM
Cetakan komputer ini tidak memerlukan tandatangan.
| No Adjudikasi: T01BEA2F4FXW019 |
Lampiran |
| PENGIRAAN
DUTI YANG DIKENAKAN (SUBSIDIARI) |
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| Bhg. |
A: |
Sekuriti |
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|
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(a) |
Jumlah
Pinjaman / Bayaran |
RM |
825,000.00 |
| Bhg. |
B: |
Duti
yang dikenakan |
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|
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(b) |
Duti
yang dikenakan ke atas (a) |
RM |
10.00 |
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(c) |
Tolak
amaun duti yang diremitkan / dikecualikan |
RM |
0.00 |
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(d) |
Duti
yang dikenakan |
RM |
10.00 |
| |
(e) |
Penalti
yang dikenakan** |
RM |
0.00 |
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(f) |
Salinan |
RM |
20.00 |
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(g) |
Jumlah
besar duti yang kena dibayar |
RM |
30.00 |
**
Penalti
Sesuatu
dokumen hendaklah disetemkan dalam tempoh 30 hari dari tarikh ianya disempurnakan dalam Malaysia atau dalam tempoh 30 hari selepas la
diterima dalam Malaysia sekiranya la disempurnakan diluar Malaysia. Sekiranya la tidak disempurnakan dalam tempoh yang ditetapkan, penalti
sebanyak:
| (a)
RM25.00 atau 5% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan dalam tempoh 3 bulan selepas masa untuk
penyeteman. |
|
(b)
RM50.00 atau 10% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan selepas tempoh 3 bulan tetapi tidak
lewat daripada 6 bulan selepas masa untuk penyeteman. |
|
(c)
RM100.00 atau 20% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan selepas 6 bulan selepas masa untuk
penyeteman. |
Salinan Kepada:
Manjit Singh Sachdev, Mohammad Radzi & Partners
No.1, 11th Floor, Wisma Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja Laut,
Kuala Lumpur.
50350 Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
CHARGE OVER CASH DEPOSITS
(FIRST/THIRD PARTY)
THIS CHARGE is made on the date stated in Section 1 of the First Schedule
by THE PARTY whose name and particulars are stated in Section 2 of the First Schedule (the “Chargor”) of this document. This
Charge is given in favour of AFFIN ISLAMIC BANK BERHAD (Registration No. 200501027372 (709506-V)), a company incorporated in Malaysia
and having a place of business in Malaysia stated in Section 3 of the First Schedule of this document (the “Bank”).
RECITALS
Reference is made to a facilities agreement
made between THE PARTY whose particulars are set out in Section 6 of the First Schedule (the “Customer”) and the Bank and
entered into on the date stated in Section 4 of the First Schedule (the “FA”). In the absence of the FA. the letter
of offer issued by the Bank and accepted by the Customer on the date stated in Section 4 of the First Schedule (the “LO”)
shall be the FA. By the FA or the LO the Bank has granted or agreed to grant or to continue to grant or make available to the Customer
the facilities (“Facilities”).
It was agreed that the Facilities, Indebtedness and all other moneys
owing and payable by the Customer under the terms of the FA or LO shall be additionally secured by this Charge and the Letter of Set-Off
to be executed.
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01 DEFINITIONS AND INTERPRETATION
| (a) | All words and expressions defined in the FA when used or
referred to in this Charge shall have the same meaning as that provided in the FA. However, if the Charge contains different definitions,
then the definitions in the Charge applies. |
| (b) | The Facilities shall refer to facilities granted or agreed
to be granted or continue to be granted (past, present or future amount) to the Customer or any portion of it. |
| (c) | In addition to the definitions in the FA, the following words
and expressions in this Charge shall have the following meaning: |
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“Bank” |
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AFFIN ISLAMIC BANK BERHAD (Registration No. 200501027372 (709506-V)) and having a place of business stated in Section 3 of the First Schedule of this Charge. |
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“Customer” |
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The person named in Section 6 of the First Schedule. If more than one,
to refer to any of them jointly and severally.
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
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“Charge” or “Document” |
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Refers to this document or Charge. |
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“Chargor” |
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The person named in Section 2 of the First Schedule. If more than one, to refer to any of them jointly and severally. If the Charge is a First Party Charge, then the Chargor is also the addressed as the Customer. |
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“Deposits” |
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Such deposits and profit accruing on the deposits or any part of it as described in Section 2.01 and identified in Section 5 of the First Schedule. The term “Deposits” also includes deposits in savings or fixed deposits and it also refers to any statements of accounts showing the Deposits. |
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“Facilities” or “Facility” |
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All or any part of the facilities granted or to be granted or continue to be granted or made available by the Bank to the Customer in accordance with the terms and conditions in the FA. |
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“Facilities Agreement” or “FA” |
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The agreement made between the Bank and the Customer on the date as stated in Section 4 of the First Schedule. In the absence of an FA, the LO issued by the Bank and accepted by the Customer on the date as stated in Section 4 of the First Schedule shall be deemed to be the FA. FA includes any supplemental, variation, amendment, additional or enhancement. |
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“Indebtedness” |
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The aggregate of all monies whether principal, profit, compensation, costs, charges or otherwise outstanding or payable or agreed to be payable by the Customer or any Security Party from time to time whether solely or jointly with any other person(s) and whether as principal debtor or surety. The Indebtedness also include all liabilities and obligations whether present or future or actual or contingent for the payment of all monies by the Customer or any Security Party in respect of or arising from the Facilities and the Security Documents. |
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“Letter of Offer” or “LO” |
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The letter of offer and standard or specific terms and conditions issued by the Bank and duly accepted by the Customer as set out in Item 4 of the First Schedule. LO includes any supplemental, variation, amendment, additional or enhancement to it. |
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“Security Interest” |
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Includes (without limitation) any mortgage, charge, pledge, lien, right of set-off, caveats and any security interests of any nature in any property whether moveable or immoveable of any kind created or arising. |
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“Letter of Set-Off” |
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The document to be executed by the Chargor concurrently or simultaneously with this Charge. |
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
| (a) | The expression “this Charge” includes any separate
or independent agreement contained and also includes any amendment notified by the Bank or agreed by the parties. |
| (b) | The expression “person” shall include any individual,
firm, partnership, company or association or body of persons, corporate or unincorporated. If more than one, their obligations or liability
shall be joint and several. |
| (c) | Words importing the singular shall include the plural and the
same applies in reverse. Words importing one gender shall include all other genders and the same applies in reverse. |
| (d) | The headings used are for purposes of reference only and shall
not be used in the construction of this Charge. |
| (e) | Terms in this Charge are binding on heirs, personal representatives,
estate, successors in titles or permitted assigns of the parties. |
| (f) | The expression “and/or” also includes “or”
(where applicable). The word “all” includes “any” and the same applies in reverse. It also includes any part or portion
of the Facilities or Indebtedness or any amount due. |
| (g) | Any action to be done at any time shall also include any action
to be done from time to time and the same applies in reverse. |
| (h) | The word “entering into”, “entered into”,
“made available”, “granted”, “having agreed to grant or make available to” shall refer to past, present and future
consideration for this Charge and the usage of one phrase is sufficient to include all the past, present and future consideration without
the need to repeat all the phrases. |
| Section 1.03 |
FA INCORPORATED INTO THIS CHARGE |
All the provisions of the FA shall form part of this Charge. All representations,
warranties and covenants made by the Customer in the FA shall be considered as if they have been made by the Chargor as well. References
to the Customer in the FA shall be read as if they were references to the Chargor. In the event of any conflict or discrepancy between
the provisions of the FA and any of the provisions of this Charge, the provisions in this Charge shall prevail for the purposes of interpretation
and enforcement, but only to the extent of such conflict or discrepancy.
ARTICLE II
CHARGE
In consideration of the Bank entering into or having entered into the
FA with the Customer to grant the Facility at the request of the Customer and/or the Chargor, the Chargor as beneficial owner charges
by way of fixed charge all the Chargor’s present and future rights in the sums of money described below together with all profit accruing
and payable (the “Deposits”):
| (a) | the Deposits identified in Section 5 of the First Schedule.
It includes additions, renewals or replacements of such sum(s) in any currency; and |
| (b) | the Deposits or other sums in any currency from time to time
standing to the Chargor’s credit or the credit of any other person for the Chargor’s benefit.
It shall also include any money market instruments, repurchase agreements, cash margins, escrow accounts, sinking fund accounts, continuing
deposits or any account with the Bank, other banks of financial institutions acceptable to the Bank; and |
| (c) | the Deposits are to be free from encumbrances (not charged to
anybody). |
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
The Deposits is a continuing security for the due and punctual payment
or discharge of all the Indebtedness, owing or incurred to the Bank by the Chargor under the FA and/or the LO. The Chargor as beneficial
owner further assigns to the Bank upon the same terms as this Charge any Deposits together with all profit accruing from time to time.
| Section 2.02 |
CONTINUING SECURITY |
The Chargor agrees that this Charge is continuing security for the
payment of all the Indebtedness under the FA and/or LO. The Deposits shall also additionally secure all monies due to the Bank by the
Customer on any other banking facility now or in future.
ARTICLE III
REPRESENTATIONS AND
WARRANTY AND
UNDERTAKINGS OF THE
CHARGOR
| Section 3.01 |
REPRESENTATIONS AND WARRANTY |
The Chargor has: (i) the capacity to execute, deliver and perform the
terms of this Charge; (ii) is the absolute and beneficial owner of all the Deposits free from any Security Interest or encumbrances, other
than Security Interest created pursuant to this Charge. The Chargor has not sold or disposed of any part of the Deposits; and (iii) this
Charge constitutes valid and binding obligations of the Chargor.
| Section 3.02 |
UNDERTAKINGS OF THE CHARGOR |
The Chargor undertakes that there is no Security Interest or encumbrances
over all or any part of the Deposits and confirms that:
| (a) | until the obligations of the Chargor to the Bank has been fully
discharged, the Chargor shall not during of this Charge without the consent in writing of the Bank execute any form of Security Interest
or encumbrances over the Deposits. The Bank shall not unreasonably withhold such consent; and |
| (b) | this Charge shall not affect security already given by the Chargor
or any other security which may in future be given to the Bank by the Chargor. |
| Section 3.03 |
AGREEMENT OF THE CHARGOR |
The Chargor further agrees that:
| (a) | the Bank shall have the right to convert the Deposits into another
currency at any time with at least seven (7) calendar days prior notice to the Chargor; |
| (b) | the Chargor shall not be at liberty to withdraw the whole or
any part of the Deposits without the Bank’s written consent; |
| (c) | the Chargor shall not during this Charge deal with, assign,
transfer or create any Security Interest or encumbrances on the Deposits; and |
| (d) | the Chargor shall deposit with the Bank the respective Deposits
(including statements or receipts) in the custody of the Bank until all the Indebtedness have been fully discharged. The Bank may retain
the Deposits until full payment of the Indebtedness. After full payment, the Deposits shall be considered surrendered to the Chargor. |
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
ARTICLE IV
MISCELLANEOUS PROVISIONS
| Section 4.01 |
STATEMENT OF ACCOUNT |
A statement of account in writing stating the amount payable by the
Chargor under this Charge issued by an authorised officer of the Bank shall in the absence of obvious error be conclusive evidence of
the Indebtedness.
| Section 4.02 |
LIMITATION OF BANK’S LIABILITIES |
The Bank shall not be liable for any loss caused by the set-off of
the Deposits under the terms of this Charge unless caused by the negligence, default of fraud of the Bank.
| Section 4.03 |
RIGHT TO COMBINE |
The Chargor agrees that the Bank may (subject to compliance with Shariah
principles) at any time upon a default of the FA and/or LO combine or consolidate all existing Deposits with at least seven (7) calendar
days’ notice to the Chargor. Where the Deposits are joint with a third party, consent must be obtained from the third party. Where combination
or consolidation requires conversion of currency, the Bank’s prevailing spot rate of exchange to be used and prior notice of at least
seven (7) calendar days shall be given to the Chargor.
| Section 4.04 |
RIGHT OF SET-OFF |
Upon default of the Customer under the FA and/or LO, the Bank may (subject
to compliance with Shariah principles) with at least seven (7) calendar days notice given to the Chargor, set-off the Deposits to settle
the Indebtedness (wholly or partially).
Time shall be of the essence of this Charge.
| Section 4.06 |
TRANSFER OF SECURITY |
| (a) | Save and except if the
transfer and/or assignment to the Chargor, the Bank may (subject to compliance with Shariah
principles) at any time transfer, sell, participate in secondary debt markets or assign all
or any part of its rights, benefits and obligations under this Charge by notice to the Chargor.
The Bank may disclose to such potential assignee or 3rd party such information
regarding the Customer and/or Chargor for all lawful or legitimate purpose to facilitate
the transfer, sale or assignment. |
| (b) | Any statement in the transfer, sale or assignment of the amount
then due to the Bank under this Charge, FA or LO shall be conclusive and binding on the Chargor except for obvious errors. |
| (c) | The Chargor shall not assign any of its rights or obligations
in this Charge without the prior written consent of the Bank. |
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Charge over Cash Deposit (First/Third Party) - |
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| Section 4.07 |
OTHER SECURITIES NOT AFFECTED |
Nothing contained in this Charge shall affect any other security held
by the Bank at any time to secure the Indebtedness.
| Section 4.08 |
ALL PAYMENTS RECEIVED TO BE PAYMENT IN GROSS |
All monies received from the Chargor from the set-off of the Deposits
may be treated by the Bank as payments in gross. It will not be attributable to any specific part of the Indebtedness even if appropriated
as such by the Bank. The Chargor or any other person claiming under the Chargor shall have no claim to the Deposits unless and until the
Bank has received the full amount due to the Bank by the Customer or Chargor.
| Section 4.09 |
PAYMENT PROVISIONS |
| (a) | Place of Payment:
All payments to be made by the Chargor shall be made to the Bank at place of business of
the Bank which the Bank may specify in writing or servicing branch. However, for Facilities
granted to the Chargor in foreign currency, the payments may be made in the currency in which
the Facilities were provided subject to compliance of any foreign exchange rules. |
| (b) | Debit: The Bank
may debit the Customer or Chargor’s account with the Indebtedness and other recovery fees
(if any) on a solicitor-client basis or other fees allowed by the regulatory authorities
to be imposed. |
All sums to be paid by the Chargor shall be paid without any deduction
or withholding of tax. If the Chargor has to withhold taxes as required by law, the Chargor shall notify the Bank accordingly. Similarly,
if the Bank has to withhold part of the Deposits as taxes before the combination and set-off, the Bank shall notify the Chargor.
| Section 4.11 |
RELEASE OF DOCUMENTS |
Upon payment to the Bank of all Indebtedness, the Chargor shall be
entitled to obtain the discharge and release of the Deposits from the Bank at the cost and expense of the Chargor.
| Section 4.12 |
AMENDMENTS AND ADDITIONAL TERMS |
| (a) | Subject to compliance with Shariah principles, the provisions
and terms of this Charge may at any time be varied or amended by the Bank by giving prior notice (together with the reasons for such
variation or amendment) of at least twenty-one (21) calendar days to the Chargor. |
| (b) | If the Chargor is not agreeable to the amended terms and conditions
of this Charge, the Chargor shall notify the Bank in writing of the same within twenty-one (21) calendar days from the date of notice by the Bank. |
| (c) | In the event the Chargor does not raise any objections within the
twenty-one (21) calendar days after the notice of amendments, the Chargor shall be considered to have accepted the amendments to the
terms and conditions of this Charge. |
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
| Section 4.13 |
DISCLOSURE AND INFORMATION |
The Chargor agrees and permits the Bank to disclose any information
relating to the Chargor to:
| (a) | the Central Credit Unit,
Dishonoured Cheques Information System (DCHEQS) and Central Credit Reference Information
System (CCRIS) of Bank Negara Malaysia (“BNM”) or such other authority
having jurisdiction over the Bank; or |
| (b) | any party (including professional advisers and debt collection
agent) pursuant to any enforcement, preservation and/or attempted enforcement or preservation of this Charge; or |
| (c) | any party providing additional security or any guarantor; or |
| (d) | any party or authority, if required by any law, regulation or
by-law or pursuant to any order from any court of competent jurisdiction; or |
| (e) | companies which are now or which in the future may be subsidiaries
within the banking group of the Bank, subject to the Islamic Financial Services Act 2013 [Act 759] and any regulations from BNM: or |
| (f) | any credit reporting agencies. |
The full Privacy Notice is contained in the Bank’s official website
at www.affinislamic.com.my
The Customer expressly consents to the Bank conducting credit checks
on the Chargor for the purpose of this Charge at the Central Credit Bureau, CCRIS, CTOS Sdn Bhd, DCHEQS, Financial Information Services
Sdn Bhd (FIS), RAM Credit Information Sdn Bhd or any registered credit reporting agencies.
The rights of the Bank under this Charge are cumulative and may be
exercised as often as the Bank considers it reasonably appropriate.
| (a) | The rights of the Bank shall not be capable of being waived
or varied except in writing. |
| (b) | No failure or delay in exercising nor any omission to exercise any
rights or remedy of the Bank under this Charge upon any breach of the Chargor shall
affect such right or remedy. |
| (c) | It shall also not be regarded as the Bank waiving its right
or remedy or accepting such a breach. |
| (d) | The Bank reserves the right to exercise its rights or remedy
at such future time without reference to the Chargor. |
| Section 4.15 |
SEVERABILITY |
Any term or condition in this Charge which turns out to be illegal
or invalid, shall not cause the remaining terms or conditions to be likewise illegal or invalid.
| Section 4.16 |
MODIFICATION AND INDULGENCE |
Subject to compliance with Shariah principles, the Bank may at any
time (by letter or other form of agreement), without in any way affecting this Charge:
| (a) | grant to the Chargor any time or indulgence; or |
| (b) | renew any bill, notes or any negotiable securities; or |
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
| (c) | deal with, exchange, release or modify or abstain from perfecting
or enforcing any securities or other guarantees or rights it may now or from time to time have from or against the Chargor, or |
| (d) | compound with the Chargor or any persons claiming under the
Chargor; or |
| (e) | enter into any settlement arrangement with the Chargor, or
any person claiming under the Chargor; ог |
| (f) | enter into any modification or indulgence with the Customer
in accordance with the terms of the FA or LO. |
Section 4.17 CHANGES IN CONSTITUTION
This Charge shall continue to be valid and binding regardless of: (i)
in the case of the Chargor being an individual, the Chargor’s death, bankruptcy, mental incapacity; (ii) in the case of the Chargor being
a partnership, by reason of a change in the membership of the partnership. If Chargor is a corporation, changes in the name or style by
amalgamation, liquidation, winding up and reconstruction shall not affect this Charge.
Section 4.18 MULTIPLE CHARGORS
| (a) | Where this Charge is given by two or more persons, the terms
and conditions in this Charge shall be binding on them jointly and severally. |
| (b) | The Bank may with prior notice release any of the Chargors
from this Charge. The Bank may also vary, settle, compound or give indulgence to any of the Chargors without affecting the Bank’s rights,
remedies against the other Chargors. |
| (c) | Any notice served under to this Charge on any party comprising
the Chargor shall be considered to have been duly served on all the parties comprising the Chargor. |
| (d) | The Bank may make a demand under this Charge on any one or
more of the persons comprising the Chargor and it shall be binding on the rest. |
Section 4.19 SUSPENSE ACCOUNT
With reasonable justification, any monies received by the Bank under
this Charge may be placed and kept to the credit of a non-income bearing Shariah-compliant suspense account for so long as the Bank thinks
fit. The Bank is not obliged to apply the monies to discharge the Indebtedness under this Charge. In the event of any proceedings in bankruptcy,
liquidation, composition or arrangement the Bank may prove for and agree to accept any dividend or composition as declared by the relevant
authority.
Section 4.20 CHARGES AND EXPENSES
(a) The Chargor shall on demand pay:
| (i) | to the Bank all expenses (including legal and out-of-pocket
expenses on a full indemnity basis) incurred by the Bank in connection with the negotiation, preparation or completion of this Charge; |
| (ii) | any expenses agreed to be paid by the Customer under the
FA and/or LO which forms part of the Indebtedness. |
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Charge over Cash Deposit (First/Third Party) - |
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- Islamic Banking |
| (iii) | if any amount due under the FA and/or LO shall be required
to be recovered through any process of law, or placed in the hands of solicitors for recovery, to pay all the solicitors’ fees and expenses
on a solicitor-client basis. |
For the purpose of sub-clauses (i) to (iii) above, the Bank shall,
subject to compliance with Shariah principles and with prior notice to the Chargor, have the right to debit any account of the Chargor
with the Bank. The debited amount shall form part of the Indebtedness
| (b) | The Chargor agrees to indemnify and keep the Bank indemnified
against any other losses (not specified above) which may be incurred as a result of the Chargor’s breach of the terms and conditions
of in this Charge. However, the Chargor will not be liable if the losses, damages or expenses are caused by the Bank’s negligence, default
or fraud. |
Section 4.21 SUCCESSORS BOUND
This Charge shall be binding upon the heirs, personal representatives,
successors in title and permitted assigns of the Chargor and on the successors in title and assigns of the Bank.
Section 4.23 GOVERNING LAW AND JURISDICTION
This Charge is governed by the laws of Malaysia and the parties agree
to submit to the jurisdiction of the Courts in Malaysia.
Section 4.24 NOTICES
| (a) | Any notice, demand or other communication (including computer
generated notices/statements that do not require signature) from the Bank under this Charge shall be given in writing to the Chargor
at the Chargor’s address, facsimile numbers or electronically (including email) as stated in the Schedule and/or last appearing in the
Bank’s records. The notices may be given or made by post, facsimile, electronically (including email), personal delivery or such other
mode as may be determined by the Bank; |
| (b) | The notices or other communications are given to the Chargor: |
| (a) | in the case of post, five (5) days after the date of posting; |
| (b) | in the case of facsimile, on the day of transmission; |
| (c) | in the case of electronic mail, on the day it is sent provided
that the Bank has not received a failed or undeliverable message from the host provider on the date of transmission; |
| (d) | in the case of personal delivery, at the time of receipt;
and |
| (e) | in the case of courier, at the time of receipt. |
| (c) | The Chargor expressly agrees with the Bank to inform the
Bank immediately of any change in the contact information such as correspondence address, phone number, facsimile number and/or email
address of the Chargor. Any change in the Chargor’s contact information such as address, phone number, facsimile number and/or email
address is not binding on the Bank unless the Chargor has given notice in writing to the Bank and/or via other channels provided by the
Bank. |
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Charge over Cash Deposit (First/Third Party) - |
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- Individual/SME/Corporate |
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- Islamic Banking |
Section 4.25 NON-RESIDENTS
In the event that the Chargor is a non-resident the Chargor agrees
as follows: -
| (a) | To appoint: |
| | | __________________________________________________________________________________ whose registered office or address
is presently at _________________________________________________________________________Malaysia as the Chargor’s agent for
service of process out of the said courts of Malaysia; |
| (b) | confirms that service of process on the respective agent
shall be considered service upon the Chargor; |
| (c) | If no agent is appointed, then service on the Chargor’s address
in this Charge shall be considered service on the Chargor five (5) days after posting. |
Section 4.26 DEPOSITS OUTSIDE MALAYSIA
In respect of Deposits outside Malaysia, and should the Bank require,
the Chargor may provide at the Chargor’s own costs and expense a legal opinion from a firm of solicitors acceptable to the Bank to confirm
the Chargor’s capacity to execute this Charge and application of law governing the same.
Section 4.27 SCHEDULES
It is agreed that the Schedule shall be an essential part of this Charge
and, in the event of any conflict or discrepancy, the Schedules shall prevail for enforcement and interpretation but only to the extent
of such conflict or discrepancy.
Section 4.28 CONCURRENT REMEDIES
Upon occurrence of an Event of Default, the Bank shall have the right
to exercise all or any of the remedies available under this Charge. The Bank shall be entitled to exercise such remedies at the same time
or at different times. In the event the Bank does not wish to exercise its remedies under this Charge, the Bank may also institute civil
suit against the Customer or Chargor to recover the Indebtedness under the FA or LO.
Section 4.29 ADDITIONAL OR COLLATERAL SECURITY
IT IS AGREED AND DECLARED THAT this Charge is additional security for
all the Indebtedness of the Customer under the Facilities. Full stamp duty has been paid on the FA, therefore the Charge is considered
a subsidiary instrument.
Section 4.30 CHARGOR AS PRINCIPAL DEBTOR
The Chargor’s liability under this Charge is as principal debtor unless
the Bank agrees to limit the Chargor’s liability to the Deposits only.
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- Islamic Banking |
REMINDER: The Chargor is reminded to read
and understand the terms and conditions of this Charge before signing below. In the event there are any terms and conditions in this
Charge that the Chargor does not understand, the Chargor is advised to seek independent advice and/or discuss further with the Bank’s
representative before signing below.
| *Signed by for and on behalf of the |
) |
AFFIN ISLAMIC BANK BERHAD |
|
|
| Bank by its attorney in the presence |
) |
(Registration No: 200501027372)(709506-V) |
| of: |
) |
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| |
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/s/ ZAFIZAH BT ZABARUDDIN |
|
/s/ ROZILA BT ABDUL RASHID |
| |
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Name: ZAFIZAH BT ZABARUDDIN |
|
ROZILA BT ABDUL RASHID |
| |
|
NRIC No: 720509-10-5768 |
|
720702-02-5356 |
| |
|
Designation: TEAM LEADER |
|
TEAM LEADER |
| /s/ NOOR ZUHAIRAH BINTI ISMAIL |
|
|
NOOR ZUHAIRAH BINTI ISMAIL
(ΕΟΚ7 1257) |
|
|
| Advocate & Solicitor |
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| Kuala Lumpur |
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| |
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SAGTEC GROUP SDN. BHD. |
| |
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(Registration No: 201801021489)(1283508m-P) |
| *Signed for and on behalf of the |
) |
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| Chargor (authorised by the Board |
) |
|
| resolution) in the presence of: |
) |
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| |
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| |
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/s/ NG CHEN LOK |
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| |
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Name: NG CHEN LOK |
SAGTEC GROUP SDN BHD |
| |
|
NRIC No. 870203-06-5701 |
(1283508-P) |
| |
|
Designation: Director |
10-2, Jalan Tanjung SD 13/2, |
| |
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Bandar Sri Damansara, |
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|
52200 Kuala Lumpur. |
| |
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Tel: 03-33100089 |
| /s/ NOOR ZUHAIRAH BINTI ISMAIL |
|
|
NOOR ZUHAIRAH BINTI ISMAIL
(BC/N/1257) |
|
|
| Advocate & Solicitor |
|
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| Kuala Lumpur |
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|
* Individual/Sole-proprieter/Partnership |
) |
|
signed by the Charger(s) in the |
) |
|
presence of: |
) _____________________________ |
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| |
|
|
*(Select the relevant portion)
This is the execution page of the Charge over
Cash Deposit for banking facility granted by AFFIN ISLAMIC BANK BERHAD (Registration No: 200501027372) (709506-V) to SAGTEC GROUP
SDN. BHD. (Registration No: 201801021489)(1283508-P).
| |
Charge over Cash Deposit (First/Third Party) - |
| |
- Individual/SME/Corporate |
| |
- Islamic Banking |
| |
| THE
FIRST SCHEDULE |
| |
| (To be
read and construed as an essential part of this Charge) |
| |
|
|
| SECTION |
ITEM |
PARTICULARS |
| |
|
|
| 1 |
Date of this Charge |
30 AUG 2021 |
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| |
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| 2 |
“(Where the Chargor is a limited company
or other corporation) |
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| |
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Name of Chargor/ Customer# |
SAGTEC GROUP SDN. BHD. |
| |
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|
| |
Registration/Certificate of Incorporation
No. |
(Registration No: 201801021489) (1283508-P) |
| |
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| |
Registered Address |
81, Leboh Unta, Taman Berkeley, 41150 Klang, Selangor |
| |
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| |
*(Where the Charger is an individual
or natural person) |
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Name of Charger/Customer |
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Passport/Identity Card |
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No. Address |
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*(Name-of-Sole- Proprietor- ship/Partnership) |
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| |
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| |
Registration No. |
|
| * | Delete where inappropriate |
| SECTION |
ITEM |
PARTICULARS |
| 3 |
Place of Business of the Bank in Malaysia
Facsimile
No. |
TTDI Branch of No. 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur
03-77279543 |
| 4 |
Date
of Facilities Agreement or LO |
30 AUG 2021 |
| |
|
|
| 5 |
* Specified |
|
| |
Deposits/Ref No. / |
|
| |
Account No. |
|
| |
|
Upfront
placement of 1st Party Affin Islamic Term Deposit-i (AITD-i) of RM225,000.00 to be held on lien with the Bank, Profit
earned on the Affin Islamic Term Deposit-I (AITD-i) is to be reinvested/capitalized upon each maturity. |
| |
Held with* (specify the |
|
| |
financial institutions |
|
| |
holding the Deposits) |
AFFIN ISLAMIC BANK BERHAD (Registration No: 200501027372)(709506-V) |
| |
|
Collection
of monthly sinking fund for RM3,000.00 into an account to be determined by the Bank. First collection is to be commence 1st
month after the date of full disbursement. Profit earned, if any is to be reinvested/capitalised upon each maturity. |
| . |
Existing Amount |
|
| 6 |
* |
|
| |
Where the Customer is a limited company or other corporation |
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| |
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Name of Customer |
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| |
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| |
Registration/Certificate of Incorporation No. |
|
| |
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| |
Registered Address |
|
| |
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|
| * | Delete
where inappropriate |
| # | To
include where this is a first party charge by the Customer |
| * | Deposits
account details may change from time to time as notified by the Bank |
PRIVATE
& CONFIDENTIAL
| Our
Ref | : |
SDS/2021/BC-TTDI/32362/ABY |
SAGTEC
GROUP SDN BHD (1283508P)
10-2,
Jalan Tanjung SD13/2
Bandar Sri Damansara
52200 Wilayah Persekutuan
Kuala Lumpur
Dear
Sirs,
Islamic
Banking Facility(ies) to SAGTEC GROUP SDN BHD (1283508P)
(THE
“CUSTOMER”) for aggregate amount of RM825,000.00.
Thank
you for choosing Affin Islamic Bank Berhad (the “Bank”) for your banking facility(ies) requirements. The Bank is pleased to
make available to the Customer the following facility(ies) (the “Facility(ies)”) for the overall limit of RM825,000.00 outlined
below on the following terms and conditions, subject to the Bank’s Standard Terms and Conditions and the Specific Terms and Conditions,
as attached to this Letter of Offer, and to the satisfactory completion of documentation:-
A.
FACILITY(IES) & LIMIT
| Type
of Facility(ies) | |
Facility
Limit | |
Pricing |
| Tawarruq Cash Line-i | |
RM750,000.00 | |
Base
Financing Rate (“BFR”) + 1.35% per annum (“p.a”);
maximum capping rate: 12% р.а. |
| Tawarruq
Term Financing-i | |
RM75,000.00 | |
Base
Financing Rate (“BFR”) + 0.00% per annum (“p.a”);
maximum
capping rate: 12% р.а. |
| TOTAL | |
RM825,000.00 | |
|
Total
facility(ies): RINGGIT MALAYSIA: Eight Hundred and Two Five Thousand only.
Our
Base Financing Rate (“BFR”) is currently pegged at 5.56% p.a.
B.
FACILITY(IES) TERMS & CONDITIONS/DETAILS OF FACILITIES
Shariah
Concept
Tawarruq.
Purpose
For
working capital.
Commercial
Financing (Companies) – Letter of Offer
Page 1 of 37
AFFIN BANK BERHAD 197501003274 (25046-T)/AFFIN ISLAMIC BANK BERHAD 200501027372 (709506-V)
Business Centre - Taman Tun Dr Ismail Branch 2nd Floor, No. 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur.
Tel: 603-7727 0900 Fax: 603-7727 0908 Website: www.affinbank.com.my/www.affinislamic.com.my |
 |
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 |  |
Pricing
Effective
Profit Rate of Base Financing Rate (“BFR”) + 1.35% per annum (“p.a.”) not exceeding Ceiling Profit Rate of 12% p.a.
The
Bank shall grant rebate to the Customer in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective
Profit Rate in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
Bank’s
Purchase Price :RM750,000.00
Bank’s
Sale Price : RM1,650,000.00
Agency
Fee
RM5.00
per RM1,000,000.00 transaction on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
The
facility is for a period of one hundred and twenty (120) months and subject to yearly review.
Availability
Period
Within
six (6) months of date of facility placed at Customer’s disposal, otherwise the facility shall be treated as lapsed and cancelled.
Payment
The
Bank’s Sale Price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit
Rate which will not exceed the Ceiling Profit Rate.
The
Bank shall debit your facility account for the profit portion of the Bank’s Sale Price on monthly basis at every month-end, based on
the amount of the facility utilized and you are to make good the amount debited.
The
principal portion of the Bank’s Sale Price is to be paid at the end of the financing tenor/duration of the facility or at any time that
the Bank deems fit with prior notice to you.
| (2) | TAWARRUQ
TERM FINANCING-i |
Shariah
Concept
Tawarruq.
Purpose
To
finance Takaful contribution.
Commercial Financing (Companies) – Letter of Offer
Page 1 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
Pricing
Effective
Profit Rate (BFR) + 0.00% per annum (p.a.) not exceeding Ceiling Profit Rate of 12% p.a.
The
Bank shall grant rebate to the Customer in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective
Profit Rate in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
Bank’s
Purchase Price: RM75,000.00
Bank’s
Sale Price : RM129,124.00
Agency
Fee
RM5.00
per RM1,000,000.00 transaction on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
The
facility is for a period of 120 months and subject to yearly review.
Payment
The
payment shall be paid on a monthly basis inclusive of profit in the following manner:
| |
No
of instalment(s) |
|
Frequency |
|
Instalment
Amount |
| |
120 |
|
Monthly |
|
RM817.00 |
The
Bank’s Sale price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit
Rate which will not exceed the Ceiling Profit Rate.
Commencement
of Payment
The
payment of Bank’s Sale Price shall commence 1 month after full drawdown.
In
the event that the full drawdown or initial drawdown is made within 1st to 15th day of the month, the instalment shall be due and payable
on the 5th day of the following month otherwise should it fall after the 15th of the month, the monthly instalment shall be due and payable
on the 5th day of the next following month.
Availability
Period
Within
twelve (12) months of date of facility placed at Customer’s disposal otherwise the facility shall be treated as lapsed and cancelled.
Disbursement
Conditions.
1.
Execution of security documentation acceptable to the Bank and compliance with conditions precedent.
2.
Receipt of Drawdown Notice by the Bank
Commercial Financing (Companies) – Letter of Offer
Page 2 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
Drawdown Conditions
The Tawarruq Term Financing-i contribution for the Bizsecure-i of RM75,000.00
shall be paid directly to the takaful company upon receipt of the Letter of Acceptance/Offer by the Takaful Company on Ng Chen Lok (NRIC
No. 870203-06-5701) for 10 years. AmMetLife Takaful Berhad shall be your preferred Takaful provider. Any undrawn portion of the financing
shall be cancelled.
The Customer shall top-up any additional contribution
changed in excess of the financing.
| (1) | The facility may be subject to annual review or at the Bank’s
option any other more frequent review(s) as the Bank at its discretion may decide. Any review if so conducted shall be in the manner
as the Bank shall determine. |
| (2) | Upon such review, the Bank may, subject to Shariah principles,
renew, suspend, vary the limit of the Facility and/or impose additional conditions as the Bank deems fit with twenty-one (21) calendar
days prior notice to the Customer. |
| (3) | Any decision by the Bank not to conduct a review during any
review period or any failure, omission or delay on the part of the Bank to conduct such review shall not be construed as a waiver of
the Bank’s accelerate or recover amount due by the Customer and or guarantors in an event of default. |
| (4) | The next review date is 31 August 2022. |
| (1) | Master Facilities Agreement is to be executed between the
Customer and the Bank and to be stamped as principal instrument. |
| (2) | Open All monies 1st party Charge over cash Deposit
and Letter of Set Off are to be executed by the Customer and stamped. |
| (3) | Upfront placement of 1st Party Affin Islamic Term
Deposit-i (AITD-i) of RM225,000.00 to be held on lien with the Bank. Profit earned on the Affin Islamic Term Deposit-i (AITD-i) is to
be reinvested/ capitalized upon each maturity. |
| (4) | Collection of monthly sinking fund for RM3,000.00 into an account to be determined by the Bank.
First collection is to be commence 1st month after the date of full disbursement. Profit earned, if any is to be
reinvested / capitalized upon each maturity. |
Commercial Financing (Companies) – Letter of Offer
Page 3 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (5) | 70% guarantee of RM750,000.00 by Syarikat Jaminan Pembiayaan
Perniagaan (SJPP) guarantee under Working Capital Guarantee Scheme 2 (WCGS 2). |
| (6) | Personal Guarantee for RM825,000.00 is to be executed by Ng
Chen Lok (NRIC No. 870203-06-5701) in his personal capacity. |
| E. | EXECUTION OF SECURITY DOCUMENTATION |
All relevant
security documentation is to be executed within sixty (60) days from the date of acceptance of this Letter of Offer by the Customer, failing
which the Bank shall be entitled at its absolute discretion to extend the time for execution for such period as it deems fit, or to terminate/
cancel this offer and upon such termination or cancellation, the Bank’s liability hereunder shall be absolved and the Customer shall have
no right to claim against the Bank.
| Item |
Facility(ies) |
Documentation |
|
1. |
Tawarruq Term Financing-i |
a) Master
Facility Agreement;
b) Purchase
Undertaking;
c) Murabahah
Verbal Contract (Murabahah Sale Contract); and
d) Letter
of Aqency. |
|
2. |
Tawarruq Cash Line-i |
a) Master
Facility Agreement;
b) Purchase
Undertaking;
c) Murabahah
Verbal Contract (Murabahah Sale Contract); and
d) Letter
of Agency. |
The utilization and drawdown of the
facilities may be allowed only after fulfillment of the following:-
| 1. | Acceptance of Letter of offer. |
| 2. | Submission of a certified true copy of the Company’s Board of Directors Resolution authorizing the acceptance
of the banking facilities and any variation to the utilization of the approved facilities, if applicable. |
| 3. | Execution of all security documents (any security documents executed in favour of the Bank as security
for any amount due and payable to the Bank under the Facility), as confirmed by the Bank Panel Solicitors. |
| 4. | Written confirmation from Bank Panel Solicitors that all security documents have been duly executed, stamped
and in the case of land charges, legal assignment of Sale & Purchase Agreement, debenture and cash lien, these documents have all
been presented for registration (supported by registration numbers as appropriate) with the relevant authorities. (where applicable). |
Commercial Financing (Companies) – Letter of Offer
Page 4 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 5. | Written confirmation from the Official Assignee that directors, chargors, and guarantors (wherever applicable)
have not been adjudicated a bankrupt or wound up as appropriate. |
| 6. | Affin Islamic’s panel takaful company shall be your preferred takaful company and chargeable security
to be adequately covered with them incorporating charging clause in favour of Affin Islamic Bank. |
| 7. | Notwithstanding the above, you are free to use the service of any Takaful operators of your choice that
provide adequate coverage against such risks as the Bank may require and determine fit. The takaful certificate shall be duly assigned
to the Bank for the duration of the Facility. |
| 8. | Confirmation by the Bank’s solicitors that they have filed Statement of Particulars with Companies Commission
of Malaysia, where applicable. |
| 9. | Availability of the Official Assignee’s written confirmation that no winding up order has been made against
the Customer and/or Corporate Guarantor, and no bankruptcy action has been taken against any of the directors of the Customer and/or guarantors
(if applicable). |
| 10. | The Customer is advised to open and maintain an Islamic Current Account with the Bank. |
| 11. | The Customer is advised to execute a Letter of Authorization authorizing the Bank to debit the Islamic
Current Account with the Bank for servicing the monthly payment via the Automatic Fund Transfer (AFT) for the Banking facilities, if any,
collection of sinking fund or any amount due in respect of the financing. |
| 12. | Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee under Working Capital Guarantee Scheme
2 (WCGS 2). Approval notification must be obtained for guarantee coverage 70% of the facility limit. The Bank reserves the right to cancel
or to recall the facility should Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) approval is obtained. |
| 13. | Guarantee fee of 1.00% p.a. is to be paid upfront by the Customer upon signing of Letter of Offer. The
amount is to be credited into the Customer Islamic Current Account and earmarked for payment upon receipt of quarterly guarantee fee invoice
from Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP). |
1. The Customer
is to ensure advances to related parties not no exceed RMl,125,429.00 as long as the Bank facilities subsist.
Commercial Financing (Companies) – Letter of Offer
Page 5 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
1. Customer is
to submit audited report FYE30/06/2021 with not more than 10% negative variance against management set as at 31 May 2021 by 31/12/2021.
| 1. | The Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) under
Working Capital Cuarantee Scheme 2 (WCGS 2) is up to 17 years or until 31/12/2035, whichever is earlier. |
| K. | ADDITIONAL TERMS & CONDITIONS |
| 1. | All financing proceeds are to be used for the intended purpose. |
| 2. | Submission of audited financial statements within six (6) months of financial year closing. |
| 3. | Submission of Management Accounts within one (1) month of each quarterly closing. |
| 4. | No change in ownership without Bank’s prior written permission. |
| 5. | Payment of all rents, rates and taxes appropriate on a timely basis. |
| 6. | Possession of all necessary licenses and compliance with all regulations relating to the business. |
| 7. | No disposal of assets without Bank’s prior approval. |
| 8. | Not to enter into joint ventures, profit sharing or royalty agreement without Bank’s prior approval. |
| 9. | Not to enter into any merger, consolidation or reorganization without Bank’s prior approval. |
| 10. | Not to enter into any management contract or similar arrangement where the business is managed by third
parties. |
Commercial Financing (Companies) – Letter of Offer
Page 6 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (1) | The Bank shall grant rebate to the Customer (in accordance
to the approved formula by the Shariah Advisory Council of BNM and any amendment of the same) if any of the following shall occur: |
| (i) | The Customer makes early settlement or early redemption,
including those arising from prepayments; |
| (ii) | The Customer makes settlement of the original financing contract
due to financing restructuring exercise; |
| (iii) | The Customer makes settlement of the Facility in the case
of default; or |
| (iv) | The Customer makes settlement of the Facility in the event
of termination or cancellation of financing before the maturity date. |
| (2) | Rebate shall be calculated based on the following formula: |
Deferred profit (at the point of settlement
of financing) - Early Settlement Charges (if any).
| (ii) | For non-delivery/non-possession of asset |
Deferred profit (at the point of
settlement of financing) + Undisbursed principal or Cost of Purchase - Early Settlement Charges (if
any).
| (3) | Rebate shall not be construed in any manner whatsoever as
cash rebate payable to the Customer, but shall be reflected as a reduction in the profit element of the installment/payment of the Bank’s
Sale Price. |
| (4) | Rebate shall only be granted in the manner as determined by
the Bank upon receipt of the settlement/redemption sum. |
| M. | COMPENSATION CHARGES (TA’WIDH) |
| (1) | The Customer shall be liable to pay the Bank compensation
on any amount overdue as follows (in accordance to the approved formula by the Shariah Advisory Council of BNM and any amendment of the
same): |
| (i) | if the default occurs during the Tenure of the Facility as provided herein, at the rate of one per
centum (1%) per annum on such overdue Installment under the Facility or on such outstanding balance of the principal sum and earned
profit (if any) (subject to rebate, if applicable), in the case of default causing the entire Facility to be recalled or brought to
court for judgement prior to maturity, whichever applicable, or any other method approved by the Bank’s Shariah Committee and/or
Shariah Advisory Council of BNM; and |
Commercial Financing (Companies) – Letter of Offer
Page 7 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (ii) | if the default occurs after the maturity of the Facility as provided or upon judgment, whichever is
earlier, at the rate which is the prevailing daily overnight Islamic Interbank Money Market rate on such outstanding balance of the
principal sum and earned profit (if any) (subject to rebate, if applicable) or any other method approved by the Bank’s Shariah
Committee and/or Shariah Advisory Council of BNM. |
| (2) | It is further agreed that the compensation shall not be compounded. |
| (3) | The compensation at the aforesaid rate shall be payable by the Customer after as well as before any judgment or order of court. |
| N. | FACILITIES GRANTED IN FOREIGN CURRENCIES (if applicable) |
In the event
that the Bank decides to recall any facility/ies granted in Foreign Currency in this Letter of Offer, the Bank shall be entitled to convert
the Foreign Currency to Ringgit equivalent using the prevailing rate quoted by the Bank’s Treasury Department.
Prepayment in respect
to Tawarruq Term Financing-i shall be allowed by giving 30 days’ notice to the Bank of the Customer’s intention of such prepayment; failing
which the Bank may factor in such associated cost in reducing Ibra’, exercise price, buyout amount (whichever applicable). Such notice
shall be irrevocable and subject to the minimum amount of RMl,000.00.
At the discretion of the Bank, the
Customer may make an early settlement to the Bank of the Facility(ies) (if applicable) subject to the following conditions:
| (a) | the Bank shall have received from the Customer not less than
thirty (30) days or such other period as may be prescribed by the Bank from time to time, prior written notice (“Early Settlement
Notice”) of its intention to make early settlement specifying the relevant amount to be paid and the date of such payment failing
which the Bank shall have the right to factor in such associated costs or charges in the exercise price formula under the respective
purchase undertaking accordingly or in reducing the ibra’ amount, whichever applicable; |
| (b) | the Customer has paid in full all other monies due and outstanding under the Facility(ies) and the relevant security documents; |
| (c) | the amount payable by the Customer in respect of such early settlement shall be determined by the Bank
at its discretion in accordance with the principles of Shariah; and |
Commercial Financing (Companies) – Letter of Offer
Page 8 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (d) | any Early Settlement Notice once given shall be irrevocable
and the Customer shall pay the amount as determined by the Bank on the date specified in such Early Settlement Notice. |
The disbursement of the financing shall be effected within the availability
period of six (6) months from the date the facility is placed at Customer’s disposal, otherwise the financing shall be treated as lapsed
and cancelled.
The disbursement of all the facilities are further subject to:
| (a) | execution of security documentation acceptable to the Bank
and compliance with conditions precedent to the Bank’s satisfaction; |
| (b) | the Specific Terms & Conditions annexed to this Letter
of Offer. |
Fire Takaful Contract on the properties charged shall be obtained from
Takaful Company on the Bank’s panel and duly assigned to the Bank and the Bank is the beneficiary of the policy, for the duration of the
facilities.
| T. | REVISED EFFECTIVE PROFIT RATE |
| (a) | In the event your facility is classified as Impaired Financing
(Non Performing Financing), the Bank shall revise the effective profit/ijarah rate in your Letter of Offer to Base Financing rate (“BFR”)
+ 3.50% per annum (“p.a”) calculated on the outstanding principal, or such other rate or basis of calculation of the rate as
the Bank may determine at its discretion. |
| (b) | Prior to the revision of the profit/ijarah rate, the Bank
shall provide a written advance notice of not less than 21 days. |
| (c) | If you have regularized your account and after due assessment
of the Bank, the Bank shall reinstate the effective profit rate as per the Letter of Offer regardless whether you submit an application
for the reinstatement or not. If your effective profit rate has been reinstated, but subsequently revised again due to paragraph (a)
above, the Bank shall reinstate the rate after regularization of account as per the Letter of Offer, upon application for reinstatement
by you and due assessment by the Bank. |
| (d) | The above revised effective profit rate is subject to not
exceeding the ceiling profit rate. |
Commercial Financing (Companies) – Letter of Offer
Page 9 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
For facilities pegged to Base Financing Rate (“BFR”), Base
Rate (“BR”) and Islamic Cost of Fund (“iCOF”), the effective profit rate is subject to a minimum rate of 3.00% per
annum (“p.a.”) or such other minimum rate as may be prescribed by the Bank from time to time with prior notice to you.
The Attachments (which include the Standard Terms and Conditions and
the Specific Terms and Conditions) as attached to this Letter of Offer shall form part of this Letter of Offer.
Bank Negara Malaysia has now established the Central Credit Bureau
to collect information from banks regarding the customers and the credit facilities granted to the customers. This is to enable participating
banks who are approached for credit facilities by a customer to be informed by the Bureau of the customer and the aggregate credit facilities
granted to the customer by the other banks.
This information is kept strictly confidential between the Bureau and
all participating Banks and it is a term of the financing facilities offered in this Letter of Offer to you that information regarding
it will be given to the Bureau for the use of the Bureau and participating Banks.
Please indicate your acceptance of the above banking arrangement by
signing and returning to the Bank the duplicate of the Letter of Offer, the Standard Terms and Conditions and the Specific Terms and Conditions
within fourteen (14) days from the date hereof, together with the following documents, duly certified true copy by the Company Secretary:
| (a) | a copy of the Board Resolution together with a copy of the
certificate of incorporation and Memorandum and Articles of Association or Constitution; and |
| (b) | a copy of the latest Forms 24, 44 and 49 or other relevant
forms under the Companies Act 2016 of the Customer, |
failing which the Bank shall be entitled at its absolute discretion
to either treat this offer as having lapsed or extend the time of acceptance for such period as it deems fit.
In the event of a discrepancy or an ambiguity or any inconsistency(ies)
between the terms of this Letter of Offer and those of the Standard Terms and Conditions and/or the Specific Terms and Conditions,
the terms of this Letter of Offer shall prevail to the extent of such discrepancy or ambiguity or inconsistency(ies).
This Letter of Offer will be governed by Malaysian laws.
Commercial Financing (Companies) – Letter of Offer
Page 10 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
The terms of this Letter of Offer may be varied or waived by notice
in writing by the Bank and the Bank in its absolute discretion may require the Customer to countersign such written notice.
All documents should be forwarded to:
Affin Islamic Bank Berhad
Loan Administration & Documentation Department
Security Documentation Section
9th Floor, Menara Affin
80 Jalan Raja Chulan
50200 Kuala Lumpur
For any clarification on security documentation, kindly contact;
| Contact no. | : 03-2731 5266 |
For any enquiry regarding the terms and conditions of the facility(ies)
granted, kindly contact;
| Relationship Manager |
: Thong Ji Sing |
| Contact no. | : 03-7727 0900 |
The facilities will be made available to you at our Branch at the following
address:-
Affin Islamic Bank Berhad (TTDI Branch)
No. 47 & 49,
JIn Tun Mohd
Fuad 3,
Tmn Tun Dr. Ismail,
60000 Kuala Lumpur
| Contact no. |
: 03-7727 9080, 03-7727 9082 |
We thank you for giving the Bank the opportunity to be of service to
you.
Yours faithfully,
for AFFIN ISLAMIC BANK BERHAD
| /s/ DARYL KHOO |
|
/s/ CELINE LIM |
| Authorised Signatory |
|
Authorised Signatory |
| DARYL KHOO |
|
CELINE LIM |
| Assistant Relationship Manager |
|
Head, Business Centre TTDI |
| Business Centre TTDI |
|
|
Commercial Financing (Companies) – Letter of Offer
Page 11 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
REMINDER: The Customer is reminded to read and understand the terms
and conditions of this Letter of Offer and the Attachments before signing below. In the event there are any terms and conditions in this
Letter of Offer and the Attachments that the Customer does not understand, the Customer is advised to discuss further with the Bank’s
staff, representative or agent before signing below.
I/We, SAGTEC GROUP SDN BHD (1283508P)
hereby accept the foregoing terms and conditions and the attached Standard Terms and Conditions and Specific Terms and Conditions in
respect of the banking facilities offered, and we authorize the Bank to conduct credit checks on us with any credit reference agencies
at any time and from time to time, and, I/we confirm that I/we has/have read and hereby consent to the terms of the Privacy Notice the
Bank’s website
Authorised signatories for and on behalf of SAGTEC GROUP SDN BHD
(1283508P).
| /s/ NG CHEN LOK |
|
|
| Name: |
NG CHEN LOK |
|
Name: |
|
| NRIC No.: |
870203-06-5701 |
|
NRIC No.: |
|
| Date: |
23-07-2021 |
|
Date: |
|
Rubber stamp of the Customer, SAGTEC GROUP SDN BHD (1283508P).
| hbh |
 |
Commercial Financing (Companies) – Letter of Offer
Page 12 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
APPENDIX ONE
THE GENERAL TERMS AND CONDITIONS
| A. | REPRESENTATIONS AND WARRANTIES |
The Customer represents and warrants to the Bank that:
| 1. | the Customer has full legal right, authority, power and capacity
to accept the facilities and to perform the terms in this Letter of Offer. In the event the Customer is a company, the Customer is a
company duly incorporated and validly existing under the laws of Malaysia and has full power and authority to carry on its present business; |
| 2. | the terms of this Letter of Offer constitute legal, valid and
binding obligations enforceable against the Customer; |
| 3. | all consents authorizations and approvals which are required
or advisable to be obtained in connection with the acceptance, delivery, legality or enforceability of this Letter of Offer and the use
of the facilities have been obtained and are in full force and effect; |
| 4. | the Customer’s acceptance of this Letter of Offer and the performance
of the terms in this Letter of offer will not contravene any law, regulation, order or decree of any governmental authority, agency or
court to which the Customer is subject; |
| 5. | the
Customer is not in default under any agreement to which the Customer is a party or by which
the Customer may be bound and no litigation arbitration or administrative proceedings are
presently current or pending or threatened against the Customer; |
| 6. | all information furnished by the Customer to the Bank in connection
with the facilities are true and correct and there has been no omission which would render the information inaccurate or misleading; |
| 7. | the Customer’s last audited accounts have been prepared in accordance
with accounting principles and practices generally accepted in Malaysia and give a true and fair view of the Customer’s financial position
as at that date; and |
| 8. | there are no winding-up proceedings currently pending or threatened
against the Customer. |
During the tenor of the facilities the Customer will:
| 1. | carry out the Customer’s business diligently and efficiently
and in accordance with sound financial practices; |
Commercial Financing (Companies) – Letter of Offer
Page 13 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 2. | furnish to the Bank all information reasonably required by the
Bank in relation to the Customer’s business and financial position; |
| 3. | keep full, proper and up-to-date accounts and furnish to the
Bank within one hundred and eighty (180) days from the end of each of the Customer’s financial year copies of the Customer’s balance
sheet, profit and loss account and report audited and certified by a qualified independent auditor; |
| 4. | keep and maintain the Customer’s present paid up share capital
and any increases of the same; |
| 5. | punctually pay and/or cause to be paid all rents rates taxes
and all other outgoings payable in respect of the premises at which the Customer carry on business and properties which are security
for the payment of the facilities; |
| 6. | appoint from time to time only such auditor or firm of auditors
acceptable to the Bank; |
| 7. | notify the Bank of the occurrence of an Event of Default or
of any event of default in relation to any of the Customer’s other indebtedness; and |
| 8. | notify the Bank of any change in the Customer’s Board of Directors
or its management or its major or controlling shareholders or partners. |
During the tenor of the facilities
the Customer shall not, without the prior written consent of the Bank:
| 1. | add to, delete, vary or amend the Customer’s Memorandum and
Articles of Association in any manner which would be inconsistent with the terms of this Letter of Offer; |
| 2. | change the Customer’s financial year or the nature of the Customer’s
business; |
| 3. | sell, transfer, lease or otherwise dispose of a substantial
part of the Customer’s capital assets or undertake or permit any merger, consolidation or reorganization; |
| 4. | enter into any transaction with any person firm or company except
in the ordinary course of business and at arm’s length commercial terms; |
| 5. | decrease or alter the Customer’s authorized or issued capital
or alter the structure of the same or the rights attached to the; |
| 6. | change the Customer’s major or controlling shareholding or partnership
structure; |
| 7. | change in ownership of the Customer (if applicable); |
Commercial Financing (Companies) – Letter of Offer
Page 14 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 8. | enter into joint ventures, profit sharing or royalty agreement; |
| 9. | enter into any merger, consolidation or reorganization (if applicable);
and |
| 10. | enter into any management contract or similar arrangement where
the business is managed by third parties. |
Notwithstanding
the facilities are to expire on the date stated in this Letter of offer before, the Bank shall have the right to accelerate any sums outstanding
or terminate the facilities at any time with prior notice if one or more of the following events should occur to the Company:-
| 1. | the Customer fails to pay, when due, any sum of profit or principal
or other sums of money due hereunder in accordance with the terms of this Letter of Offer; or |
| 2. | the Customer is unable to pay its debts as and when they become
due, or commits an act of bankruptcy; or |
| 3. | a winding-up petition is presented against the Customer or a
Receiver or Trustee is appointed to take possession of its properties, or any form of execution is levied or enforced upon any of its
properties and is not discharged within seven (7) business days of it being levied or enforced; or |
| 4. | there is a breach of any of the terms and conditions of these
facilities; or |
| 5. | default is made in payment of any monies whether principal or
dividend payable under the provisions of this Letter of offer or any amendments in this Letter of offer or to this same; or |
| 6. | the Customer fails to perform or observe any of the other provisions
undertakings covenants or terms set out which is not capable of remedy, or which, being capable of remedy, is not remedied within fourteen
(14) days or such other period as the Bank may decide after notice to the Customer requesting action to remedy the same; or |
| 7. | any representation or warranty made or implied pursuant to any
provision hereof or pursuant to any notice, opinion or certificate or other document delivered pursuant to the terms hereof or pursuant
to any notice, opinion or certificate or other document delivered pursuant to the terms hereunder proves to have been incorrect or misleading
in a particular deemed by the Bank to be material as of the date at which it was made or deemed to have been made; or |
| 8. | the Customer ceases to carry on its business; or |
Commercial Financing (Companies) – Letter of Offer
Page 15 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 9. | a petition shall be presented or an order be made or a resolution
be passed for the Customer’s winding up or the Customer enters into liquidation whether compulsorily or voluntarily (otherwise than for
the purpose of genuine amalgamation and reconstruction); or |
| 10. | a trustee, custodian, Receiver and/or Manager of the Customer’s undertaking or properties or any part
of the same shall be appointed other than by the Bank; or |
| 11. | distress or execution or other process of a court of competent jurisdiction be levied upon or issued
or threatened to be levied or issued against any of the Customer’s properties; or |
| 12. | the Bank has reason to believe that the Customer is not carrying on its business and affairs in accordance
with sound financial and commercial standards and practices; or |
| 13. | any of the Customer’s other indebtedness becomes capable in accordance with the relevant terms of the
same of being declared due prematurely by reason of a default or the Customer fails to make any payment in respect of the same on the
due date for such payment or if due on demand when demanded or the security for any such indebtedness becomes enforceable; or |
| 14. | the Customer enters into any compromise composition or scheme of arrangement with its creditors or any
assignment for the benefit of creditors without the consent of the Bank; or |
| 15. | any of the Customer’s directors, officers, managers, guarantors, agents or any other their spouses parents
or children are directors or officers of the Bank or otherwise connected with the Bank or if there occurs any other breach of Section
57 of the Islamic Financial Services Act 2013 [Act 759] and BNM’s “Guidelines on Credit Transactions and Exposures with Connected
Parties for Islamic Bank” and includes any replacement guidelines/specifications/circulars issued by BNM from time to time in connection
therewith; or |
| 16. | there occurs any event which in the sole opinion of the Bank amounts to a material adverse change in
the Customer’s condition (financial or otherwise); or |
| 17. | there is any change in the existing laws regulations policies or official directive of any governmental
authority whether or not having the force of law which change would make it unlawful illegal or otherwise inappropriate, from the viewpoint
of the Bank, for the Bank to continue to make available the facilities to the Customer; or |
| 18. | the Bank is of the opinion that the facilities are not utilized for the purpose described herein this
Letter of Offer; or |
| 19. | the Customer commits any act of bankruptcy or any act which, would have amounted to an act of bankruptcy;
or |
Commercial Financing (Companies) – Letter of Offer
Page 16 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 20. | the Customer is unable to pay or suspends the payment of any debt or makes an assignment for the benefit
of creditors or enters into any compromise composition or scheme of arrangement with its creditors or takes advantage of any insolvency
law; or |
| 21. | the Customer’s management is displaced or the conduct of the business of the Customer is curtailed
by any seizure, vesting or intervention by or under the authority of a government or governmental body; or |
| 22. | an event or events has or have occurred or a situation exists which could or might, in the opinion
of the Bank, prejudice the Customer’s ability to perform its obligations hereunder in accordance with their respective terms or render
the continuation of the facilities detrimental to the position of the Bank or otherwise undesirable; or |
| 23. | the Customer dies or becomes insane. |
| E. | TERMS AND CONDITIONS TO THE FACILITIES |
| (1) | Tawarruq Term Financinq-i |
| 1. | In accordance with the Shariah concept of Tawarruq, the Tawarruq
Transaction as follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking, the Bank will, at the request of the Customer,
purchase the commodity from the commodity supplier at the Bank’s Purchase Price (which is equivalent to the facility
amount); |
| (ii) | Pursuant
to the Murabahah Sale Contract, the Bank will, at the request of the Customer, sell the Commodity to the Customer at the
Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant
to the Letter of Agency, the Customer will appoint the Bank as agent to act for and on behalf of the Customer to sell and
conclude the sale of the commodity to the commodity supplier (who shall not be the same commodity supplier in Clause (i) above, except
where the sale is on random basis) at the Bank’s Purchase Price; and |
| (iv) | In
accordance with the Letter of Agency, the Bank, acting as agent of the Customer, will sell the commodity to the commodity
supplier (who shall not be the same commodity supplier in Clause (i) above, except where the sale is on random basis) at the Bank’s
Purchase Price which is equivalent to the amount of the Facility. The proceeds from the sale will be made available to the Customer subject
to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer
may be concluded by way of verbal contract, whereby: |
| (a) | the sale of commodity will be concluded verbally between the
Bank and the Customer; |
Commercial Financing (Companies) – Letter of Offer
Page 17 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (b) | upon conclusion of the verbal murabahah sale transaction, the
Bank will issue confirmation of murabahah sale transaction which will provide the agreed Bank’s Sale Price payable on deferred payment
term; and |
| (c) | if the parties conclude the murabahah sale transaction by way
of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
| (2) | Tawarruq Cash line-i (CL-i) |
| 1. | In accordance with the Shariah concept of Tawarruq, the Tawarruq
Transaction as follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking, the Bank will, at the request of the Customer,
purchase the commodity from the commodity supplier at the Bank’s Purchase Price (which is equivalent to the facility
amount); |
| (ii) | Pursuant
to the Murabahah Sale Contract, the Bank will, at the request of the Customer, sell the Commodity to the Customer at the
Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant
to the Letter of Agency, the Customer will appoint the Bank as agent to act for and on behalf of the Customer to sell and
conclude the sale of the commodity to the commodity supplier (who shall not be the same commodity supplier in Clause (i) above, except
where the sale is on random basis) at the Bank’s Purchase Price. |
| (iv) | In
accordance with the Letter of Agency, the Bank, acting as agent of the Customer, will sell the commodity to the commodity
supplier (who shall not be the same commodity supplier in Clause (i) above, except where the sale is on random basis) at the Bank’s
Purchase Price which is equivalent to the amount of the Facility. The proceeds from the sale will be made available to the Customer subject
to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer
may be concluded by way of verbal contract, whereby: |
| (a) | the sale of commodity will be concluded verbally between the
Bank and the Customer; |
| (b) | upon conclusion of the verbal murabahah sale transaction, the
Bank will issue confirmation of murabahah sale transaction which will provide the agreed Bank’s Sale Price payable on deferred payment
term; and |
Commercial Financing (Companies) – Letter of Offer
Page 18 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (c) | if the parties conclude the murabahah sale transaction by way
of verbal contract, the parties are no longer required to enter into the Murabahah Sale Contract. |
| 2. | The Customer is to open a Current Account-i with the Bank for
the purpose of operating the facility. |
| 3. | Account is to be operated within the sanctioned limit. No excess
over limit is allowed. |
| 4. | The operation of Tawarruq Cash Line-i shall be governed by the
prevailing Dishonored Cheque Information System Guidelines (DCHEQS) and any breach may render the account being re-designated as Special
Account with no cheque book facilities by the Bank without any reference to you. In this respect, the Customer is to provide a statement
to the Bank that the Customer is not on the current DCHEQS blacklist. In accordance with the provisions of DCHEQS guidelines issued by
Bank Negara Malaysia from time to time, the Bank reserves the absolute right to recall the facility and to close any or all current accounts
that have been blacklisted by DCHEQS. |
| 5. | In the event that the Customer has been blacklisted by DCHEQS,
the Bank reserves the absolute right to recall the Tawarruq Cash Line-i facility immediately without giving any further reference to
the Customer. |
| 6. | At any point of time the Bank has the discretion to liquidate
the security deposit to recover any amount due. The dividend (if any) from the Security Deposit will be utilized to settle any outstanding
amount payable to the Bank. |
| 7. | The CL-i shall further be governed by such terms and conditions
as may be prescribed by the Bank from time to time at the Bank’s absolute discretion subject to Shariah principles. |
| F. | CHANGES IN CIRCUMSTANCES |
If, as a result
of any changes in applicable law, regulation of regulatory requirement or in the interpretation or application of the same or if in compliance
by the Bank with any applicable directions, request or requirement (whether or not having the force of law), will impose to the Bank any
conditions, burdens or obligations, then the Bank’s commitment to make or maintain the facilities will end upon notice to the Customer
of the happening of such event after becoming aware of the same. The Bank from time to time reserves the right to vary any of the terms
and conditions stated here in accordance with Shariah principles.
Commercial Financing (Companies) – Letter of Offer
Page 19 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
Cross default arises in any of the
following:
| 1. | Any other indebtedness of the Customer whether with the Bank
or with other financial entities or non-financial entities becomes payable or due prematurely, or becomes capable of being declared payable
or due prematurely, by reason of a default by the Customer in its obligations with respect to that indebtedness; or |
| 2. | The Customer fails to make any payment in respect of that indebtedness
on the due date for such payment, or if due on demand when demanded; or |
| 3. | Upon the security for any such indebtedness becoming enforceable;
and |
| 4. | The Bank shall be entitled to call an event of default in this
Letter of Offer and pursue its remedies accordingly. |
| H. | DISCLOSURE OF INFORMATION |
| 1. | The Customer hereby irrevocably authorize the Bank to disclose
and circulate all relevant information relating to the Customer and any outstanding debt which may be due from the Customer to the Bank,
if the Bank deems fit in the Bank’s absolute discretion to any person or persons, including a debt collection agent, for the purpose
of the Bank’s recovery of the outstanding sums due. |
| 2. | The Bank may disclose to any party or any persons who derives
or may derives rights or obligations under or by reference to this Letter of Offer such information about the Customer and/or the security
parties in relation to the facilities as shall have been made available to the Bank generally. |
| 3. | The Customer hereby agrees that any branch, subsidiary or parent
company of the Bank shall also be entitled to make disclose to the Customer and/or to the other branches, subsidiaries or parent company
of the Bank. |
| 4. | The Customer acknowledges and agrees that the permission given
under this clause is for the purpose of Section 146 of the Islamic Financial Services Act 2013 [Act 759] and that no further consent
from the Customer confirms that the Bank shall not be liable in any manner for disclosing or furnishing such information referred to
in this clause. |
Any term, condition,
stipulation, provision, covenant or undertaking contained in this Letter of Offer which is illegal, prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, prohibition or unenforceability without
invalidating the remaining provisions hereof and any such illegality, prohibition or unenforceability in any jurisdiction shall not invalidate
or render illegal, void or unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction.
Commercial Financing (Companies) – Letter of Offer
Page 20 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
No delay
by the parties in this Letter of Offer in exercising nor any omission to exercise any right, power or remedy accruing to the Bank upon
any default shall effect, impair or prejudice any right, power or remedy or be construed to be a waiver of the same or any acquiescence
in such default, nor shall any action of the parties in respect of any default affect, impair or prejudice any right, power or remedy
of the parties in respect of any subsequent default.
Notwithstanding
anything in this Letter of Offer contained, the fact that one or more of the above named guarantors may not have executed a
guarantee in form and substances acceptable to the Bank, the guarantee when executed shall be binding and enforceable against each
guarantor who executes the same.
In any legal
action or proceedings relating to the facilities, a certificate of the Bank as to any amount due to it under the facilities shall, in
the absence of manifest error, be conclusive evidence that such amount is in fact due and payable.
| 1. | Any notice or communication may be in writing and may be delivered
personally, by post, telex, cable or facsimile to the Customer at the address in this Letter of Offer stated. Proof of posting or dispatch
of any notice or communication to the Customer shall be deemed to be proof of receipt: |
| (a) | if personally delivered, at the time of delivery or |
| (b) | if posted, on the second business day after posting or |
| (c) | in the case of telex or cable, on the business day immediately
after transmission or |
| (d) | in the case of a facsimile, on the business day immediately
after transmission provided that the Bank has received an answer back confirmation |
| 2. | No change in the Customer’s address in this Letter of Offer
stated however brought about shall be effective or binding on the Bank unless actual notice of the change of address has been received
by the Bank. |
| N. | NO MATERIAL ADVERSE CHANGES |
The Customer
represents and warrants to and undertakes with the Bank that there are no extraordinary circumstances or change of law or other governmental
action or material adverse change in the Customer’s financial position or operating environment or management or other conditions shall
have occurred or continuing which is in the opinion of the Bank (which opinion shall be final and binding) would affect or prejudice the
Customer’s ability to fully perform and discharge the Customer’s obligations hereunder.
Commercial Financing (Companies) – Letter of Offer
Page 21 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 1. | The Bank shall be at liberty at any time with or without the
concurrence of and with notice to the Customer to assign/transfer all its rights title or interest under the facilities, and the costs
and expenses of the Bank and the assignee/transferee of an incidental to such assignment/transfer shall be paid by the Bank. |
| 2. | The Customer may not assign or transfer any of its rights or
obligations under the facilities without the prior written consent of the Bank. |
| 1. | Any sum set out in the Letter of Offer shall be exclusive of
any Sales and Services Tax or tax of similar nature (“Tax”). |
| 2. | If one party (“Vendor”) is required by the terms of
the Letter of Offer to make a supply to the other (“other party”) such supply shall be made without any charge of Tax. Where
such Tax is required by law to be paid by the Vendor, the other party shall pay the Tax on demand to the Vendor. The Vendor shall provide
the other party with the valid Tax invoice. |
| Q. | WHISTLE-BLOWING
& BUSINESS ETHICS |
| (a) | Upon having knowledge of any director, officer or employee of
the Bank, directly or indirectly, asking for or receiving from you or your Affiliates, any Gratification in relation to this assignment
(whether for his/her own personal benefit or advantage or for the benefit or advantage of any other person, whether before, during or
after the term of this financing), kindly immediately inform the Group Chief Compliance Officer of the Bank or email to whistle_blowing@affinislamic.com.my
of the same. |
| (b) | You undertake that neither you nor your Affiliate nor anyone
acting on your direction or authority shall (whether before, during or after this assignment, directly or indirectly, give or offer,
or agree to give or offer, any Gratification as an inducement or reward to any director, officer, employee or agent of the Bank) for
doing or refrain from doing or showing favor or disfavor to any person, in relation to this assignment. |
| (c) | In the event there is evidence that you or your Affiliate or
anyone acting under your direction or authority is in breach of clause (a) or (b), the Bank may terminate this assignment (without prejudice
to the Bank’s other rights remedies under the law) by giving written notice to you. Upon such termination, Bank shall be entitled to
claim all losses, costs, damages and expenses including any incidental costs and expenses arising from such termination from you. |
| (d) | Subject to any regulatory permitted disclosures or other clauses
allowing disclosure in this assignment, the Bank shall keep confidential any information disclosed or received including the identity
of the person giving the information and all the circumstances relating to the information. |
Commercial Financing (Companies) – Letter of Offer
Page 22 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (e) | You shall also whistle-blow in the event of any malpractice
or wrong-doing by any staff, contractors, vendors, 3rd parties or agents of the Bank. Kindly refer to the Bank’s Whistleblowing
Policy in www.affinislamic.com.my for compliance purposes. |
| (f) |
(i) | ‘Affiliate’ means in relation to you, any person or entity
owned and controlled directly or indirectly by you, or any person or entity that controls you directly or indirectly in any way whatsoever. |
| (ii) | ‘Gratification’ includes any gift, money, property or thing
of value or any service, favor or other thing of value, or any service, favor or other intangible benefit or consideration of any kind,
or any other similar advantage. |
| (g) | You shall demonstrate a high standard of ethical conduct and
professionalism in order to safeguard the Bank’s good name by taking all necessary safeguards and precautions to alert the commission
of any unethical action including any appearance or impression to such effect. |
| R. | CREDIT
STUDY SERVICES (not applicable for SME) |
| 1. | The Customer acknowledges that, in the course of providing the
Facility to the Customer, the Bank may from time to time needs to ensure creditworthiness of the Customer at that point of time is or
remains acceptable to the Bank. For such purposes, the Customer shall appoint the Bank to perform the Credit Study (as defined below)
or shall provide a credit study report from an independent third party institution or professional body acceptable to the Bank. |
| 2. | The Bank shall have the right to determine the events upon which
Credit Study on the Customer is required. Such events include, without limitation, the following: - |
| b) | when the need to vary the terms and conditions of the Facility
arises based on a request from the Customer, or the need of the Bank, or |
| c) | in any other event which the Bank determines that the Credit
Study is required. |
| 3. | The fees payable to the Bank for performing the Credit Study
shall be mutually agreed upon by the parties through a letter to be issued by the Bank. Payment of the fees by the Customer shall be
deemed as its acceptance of the fees payable in performing the Credit Study by the Bank. |
“Credit
Study” means the process of identifying the creditworthiness of the Customer and/or Security Party and their ability to honour and
continue to honour obligations under the Facility Agreement. Such process includes the following:
| a) | assessment on the Customer’s financial standing to check whether
there is any material changes which may affect its creditworthiness and whether the interests of the Bank under the Facility Agreement
remain intact; |
Commercial Financing (Companies) – Letter of Offer
Page 23 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| b) | assessment on latest industry or business outlook that could affect the Customer’s financial standing; |
| c) | performing financial analysis, company’s analysis, market study, or cash flow analysis; |
| d) | calculating the Customer’s capacity in servicing its financial obligations under the Facility Agreement;
or |
| e) | recommending whether the Customer’s applications/ requests shall be approved subject to certain conditions
or rejected on the basis of specific reasons. |
CONSENT
The Customer/Company
(“Customer”) hereby irrevocably consents and authorises, and confirms that it has duly obtained its subsidiaries, directors,
shareholders, officers, guarantors and/or any other relevant person’s consent and authority, for AFFIN Bank Berhad Group (“ABB Group”)
(as defined in the Privacy Notice) to:
| a) | use the information of the Customer and its subsidiaries, directors,
shareholders, officers, guarantors and/or such other relevant persons in accordance with the relevant terms and conditions and for the
purpose(s) contemplated in this Letter of Offer; |
| b) | carry out the necessary reference checks, including but not
limited to credit reference/reporting checks, to further ascertain the details and status of the Customer and its subsidiaries, directors,
shareholders, officers, guarantors and/or such other relevant persons; and |
| c) | provide the Customer, its subsidiaries, directors, shareholders,
officers, guarantors and/or relevant persons with information on AFFIN Bank Berhad Group (“ABB Group”) products, services and/or
offers (inclusive of the products, services and offers of entities within “ABB Group”) which may be of interest and/or financial
benefit to them, |
at “ABB
Group” sole discretion without further reference to the Customer, its subsidiaries, the directors, its shareholders, officers, guarantors
and/or relevant persons, for the duration that these terms and conditions are in force. The Customer agrees to undertake the responsibility
to update “ABB Group” in writing should there be any change to the personal and financial information relating to the Customer,
its subsidiaries, directors, shareholders, officers, guarantors and/or relevant persons. Should the directors, shareholders, officers,
guarantors and/or relevant persons withdraw their consent for “ABB Group” to use and/or process their information during the
tenure of these terms and conditions, except where it relates to the last item above, the Customer agrees that “ABB Group” shall
have the right to terminate this facility at its sole discretion.
Commercial Financing (Companies) – Letter of Offer
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Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
You
expressly expressly agree to comply with all statutes, by-laws, guidelines and regulations (whether or not having the force of law)
in Malaysia and shall ensure continued compliance with such regulations for the duration of the Facility. You shall also ensure,
arrange, coordinate, manage and obtain all the necessary consents, licenses, exemptions, approvals or authorisations required as may
be required by any applicable law, regulation or directive required by you in order to enable you / them to perform your / their
respective obligations in connection with the execution, performance, validity or enforceability of these Standard Terms and
Conditions, and where applicable, the guarantee and the security documents.
All security(ies),
agreement(s), obligation(s) given or undertaken by the you shall continue to be valid and binding notwithstanding your death, bankruptcy
or mental incapacity, or any change in the constitution of the Bank by amalgamation, consolidation, reconstruction, new shareholding or
otherwise.
| V. | ISLAMIC FINANCIAL SERVICES ACT 2013 |
The parties
in this Letter of Offer shall comply with the provisions of the Islamic Financial Services Act 2013 and all guidance, standards, prescriptions,
regulations issued or to be issued by BNM at any time and from time to time.
The
Customer consents to the disclosure of any documents and information relating to his accounts or affairs to the Bank, its officers and
agents and to all such persons and for all such purposes as set out in the relevant Sections of IFSA.
The approval
and utilization of the Facility in this Letter of Offer shall be subjected to the “Guidelines on Credit Transactions and Exposures
with Connected Parties for Islamic Bank” and/or any other applicable guidance, standards or prescriptions issued or to be issued
by BNM with respect to the same. Breach of the same shall be an event of default under this Agreement.
| W. | FOREIGN EXCHANGE ADMINISTRATION (FEA) |
| 1. | Wherever applicable, Customer shall comply with the Notices
on Foreign Exchange Administration Rules (Foreign Exchange Administration Rules) issued by Bank Negara Malaysia (BNM) in respect of any
transactions, including overseas transactions. |
Commercial Financing (Companies) – Letter of Offer
Page 25 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 2. | Customer authorises the Bank to take any steps to comply with
the relevant and prevailing Foreign Exchange Administration Rules and any rules issued by Bank Negara Malaysia from time to time in respect
of any transactions. Where applicable, the Customer shall comply with the prevailing Foreign Exchange Administration Rules issued by
Bank Negara Malaysia and usage of card issued by the Bank within the limits and provisions imposed by Bank Negara Malaysia as the ‘Exchange
Control Authority’. |
| 1. | Where the Facility(ies) are being offered to partnerships, the
Customers jointly agree as follows: |
| (a) | Liability to be Joint and Several |
All agreements,
obligations, liabilities, representations, warranties and undertakings of the Customers are agreed to be joint and several and shall be
construed accordingly.
Cross default arises in any of the
following :
| (i) | Any other indebtedness of the Customer whether with the Customer
or with other financial entities or non-financial entities becomes payable or due prematurely, or becomes capable of being declared payable
or due prematurely, by reason of a default by the Customer in its obligations with respect to that indebtedness; or |
| (ii) | The Customer fails to make any payment in respect of that Indebtedness
on the due date for such payment, or if due on demand when demanded; or |
| (iii) | Upon the security for any such indebtedness becoming enforceable;
then the Bank shall be entitled to call an event of default in this Letter of Offer and pursue its remedies accordingly. |
Subject to
Shariah principles, it is expressly agreed and declared by the parties to this Letter of Offer that notwithstanding any of the provisions
of this Letter of Offer to the contrary, the provisions and terms of this Letter of Offer may at any time and from time to time be varied
or amended by means of letters or such other means as the parties may mutually agree from time to time and thereupon such amendments and
variations shall be deemed to have been amended or varied accordingly and shall be read and construed as if such amendments and variations
have been incorporated in and had formed part of this Letter of Offer at the time of execution hereof.
Commercial Financing (Companies) – Letter of Offer
Page 26 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 1. | Any demand, request, notice or other communication (collectively
referred to as (“Notices”) by or on behalf of the Bank or the Customer shall be in writing. |
| 2. | Notices may be given or made by post, telegram, facsimile, personal
delivery or such other mode as may be allowed by the Bank. Notices shall be issued by or on behalf of the Bank (including computer generated
notices / statements that do not require any signature) to the Customer at the Customer’s address, facsimile number or electronic mail
address as stated in the Letter of Offer or the last known address, facsimile number or electronic mail address notified by the Customer
in writing. The Notices are deemed delivered to the Customer: |
| (i) | in the case of post, two days after the date of posting; |
| (ii) | in the case of telegram, on the Business Day following the date
of despatch. For this clause, “Business Day” is defined as a day (other than Saturday, Sunday and public holidays) on which
the Bank is open in Kuala Lumpur and, if applicable, the state where the place of business of the Bank is located for transaction of
business of the nature required or contemplated by the Letter of Offer; |
| (iii) | in the case of facsimile on the day of transmission; |
| (iv) | in the case of electronic mail, on the day of transmission provided
that the Bank has not received a failed or undeliverable message from the host provider of the recipient within the day of transmission; |
| (v) | in the case of personal delivery, at the time of delivery. |
| 3. | Notices by the Customer to the Bank shall be duly signed by
the Customer or where permitted by the Bank, by the Customer’s duly authorised signatory and served on the Bank at the address or facsimile
number as notified in writing by the Bank from time to time. Notices are deemed received by the Bank upon actual receipt of the same
except: |
| (i) | in the case of Notices sent by facsimile after 5.00p.m., such
notices shall be deemed received by the Bank on the next Business Day; |
| (ii) | and where it is deemed necessary by the Bank to verify the Customer’s
identity or the source of the Notices, the Customer may be required to deliver at the Customer’s own cost to the Bank such documentary
evidence (including the actual or original Notices) as may be required by the Bank. Where such verification is required by the Bank,
the Notices are deemed received by the Bank only upon receipt by the Bank of such additional documentary evidence requested by it. |
| 4. | All facsimile Notices should be followed by the original Notice
to be delivered by post or by hand, but any delay or failure by the Bank to receive the original Notice shall not affect the validity
of any act or omission by the Bank taken in reliance on the facsimile Notice. |
Commercial Financing (Companies) – Letter of Offer
Page 27 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| AA. | INDEPENDENT PAYMENT OBLIGATIONS |
The
Customer expressly agrees and declares that each of the Customer’s obligations to pay or to repay under any of the provisions of the
Letter of Offer, these Standard Terms and Conditions and the Specific Terms and Conditions, or where appropriate, any of the security
documents constitute separate and independent obligations, shall give rise to separate and independent causes of action, shall apply
irrespective of any waiver or indulgence granted by the Bank in respect of any other obligation, shall remain in full force and effect
despite any judgment, order, claim or proof for a liquidated amount in respect of some other obligation and may be relied upon and enforced
by the Bank independently of or simultaneously with or without having to commence any other action under such obligations or under any
of the security documents or having first exhausted any remedy or having first sold or disposed of any assets, properties or undertaking
which may be provided as security to the Bank from time to time.
Without
prejudice to the foregoing terms and provisions and in addition and without prejudice to any other powers, rights and remedies which
the Bank may be entitled to, the Customer shall indemnify the Bank and hold the Bank harmless from and against any losses, damages
and expenses, whatsoever, legal or otherwise, (including but not limited to all legal costs incurred by the Bank on a solicitor and
client basis) which the Bank may sustain, suffer or incur as a consequence of any default in the payment of the Facility(ies) and
profit on the same or any portion of the same, or any other amounts payable hereunder or under the guarantee and / or the security
documents, or on account of the non- observance of all or any of the terms stipulations agreements and provisions on the part of the
Customer or any security party and / or guarantor contained in this Letter of offer or under the security documents, and such
losses, damages and expenses shall include but not be limited to such amount as the Bank shall certify (such certification being
accompanied by the basis and calculation of such amount and being conclusive and binding upon the Customer save for any manifest
error).
The Customer undertakes in favour of the Bank that:
| (a) | the Customer expressly agrees to comply with all statutes, by-laws,
guidelines and regulations (whether or not having the force of law) in Malaysia and shall ensure continued compliance with such regulations
for the duration of the Facility(ies). The Customer shall, and shall cause and procure each guarantor and security party to, ensure,
arrange, coordinate, manage and obtain and promptly renew from time to time all authorisations, registrations, filings, approvals, consents,
licenses and exemptions as may be required under any applicable law, regulation
or directive to enable them to perform their respective obligations under the Letter of Offer, these Standard Terms and Conditions, the
Specific Terms and Conditions and / or the security documents (as the case may be), or which are required for the validity and enforceability
of the Letter of Offer, these Standard Terms and Conditions, the Specific Terms and Conditions and / or the security documents (as the
case may be); |
Commercial Financing (Companies) – Letter of Offer
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Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (b) | the Customer shall give the Bank written notice of any event
of default under the Letter of Offer, under these Standard Terms and Conditions, under the Specific Terms and Conditions and under any
other existing indebtedness of the Customer within three (3) Business Days of it becoming aware of the occurrence of the same. For the
purpose of this clause, “Business Day” is defined as a day (other than Saturday, Sunday and public holidays) on which the Bank
is open in Kuala Lumpur and, if applicable, in the state where the place of business of the Bank is located for transaction of business
of the nature required or contemplated by the Letter of Offer; |
| (c) | the Customer will carry out its business diligently and efficiently
and in accordance with sound financial practices; |
| (d) | the Customer shall keep full, proper and up-to-date accounts
and furnish to the Bank within six (6) months from the end of each of its financial year copies of its balance sheet, profit and loss
account and report, audited and duly certified by a qualified independent auditor; |
| (e) | whenever requested by the Bank, the Customer shall furnish to
the Bank within sixty (60) days from the end of each quarter year of each of its financial year (where applicable) its financial accounts
duly certified by a responsible officer and in a format acceptable to the Bank; |
| (f) | whenever requested by the Bank, the Customer shall furnish to
the Bank all information reasonably required by the Bank in relation to the following: |
| (i) | the business of the Customer; and |
| (ii) | the Customer’s financial position; and |
| (g) | the Customer shall ensure that the guarantor(s) or any security
party(ies) (in the case where the guarantor(s) or any security party(ies) is a body corporate) does not permit any form of merger, reconstruction,
consolidation or amalgamation by way of a scheme of arrangement or otherwise or approve, permit any transfer of any part of its issued
capital; |
| (h) | the Customer shall ensure that the guarantor(s) or any security
party(ies) (in the case where the guarantor(s) or any security party(ies) is a body corporate), does not pass any resolution or make
any application for it to be placed under judicial management; |
Commercial Financing (Companies) – Letter of Offer
Page 29 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (i) | and the Customer shall ensure that the guarantor(s) or any security
party(ies) (in the case where the guarantor(s) or any security party(ies) is a body corporate), does not propose to enter into or permit
the entry of any arrangement or composition (voluntary or otherwise) with any of its creditors. |
The Customer
undertakes in favour of the Bank that, it shall not without obtaining the prior written consent of the Bank (which consent shall not be
unreasonably withheld):-
| (a) | add to, delete, vary or amend the Articles of Partnership (if
a partnership) of the Customer in any manner which would be inconsistent with the terms of the Letter of Offer, these Standard Terms
and Conditions and the Specific Terms and Conditions; |
| (b) | change the nature of its business; |
| (c) | enter into any transaction with any person firm or company except
in the ordinary course of business and on arm’s length commercial terms; |
| (d) | other than in its normal course of business and on arms-length
basis, enter into any partnership, profit-sharing or royalty agreement whereby the income of the Customer or its profits are, or might
be, shared with any other person, firm or company or enter into any management contract or similar arrangement whereby the business of
the Customer or its operations are managed by any other person, firm or company; |
| (e) | finance or make advances (other than in the normal course of
business) to any person; |
| (f) | create or permit to subsist any further mortgage, charge, pledge,
lien, right of setoff, caveats and any security interests of any nature (“Security Interest”) over any part of the properties,
assets, business or undertaking (both present or future) of the Customer or, where applicable, of any security party which has been charged
or is offered as security to the Bank from time to time, except: |
| (i) | liens arising by operation of law, and securing obligations
not more than 30 days overdue; |
| (ii) | liens or rights of set off arising in the normal course of trading
relating to liabilities the aggregate amount of which is in the opinion of the Bank (which opinion shall be final and binding upon the
Customer) is not material; and |
| (iii) | Security Interest which may be consented to by the Bank in writing
from time to time. |
For the purposes
of this paragraph, the expression “assets” includes but is not limited to any revenues and property moveable and immoveable
of any kind.
Commercial Financing (Companies) – Letter of Offer
Page 30 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 1. | Guidelines
on Dishonoured Cheques Information System (DCHEQS Guidelines) |
In accordance
with the provisions of the DCHEQS Guidelines issued by Bank Negara Malaysia from time to time, the Bank reserves the right to close any
or all current accounts once the Customer has been listed as a frequent issuer of dishonoured cheques on DCHEQS.
| 2. | Direction to Financial Institutions (BNM/RH/CIR000-2) |
The Bank
shall comply with the regulation as set out by Bank Negara Malaysia and will act accordingly to the law and regulation to protect both
the Customer’s and the Bank’s interest.
| 3. | Foreign Account Tax Compliance Act |
FATCA is
being implemented through a combination of U.S. Treasury Regulations and government-to-government agreements (also known as Intergovernmental
Agreements or IGAs) which requires Financial Institutions outside the U.S. to provide information regarding their customers who are U.S.
Persons to the U.S. Internal Revenue Service (“U.S. IRS”). Affin Bank Berhad (“the Bank”) and its related companies
and affiliates are subject to and required to, or have agreed to comply with FATCA (“FATCA Reporting Requirement”). In view
of this, the Bank is required to collect information about each of its customers under the FATCA Reporting Requirement. If you are a U.S.
Person, we may need to furnish the Inland Revenue Board of Malaysia (“IRBM”) your account information, which may then be shared
with the U.S. IRS.
| 4. | Common Reporting Standard of Financial Account Information
in Tax Matters |
Under the
CRS developed by the Organisation for Economic Co-operation and Development (“OECD”), governments agree to exchange information
automatically with one another on tax residents maintaining financial accounts in each other’s jurisdictions. The Income Tax (Automatic
Exchange of Financial Account Information) Rules 2016 (“CRS Rules”) issued by the Ministry of Finance Malaysia on 19 December
2016 which came into operation on 1 January 2017 requires every Reporting Financial Institution to identify Reportable Account maintained
by the Reporting Financial Institution by applying the due diligence procedures as specified in the OECD CRS. The Bank and its related
companies and affiliates are required to comply with the CRS Rules (“CRS Reporting Requirement”).
Commercial Financing (Companies) – Letter of Offer
Page 31 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
In view
of this, the Bank is required to collect information about your tax residence(s) under applicable tax regulations. If you are not a tax
resident of Malaysia, we may need to furnish the IRBM your account information, which may then be shared with other tax authorities of
the CRS participating jurisdiction.
Each jurisdiction has its own
rules for defining tax residence, and jurisdictions have provided information on how to determine if you are resident in a jurisdiction
on the following website:
http://www.oecd.orq/tax/automatic-exchanqe/crs-implementationandassistance/tax-residency/
As a Financial
Institution, we are not allowed to give tax advice. Please consult your tax adviser if you require assistance in determining your tax
residence(s).
| EE. | OTHER TERMS AND CONDITIONS |
| 1. | No divestment of shares by the existing major shareholders without
the Bank’s prior written consent. |
| 2. | No dividends are to be declared without the Bank’s prior written
consent. |
| 3. | Submission of half-yearly management account within 60 days
of reporting date. |
| 4. | The Customer is required to keep the Bank informed in writing
within 30 days of any developments which may change the course of the company’s normal business operations during the tenure of the facilities. |
| 5. | All legal procedures, if any, in securing the facilities are
to be handled by a firm of solicitors on the Bank’s panel and legal fees and expenses in connection or incidental to the granting of
these facilities including stamping fees, solicitor’s fees on a solicitor and client basis shall be borne by the Customer. |
| 6. | The Bank has the right to set-off all available balance in the
Customer’s accounts including current account, investment account and other accounts towards the settlement of any banking facilities
granted by the Bank. |
| 7. | Subject to Shariah principles, the Bank reserves the right to
vary or impose additional terms and conditions to meet its internal policy guidelines to comply with any guidelines introduced by the
Bank Negara Malaysia or any relevant authorities from time to time. |
| 8. | That the Customer shall be liable to pay all fees and expenses
including the Bank’s solicitor’s fee (on a solicitor - client basis) if any money granted to the Customer shall be required to be recovered
by any process of law or by our solicitors. |
Commercial Financing (Companies) – Letter of Offer
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Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 9. | All banking facilities are granted conditional upon the Customer
conducting the account satisfactorily within the limit at all times. Notwithstanding the above, the Bank reserves the right to review,
recall, cancel or change the terms and conditions as and when the Bank deems it necessary at its absolute discretion subject to Shariah
principles irrespective of whether the same is made before or after this offer. |
| 10. | The Bank is authorized to deduct the installment, takaful payment/insurance
premium, and other miscellaneous expenses due pertaining to the financing facility from the Customer’s current/savings account, at any
time deemed fit by the Bank notwithstanding any terms and conditions contained in any security documents regarding payment of the financing
facility and without prejudice to the Bank’s right under the security documents. |
| 11. | The Customer is required to give one (1) month notice in writing
to the Bank if the Customer desires to settle the facility in full or partially in a manner other than as provided for in the payment
schedule, otherwise, the Bank shall have the right to factor in such associated costs or charges in the exercise price formula under
the respective purchase undertaking accordingly or in reducing the ibra’ amount, whichever applicable. Prepayment, if any shall be in
multiples of the installment amount. |
| 12. | The Bank has the right to appoint valuers from the Bank’s panel,
the cost to be debited from your account with the Bank. |
| 13. | In compliance with Section 57 of the Islamic Financial Services
Act 2013 [Act 759] and BNM’s “Guidelines on Credit Transactions and Exposures with Connected Parties for Islamic Bank” and
includes any replacement guidelines/specifications/circulars issued by BNM from time to time in connection therewith, the approval and
operation or utilization from time to time of such facilities are strictly subject to: |
| (a) | neither the Customer nor any of the Customer’s partners/directors/shareholders/managers
or agents of the Customer or guarantors under the facilities is/are directly related to any directors, officers, or employees of the
Bank currently or any time in the future, either as parent, spouse, or child; |
| (b) | the Bank reserves the right to recall the facilities under such
circumstances; and |
| (c) | the Customer undertakes to advise the Bank immediately if any
of the above relationship is established or discovered at any time. |
| 14. | The Customer is to submit extract of minutes of the Directors’
Resolution and Board of Directors’ meetings (duly certified by the Company’s Secretary) to the Bank within 30 days of such meetings with
regards to any of the following:- |
| (a) | a significant change in the business direction, |
Commercial Financing (Companies) – Letter of Offer
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Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| (b) | any changes in key senior management personnel and the composition
of the board of directors, and |
| (c) | notice of litigation by third parties. |
Save as aforesaid, the Bank’s consent
needs to be obtained for any of the changes below mentioned;
| (a) | a change in the shareholders and the respective shareholdings; |
| (b) | the procurement of any additional credit; and |
| (c) | acquisition of assets approved by any relevant authorities. |
| 15. | The Bank has the right to conduct visits to the Customer’s premises
to verify the on-going nature of the business and to inspect the books of your company, for the purpose of developing a good banker-customer
relationship. The Customer undertakes to extend the utmost co-operation by providing full disclosure of records and all relevant information
affecting the operations of the business. |
| 16. | The Trade Financing facilities are subject to periodical review
and recallable on demand and its utilization are subject to the Bank’s standard terms and conditions under the Trade Financing facilities. |
| 17. | Any other terms and conditions as may be required by the Bank
from time to time subject to Shariah principles shall apply and binding. |
| 18. | Any decision or conclusion related to the Shariah matters pronounced
and/or made by the Bank’s Shariah Committee, the Shariah Advisory Council of BNM and/or any related bodies will absolutely bind customer
for past, present and future agreement/s. |
| 19. | That the terms and conditions in this Letter of offer contained
are not exhaustive and that this Letter of Offer when accepted forms a provisional agreement until a fully legalized agreement drawn
up by the Bank’s panel solicitors has been duly executed. On such signing the terms and condition in this Letter of offer contained shall
be part of the agreement and/or any relevant security documents whether express in the same or otherwise. |
| 20. | The facilities are to be utilized for activities that are in
line with Shariah principles and the goods (if any) must be “halal” goods only. |
| 21. | The Customer is to execute to the Bank a Letter of Authority
to debit the Customer’s account with the Bank for the recovery of the monthly Installments and miscellaneous expenses. |
Commercial Financing (Companies) – Letter of Offer
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Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 22. | Without prejudice to the foregoing terms and provisions and
in addition and without prejudice to any other powers, rights and remedies which the Bank may be entitled to, you shall indemnify the
Bank and hold the Bank harmless from and against any losses, damages and expenses, whatsoever, legal or otherwise (including but not
limited to all legal costs incurred by the Bank on a solicitor and client basis) which the Bank may sustain, suffer or incur as a consequence
of any default in the payment of the facilities on the same or any portion of the same, or any other amounts payable hereunder or on
account of the non-observance of all or/any terms stipulations agreements and provisions on the Customer’s part and such losses, damages
and expenses shall include but not limited to such amount as the Bank shall certify (such certification being accompanied by the basis
and calculation of such amount and being conclusive and binding upon the Customer save for any manifest error). |
| 23. | It is agreed and declared by the parties to this Letter of Offer
that notwithstanding any of the provisions of this Letter of Offer to the contrary, any provision or term of this Letter of Offer may
at any time and from time to time be varied or amended subject to Shariah principles by means of a notice to the Customer given in accordance
with the provision of this Letter of Offer and such variation and amendment shall thereupon become effective and the relevant provisions
of this Letter of Offer shall be deemed to have varied or amended accordingly and shall be read and construed as if such variation and
amendment has been incorporated in and has formed part of this Letter of Offer at the time of execution hereof. |
| 24. | If any of the terms and conditions of this Letter of Offer contradicts
with any terms and conditions in the security documents, the terms stipulated in the security documents shall prevail. |
| 25. | If any of the provisions of this Letter of Offer becomes invalid,
illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired. |
| 26. | The Bank reserves the right in particular to terminate the relationship
should there be, in the Bank’s opinion, a material adverse change in the circumstances, financial or otherwise. Notwithstanding the above,
the indebtedness under the facilities are payable on demand and the liability in the same under shall remain continuing until full settlement. |
| 27. | The Customer agrees and confirms that the continued utilization
of the Facility(ies) here are strictly conditional upon its compliance and the compliance of its security parties with the provision
of the Limited Liability Partnership Act 2012 and all its regulations issue there under. |
Commercial Financing (Companies) – Letter of Offer
Page 35 of 37
Customer: SAGTEC GROUP SDN BHD (1283508P))
Ref. No. : SDS/2021/BC-TTDI/32362/ABY
Date : 16 July 2021 | |
| 28. | In addition, in the event of default and the financing turns
to Impaired Financing (Non-Performing Financing) status, the Bank may at its sole and absolute discretion (but not obliged to) without
notice to you, exercise its option of cancelling the Takaful Coverage and recover the policy cash / surrender value to reduce the outstanding
balance of the said financing. |
| 29. | In the event of claim, all benefits payable under the Takaful
coverage taken up will be made directly to the Bank and will be first used to offset any outstanding Facility due to the Bank. The remaining
benefits (if any, after the set-off) will be payable to you or your estate (as the case may be). |
| 1. | The Customer agrees and confirms that this Facility and any
transaction entered into pursuant to this Facility are subject to and in conformity with Shariah principles, as ascertained by the Shariah
Advisory Council (SAC) of |
Bank Negara Malaysia and/or any other authority having
jurisdiction over the Bank.
| 2. | Where in any proceedings relating to this Facility and any transaction
entered into pursuant to this Facility before any court or arbitrator any question arises concerning a Shariah matter, the court or the
arbitrator, as the case maybe shall: |
| a) | take into consideration any published rulings of the SAC; or |
| b) | refer such question to the SAC for its ruling. |
| 3. | Any such rulings made by the SAC shall be final and binding
among the Customer and the Bank and the court or arbitrator making a reference to the SAC. |
| 4. | If at any time before or during this Facility and any transaction
entered into pursuant to this Facility, it is discovered or it has come to the attention of the Customer and the Bank that any aspect
or part/portion of this Facility, is likely to infringe any Shariah principles, guidelines, specifications, standards or circulars, the
Customer and the Bank agree that the relevant provision and/or term shall be amended/varied for compliance purpose. The amendment or
variation is to such extent as is necessary to be in conformity with Shariah principles, guidelines, specifications, standards or circulars.
The Bank shall be entitled to issue such amendments or variations by giving the requisite twenty one (21) calendar days’ notice to the
Customer. |
| 5. | The Customer agrees that the Indebtedness arising from the Customer’s
utilization of the Facility shall remain intact and owing and shall not in any way or manner be affected adversely by any Shariah ruling
as above. |
- END -
Commercial Financing (Companies) – Letter of Offer
Page 36 of 37
LETTER OF SET- OFF
(First/Third party)
Between
THE PERSON NAMED IN SECTION 2
OF THE FIRST SCHEDULE
(as the “Chargor”)
And
AFFIN ISLAMIC BANK BERHAD
(as the “Bank”)
SOLICITORS
M/s. Manjit Singh Sachdev,
Mohammad Radzi & Partners
Advocates & Solicitors
No. 1, 11th Floor, Wisma
Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja Laut,
50350 Kuala Lumpur.
Tel : 03-2698
7533 Fax: 03-2692 0057
E-mail: manjs@mssmr.com
[File Ref: 204044/21/MS/ZU/REIN/AIBB/LDNT(e)]
 |
LEMBAGA HASIL DALAM NEGERI MALAYSIA
CAWANGAN KUALA LUMPUR BANDAR
TINGKAT 3,4,6,7,10,15 DAN 17, MENARA
OLYMPIA
NO.8, JALAN RAJA CHULAN
50200 KUALA
LUMPUR
WILAYAH PERSEKUTUAN KUALA LUMPUR |
Telefon : 03-2059
3600
Fax: 03
2059
3600
www.hasil.gov.my |
Bil Surat Tuan :
204044/21/MS/ZU/REIN/AIBB/LDNT(E)
Tetuan/Tuan/Puan
SAGTEC GROUP SDN. BHD.
10-2, Jalan Tanjung SD 13/2,
Bandar Sri Damansara,
52200 Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
| Nombor Adjudikasi: T01BEA320AXW019 |
Tarikh: 06/09/2021 |
Tuan,
NOTIS TAKSIRAN SEKURITI
(DUTI AD VALOREM)
Jenis Surat Cara: LETTER OF SET-OFF (FIRST/THIRD PARTY)
Permohonan tuan bertarikh
30/08/2021 di bawah Seksyen 36, Akta Setem 1949 dirujuk.
| 2. | Dimaklumkan duti sebanyak RM 30.00 kena dibayar mengikut
pengiraan seperti lampiran. |
| 3. | Sila jelaskan duti tersebut selewat-lewatnya pada 06/10/2021.
Bayaran boleh dibuat kepada Pemungut Duti Setem: |
| a) | Secara elektronik melalui Financial Process Exchange (FPX) atau |
| b) | Di kaunter Pejabat Setem / Pusat Khidmat Hasil secara: |
● Bank Deraf atau
● Cek Akaun Anak Guam atau
● Kiriman Wang atau
● Wang Pos atau
● Tunai
| 4. | Kelewatan membayar duti boleh dikenakan penalti di bawah Seksyen
47A, Akta Setem 1949. |
Sekian, terima kasih.
“BERKHIDMAT UNTUK NEGARA”
“BERSAMA MEMBANGUN NEGARA”
PEMUNGUT DUTI SETEM LHDNM
Cetakan komputer ini tidak memerlukan tandatangan.
| No Adjudikasi:T01BEA320AXW019 |
Lampiran |
| | |
|
|
| PENGIRAAN DUTI YANG DIKENAKAN (SUBSIDIARI) | |
|
|
| Bhg. A: Sekuriti |
|
|
| | |
| (a) Jumlah Pinjaman / Bayaran |
|
|
RM | 825,000.00 | |
| Bhg. B: Duti yang dikenakan |
|
|
| | |
| (b) Duti yang dikenakan ke atas (a) |
|
|
RM | 10.00 | |
| (c) Tolak amaun duti yang diremitkan / dikecualikan |
|
|
RM | 0.00 | |
| (d) Duti yang dikenakan |
|
|
RM | 10.00 | |
| (e) Penalti yang dikenakan** |
|
|
RM | 0.00 | |
| (f) Salinan |
|
|
RM | 20.00 | |
| (g) Jumlah besar duti yang kena dibayar | |
|
RM | 30.00 | |
| | |
|
| | |
** Penalti
Sesuatu dokumen hendaklah disetemkan dalam tempoh 30 hari dari tarikh ianya disempurnakan dalam Malaysia atau dalam tempoh
30 hari selepas la diterima dalam Malaysia sekiranya la disempurnakan diluar Malaysia. Sekiranya la tidak disempurnakan dalam tempoh yang
ditetapkan, penalti sebanyak:
| (a) RM25.00 atau 5% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya
la disetemkan dalam tempoh 3 bulan selepas masa untuk penyeterman. |
(b) RM50.00 atau 10% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan
selepas tempoh 3 bulan tetapi tidak lewat daripada 6 bulan selepas masa untuk penyeteman. |
(c) RM100.00 atau 20% daripada duti yang berkurangan, yang mana lebih tinggi, sekiranya la disetemkan
selepas 6 bulan selepas masa untuk penyeteman. |
Salinan Kepada:
Manjit Singh Sachdev, Mohammad Radzi & Partners
No.1, 11th Floor, Wisma Havela Thakardas,
Jalan Tiong Nam, Off Jalan Raja
Laut,
Kuala Lumpur.
50350 Kuala Lumpur
Wilayah Persekutuan Kuala Lumpur
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
LETTER OF SET-OFF (FIRST/THIRD PARTY)
THIS LETTER
OF SET-OFF is made on the date stated in Section 1 of the First Schedule by THE PARTY whose name and particulars are stated in Section
2 of the First Schedule of this document (“Chargor”). This Letter of Set-off is given in favour of AFFIN ISLAMIC BANK BERHAD
(Registration No. 200501027372 (709506-V)), a company incorporated in Malaysia and having a place of business in Malaysia as stated in
Section 3 of the First Schedule of this document (the “Bank”).
RECITALS
Reference
is made to a Facilities Agreement made between THE PARTY whose particulars are set out in Section 5 of the First Schedule (the “Customer”)
and the Bank and entered into on the date stated in Section 4 of the First Schedule. In the absence of the Facilities Agreement, the Letter
of Offer issued by the Bank and accepted by the Customer on the date stated in Section 4 of the First Schedule shall be the Facilities
Agreement. By the Facilities Agreement or the Letter of Offer the Bank has granted or agreed to grant or to continue to grant or made
available to the Customer the Facilities.
| (B) | EXECUTION OF CHARGE OVER CASH DEPOSITS AND LETTER OF SET- OFF |
It was agreed that the Facilities,
profit and all other moneys owing and payable by the Customer under the terms of the FA or LO shall be additionally secured by this Letter
of Set-Off and the Charge over Cash Deposits (as defined in this Letter of Set-Off).
ARTICLE I
DEFINITIONS
AND INTERPRETATION
Section 1.01 DEFINITIONS AND INTERPRETATION
| (a) | Except where the context otherwise requires or unless this Letter
of Set-Off otherwise provides, all words and expressions defined in the FA when used or referred to in this Letter of Set-Off shall have
the same meaning as that provided in the FA. |
| (b) | The Facilities shall refer to facilities granted or agreed to
be granted or continue to be granted (past, present or future amount) to the Customer or any portion of it. |
| (c) | In addition to those words and expressions already defined in
the FA, the following words and expressions shall, unless the context otherwise requires, have the meaning respectively assigned to them
as per the following: |
| “Bank” | |
AFFIN ISLAMIC BANK BERHAD (Registration No. 200501027372 (709506-V)) and having a place of business stated in Section 3 of the First Schedule of this Letter of Set-Off. |
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| “Letter of Set-Off or Document” |
|
Refers to this document. |
| |
|
|
| “Chargor” |
|
The person
named in Section 2 of the First Schedule. If more than one, to refer to any of them jointly and severally. If this Letter of Set-Off is
a First Party Letter of Set-Off, then the Chargor is also addressed as the Customer. |
| |
|
|
| “Charge over Cash Deposits or COCD” |
|
The Charge
over the Cash Deposits executed by the Chargor simultaneously or concurrently with this Document. |
| |
|
|
| “Customer” |
|
The person
named in Section 5 of the First Schedule. If more than one, to refer to any of them jointly and severally. |
| |
|
|
| “Deposits” |
|
Such deposits
and profit accruing on the deposits or any part of it as described in Section 2.01 and identified in Section 5 of the COCD. It is wide
enough to include deposits in savings or term deposits, money market instruments, repurchase agreements, cash margins, escrow accounts,
sinking fund accounts, continuing deposits or other forms of deposits. It also includes the New Deposits referred in this Document. |
| |
|
|
| “Facilities or Facility” |
|
All or any
part of the facilities granted or to be granted or continue to be granted or made available by the Bank to the Customer in accordance
with the terms and conditions in the FA and/or LO. |
| |
|
|
| “Facilities Agreement or FA” |
|
The agreement
made between the Bank and the Customer on the date as stated in Section 4 of the First Schedule. In the absence of an FA, the Letter of
Offer issued by the Bank and accepted by the Customer on the date as stated in Section 4 of the First Schedule. FA includes any supplemental,
variation or amendment. |
| |
|
|
| “Indebtedness” |
|
The aggregate of all monies whether principal, profit, compensation,
costs, charges or otherwise outstanding or payable or agreed to be payable by the Customer or any Security Party from time to time whether
solely or jointly with any other person(s) and whether as principal debtor or surety. The fixedlndebtedness also include all liabilities
and obligations whether present or future or actual or contingent for the payment of all monies by the Customer
or any Security Party in respect of or arising from the Facilities and the Security Documents. |
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| “Letter of Offer or LO” |
|
The LO and
standard or specific terms and conditions issued by the Bank and duly accepted by the Customer as set out in Item 4 of the First Schedule.
LO includes any supplemental, variation or amendment. |
| |
|
|
| “New Deposits” |
|
The New Deposits
as described in Section 2.02. |
| |
|
|
| “Security Interest” |
|
Includes
(without limitation) any mortgage, charge, pledge, lien, right of set-off, caveats and any security interests of any nature in any property
whether moveable or immoveable of any kind-created or arising. |
| (a) | The expression “Letter of Set-Off’ or “Document”
includes any separate or independent agreement contained and also includes any amendment notified by the Bank or agreed by the parties
to this Letter of Set-Off. |
| (b) | The expression “person” shall include any individual,
firm, partnership, company or association or body of persons, corporate or unincorporated. If more than one, their obligations or liabilities
shall be joint and several. |
| (c) | Words importing the singular shall include the plural and the
same applies in reverse (vice versa). Words importing one gender shall include all other genders and the same applies in reverse (vice
versa). |
| (d) | The headings used are for purposes of reference only and shall
not be used in the construction of this Document. |
| (e) | Terms in this Document are binding on heirs, personal representatives,
estate, successors in titles or permitted assigns of the parties. |
| (f) | The expression “and/or” also includes “or”
(where applicable). The word “all” includes “any” and the same applies in reverse (vice versa). It also includes
any part or portion of the Facilities or Indebtedness or any amount due. |
| (g) | Any action to be done at anytime shall also include any action
to be done from time to time and the same applies in reverse (vice versa). |
| (h) | The word “entering into”, “entered into”,
“made available”, “granted”, “having agreed to grant or make available to” shall refer to past, present
and future consideration for this Document and the usage of one phrase is sufficient to include all the past, present and future consideration
without the need to repeat all the phrases. |
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| Section 1.03 | FA INCORPORATED INTO THIS LETTER OF SET-OFF |
All the provisions
of the FA form part of this Letter of Set-Off. All representations, warranties and covenants made by the Customer in the FA shall be considered
as if it has also been made by the Chargor. References to the Customer in the FA shall be read as if they were references to the Chargor.
In the event of any conflict or discrepancy between the provisions of the FA and any of the provisions of this Letter of Set-Off, the
provisions in this Letter of Set-Off shall prevail for the purposes of interpretation and enforcement, but only to the extent of such
conflict or discrepancy.
ARTICLE II
DEPOSITS
| Section 2.01 | RIGHT OF SET-OFF |
In consideration
of the Bank entering the FA with the Customer, at the request of the Customer and/or the Chargor, the Chargor agrees that the Bank shall
have a continuing right at any time, subject to compliance with Shariah principles and with prior notice of at least seven (7) calendar
days, transfer or set-off all or any part of the principals and/or accrued profits in respect of the Deposits. The right to transfer or
set-off the Deposits with accruing profit is for payment or satisfaction of:
| (a) | all Indebtedness due or owing to the Bank by the Customer or
the Chargor or any other Security Party as principal debtor or guarantor; |
| (b) | all other joint or several liabilities of the Customer or the
Chargor or any other Security Party to the Bank. The liabilities may be in or outside Malaysia and include all present, future, actual
or contingent liabilities due or owing to the Bank by the Customer or the Chargor or any other Security party as principal debtor or
guarantor; and |
| (c) | all costs (including legal costs on a solicitor and client basis)
charges and expenses incurred by the Bank in relation to this Letter of Set-off or such Indebtedness or liabilities on a full indemnity
basis. |
However, if any of the liabilities
is in a different currency from the credit balance in respect of which the Bank seeks to exercise the right of set-off, the Bank shall
have the right to utilise the currency of the account in credit for the purchase, at the spot rate of exchange, of an amount in the currency
of the said liability not exceeding the amount of such liability.
Notwithstanding the above, the
Chargor agrees and confirms that the Bank shall be entitled and authorised to utilise all and/or any part of the principals and/or accrued
profits in respect of any of the Deposits to apply for new Deposits (the “New Deposits”) on behalf of the Chargor upon the maturity
of the Deposits.
| Section 2.03 | RIGHTS TO RENEW ACCOUNTS/UPLIFT DEPOSITS |
| (a) | The Chargor agrees that the Bank shall have the right to extend
or renew any of the accounts mentioned in Sections 2.01 and 2.02 above, on behalf of the Chargor from time to time for such period and
at the prevailing rate offered by the Bank without reference to the Chargor. The Bank’s debt constituted by such Deposits shall
not be paid to the Chargor until all Indebtedness of the Customer to the Bank has been fully paid and discharged. The Chargor
shall have no right to withdraw transfer or deal with any part of the Deposits. |
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| (b) | The Chargor agrees that the Bank shall be entitled to uplift
or liquidate any Deposits, prior to its maturity. In the event the Bank uplifts or liquidates the Deposits before its maturity, the Bank
shall not be liable in respect of any loss which the Chargor may suffer as a result of such uplifting or liquidating except for losses
or damages caused by the Bank’s negligence, default or fraud. |
| Section 2.04 | UNDERTAKINGS OF THE CHARGOR |
The Chargor undertakes that there
is no Security Interest or encumbrances over all or any part of the Deposits and confirms that:
| (a) | until the obligations of the Chargor to the Bank have been fully
discharged, the Chargor shall not during the subsistence of this Letter of Set-Off without the consent in writing of the Bank execute
any form of Security Interest or encumbrances over the Deposits. The Bank shall not unreasonably withhold such consent; and |
| (b) | this Letter of Set-Off shall not affect security already given
by the Chargor or any other security which may in future be given to the Bank by the Chargor. |
ARTICLE III
MISCELLANEOUS
PROVISIONS
| Section 3.01 | STATEMENT OF ACCOUNT |
A statement
of account in writing stating the amount payable by the Chargor under this Letter of Set-Off issued by an authorised officer of the Bank
shall in the absence of obvious error be conclusive evidence of the Indebtedness.
In addition and without prejudice to
the provisions of this Letter of Set-Off:
| (a) | in the event that the Chargor being a Company or limited liability
partnership (“LLP”), enters into liquidation by passing of a resolution or by presentation of a court petition or a manager
and or receiver is appointed in respect of all or any part of the Chargor’s business, undertakings or properties or assets; or |
| (b) | in the event that the Chargor being an individual or partnership,
commits an act of bankruptcy, becomes mentally incapacitated or dies, |
the Indebtedness or liabilities (including both actual and contingent liabilities) under this
Letter of Set-Off shall become immediately due and payable. The Bank may, subject to compliance with Shariah principles, exercise its
right to set-off in this Letter of Set-Off or such other rights as provided in the Charge over Cash Deposits or in the Facilities Agreement.
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| Section 3.03 | RIGHT TO RETAIN DEPOSITS |
Until all
the Indebtedness have been satisfied, the Bank shall continue to hold this Letter of Set-Off and retain such Deposits of the Chargor (including
statements or receipts) in the custody of the Bank. After full payment, the Deposits shall be considered surrendered to the Chargor.
| Section 3.04 | OTHER SECURITIES NOT AFFECTED |
Nothing continued in this Letter
of Set-Off shall affect any other security held by the Bank at any time to secure the Indebtedness.
Time shall be of the essence of this
Letter of Set-off.
| Section 3.06 | REPRESENTATIONS AND WARRANTIES |
The Chargor
has: (i) the capacity to execute, deliver and perform the terms of this Letter of Set-Off; (ii) is the absolute and beneficial owner of
all the Deposits free from any Security Interest or encumbrances. The Chargor has not sold or disposed of any part of the Deposits; and
(iii) this Letter of Set-Off constitutes valid and binding obligations of the Chargor.
| Section 3.07 | AMENDMENTS AND ADDITIONAL TERMS |
| (a) | Subject to compliance with Shariah principles, it is agreed
and declared by the parties that the provisions and terms of this Letter of Set-Off may at any time be varied or amended by the Bank
by giving prior notice (together with the reasons for such variation or amendment) of at least twenty-one (21) calendar days to the Chargor. |
| (b) | If the Chargor is not agreeable to the amended terms and conditions
of this Letter of Set-Off, the Chargor shall notify the Bank. |
| (c) | In the event the Chargor does not raise any objections within
the twenty-one (21) calendar days after the notice of amendments, the Chargor shall be considered to have accepted the amendments to the
terms and conditions of this Letter of Set-Off. |
Any term
or condition of this Letter of Set-Off which turns out to be illegal or invalid shall not cause the remaining terms and conditions to
be likewise illegal or invalid.
| Section 3.09 | SUSPENSE ACCOUNT |
Any monies
received by the Bank under this Letter of Set-Off may be placed and kept to the credit of a non-income bearing Shariah-compliant suspense
account for so long as the Bank thinks fit. The Bank is not obliged to apply the monies to discharge the Indebtedness under this Letter
of Set-Off. In the event of any proceedings in bankruptcy, liquidation, composition or arrangement the Bank may prove for and agree to
accept any dividend or composition as declared by the relevant authority.
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| Section 3.10 | CHANGES IN CONSTITUTION |
This Letter
of Set-Off shall continue to be valid and binding for: (i) in the case of the Chargor being an individual, the Chargor’s death, bankruptcy,
mental incapacity; (ii) in the case of the Chargor being a partnership, by reason of a change in the membership of the partnership. If
Chargor is a corporation, changes in the name or style by amalgamation, liquidation, winding up and reconstruction shall not affect this
Letter of Set-Off.
| Section 3.11 | TRANSFER OF SECURITY |
| (a) | Save and except if the transfer and/or assignment is to the
detriment of the Chargor, the Bank may (subject to compliance with Shariah principles) at any time transfer, sell, participate in secondary
debt markets or assign all or any part of its rights, benefits and obligations under this Letter of Set-Off by notice to the Chargor.
The Bank may disclose to such potential assignee or third party such information regarding the Customer and/or Chargor for all lawful
or legitimate purpose to facilitate the transfer, sale or assignment. |
| (b) | Any statement in the transfer, sale or assignment of the amount
then due to the Bank under this Letter of Set-Off, FA or LO shall be conclusive and binding on the Chargor except for obvious errors. |
| (c) | The Chargor shall not assign any of its rights or obligations
in this Letter of Set-Off without the prior written consent of the Bank. |
| Section 3.12 | PAYMENT IN GROSS |
All monies
received from the Chargor from the set-off of the Deposits may be treated by the Bank as payments in gross. It will not be attributable
to any specific part of the Indebtedness even if appropriated as such by the Bank. The Chargor or any other person claiming under the
Chargor shall have no claim to the Deposits unless and until the Bank has received the full amount due to the Bank by the Customer or
Chargor.
| Section 3.13 | CHARGOR AS PRINCIPAL DEBTOR |
The Chargor’s
liability under this Letter of Set-Off is as a principal debtor unless the Bank agrees to limit the Chargor’s liability to the Deposits
only.
| Section 3.14 | DISCLOSURE AND INFORMATION |
The Chargor
agrees and permits the Bank to disclose any information relating to the Chargor to:
| (a) | the Central Credit Unit, Dishonoured Cheques Information System
(DCHEQS) and Central Credit Reference Information System (CCRIS) of Bank Negara Malaysia (BNM) or such other authority having jurisdiction
over the Bank; or |
| (b) | any party (including professional advisers and debt collection
agent) pursuant to any enforcement,
preservation and/or attempted enforcement or preservation of this Letter of Set-Off; or |
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| (c) | any party providing additional security or any guarantor; or |
| (d) | any party or authority, if required by any law, regulation or
by-law or pursuant to any order from any court of competent jurisdiction; or |
| (e) | companies which are now or which in the future may be subsidiaries
within the banking group of the Bank, subject to the Islamic Financial Services Act 2013 [Act 759]] and any regulations from BNM; or |
| (f) | any credit reporting agencies. |
The full Privacy
Notice is contained in the Bank’s official website at www.affinislamic.com.myln the event of conflict, the Privacy Notice to prevail but
only to the extent of such conflict.
The Chargor
expressly consents to the Bank conducting credit checks on the Chargor for the purpose of this Letter of Set-Off at the Central Credit
Bureau, CCRIS, CTOS Sdn Bhd, DCHEQS, Financial Information Services Sdn Bhd (FIS), RAM Credit Information Sdn Bhd or any registered credit
reporting agencies.
The above
is in addition to any disclosure allowed by BNM or other regulatory authority. In the event of conflict, the disclosure allowed by BNM
or other regulatory authority shall prevail.
Section 3.15 CHARGES AND EXPENSES
| (a) | The Chargor shall on demand pay: |
| (i) | to the Bank all expenses (including legal and out-of-pocket
expenses on a full indemnity basis) incurred by the Bank in connection with the negotiation, preparation or completion of this Letter
of Set-Off; |
| (ii) | any expenses agreed to be paid by the Customer under the FA
and/or LO which forms part of the Indebtedness. |
| (iii) | if any amount due under the FA and/or LO shall be required to
be recovered through any process of law, or placed in the hands of solicitors for recovery, to pay all the solicitors’ fees and
expenses on a solicitor-client basis. |
For the purpose of sub-clauses
(i) to (iii) above, the Bank shall have the right (subject to compliance with Shariah principles) to debit any account of the Chargor
with the Bank.
| (b) | The Chargor agrees to indemnify and keep the Bank indemnified
against any other losses (not specified above) which may be incurred as a result of the Chargor’s breach of the terms and conditions
of in this Document. However, the Chargor will not be liable if the losses, damages or expenses are caused by the Bank’s negligence,
default or fraud. |
| Section 3.16 | SUCCESSORS BOUND |
This Letter of Set-Off shall be binding upon the heirs, personal representatives, successors in title and permitted assigns of the Chargor
and on the successors in title and assigns of the Bank.
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| (a) | The rights of the Bank under this Letter of Set-Off are cumulative
and may be exercised as often as the Bank consider it reasonably appropriate. |
| (b) | The rights of the Bank shall not be capable of being waived
or varied except in writing. |
| (c) | No failure or delay in exercising nor any omission to exercise
any rights or remedy of the Bank under this Letter of Set-Off upon any breach of the Chargor shall affect such right or remedy of the
Bank. |
| (d) | It shall also not be regarded as the Bank waiving its right
or remedy or accepting such a breach. |
| (e) | The Bank reserves the right to exercise its rights or remedy
at such future time without reference to the Chargor. |
| Section 3.18 | RIGHT TO COMBINE |
The Chargor
agrees that the Bank may (subject to compliance with Shariah principles) at any time upon a default pursuant to the provisions of the
FA and/or LO combine or consolidate all existing Deposits with prior notice of at least seven (7) calendar days to the Chargor. Where
the Deposits is jointly owned with a third party, consent must be obtained from the third party. Where combination or consolidation requires
conversion of currency, the Bank’s prevailing spot rate of exchange to be used and prior notice of at least seven (7) calendar days shall
be given to the Chargor.
| Section 3.19 | GOVERNING LAW AND JURISDICTION |
This Letter of Set-Off is governed
by the laws of Malaysia and the parties agree to submit to the jurisdiction of the Courts in Malaysia.
| (a) | Any notice, demand or other communication (including computer
generated notices/statements that do not require signature) from the Bank under this Letter of Set-Off shall be given in writing to the
Chargor at the Chargor’s address, facsimile numbers or electronically (including email) as stated in the Schedule and/or last appearing
in the Bank’s records. The notices may be given or made by post, facsimile, electronically (including email), personal delivery
or such other mode as may be determined by the Bank; |
| (b) | The notices or other communications are deemed to be received
by the Chargor: |
| (i) | in the case of post, five (5) days after the date of posting; |
| (ii) | in the case of facsimile, on the day of transmission; |
| (iii) | in the case of electronic mail, on the day it is sent provided
that the Bank has not received a failed or undeliverable message from the host provider on the date of transmission; |
| (iv) | in the case of personal delivery, at the time of receipt;
and |
| (v) | in the case of courier, at the time of receipt. |
| (c) | The Chargor expressly agrees with the Bank to inform the
Bank immediately of any change in the contact information such as correspondence address, phone number, facsimile
number and/or email address of the Chargor. Any change in the Chargor’s contact information such as address, phone number, facsimile number
and/or email address is not binding on the Bank unless the Chargor has given notice in writing to the Bank and/or via other channels provided
by the Bank. |
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| Section 3.21 | MODIFICATION AND INDULGENCE |
Subject to
compliance with Shariah principles, the Bank may at any time (by letter or other form of agreement), without in any way affecting this
Letter of Set-Off:
| (a) | grant to the Chargor any time or indulgence; or |
| (b) | renew any bill, notes or any negotiable securities; or |
| (c) | deal with, exchange, release or modify or abstain from perfecting
or enforcing any securities or other guarantees or rights it may now or from time to time have from or against the Chargor; or |
| (d) | compound with the Chargor or any persons claiming under the
Chargor; or |
| (e) | enter into any settlement arrangement with the Chargor, or
any person claiming under the Chargor; or |
| (f) | enter into any modification or indulgence under the terms
of the COCD, FA or LO. |
| Section 3.22 | FURTHER ASSURANCE |
The Bank may
from time to time, by notice to the Chargor require the Chargor do such acts or things or execute and deliver to the Bank, such documents
as may be necessary to preserve, improve or enforce all or any of its rights under this Letter of Set-Off.
| Section 3.23 | CONCURRENT REMEDIES |
| (a) | Upon occurrence of an Event of Default, the Bank shall have
the right to exercise all or any of the remedies available under this Letter of Set-Off. |
| (b) | The Bank shall be entitled to exercise such remedies at the
same time or at such other time. |
| (c) | In the event the Bank does not wish to exercise its remedies
under this Letter of Set-Off, the Bank may also institute civil suit against the Customer or Chargor to recover the Indebtedness under
the FA or LO. |
| Section 3.24 | DEFECTS IN RAISING OF FUNDS POWERS |
This Letter
of Set-Off shall not be impaired, invalidated or be rendered void as a result of any lack of raising of funds or other powers of the Customer,
Chargor or any Security Party.
It is agreed that the Schedule
shall be an essential part of this Letter of Set-Off and, in the event of any conflict or discrepancy, the schedule shall prevail for
enforcement and interpretation but only to the extent of such conflict or discrepancy.
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
| Section 3.26 | ADDITIONAL SECURITY AND STAMP DUTY |
IT IS AGREED AND DECLARED THAT
this Letter of Set-Off is additional security for all the Indebtedness of the Customer. Full stamp duty has been paid on the FA thus this
Letter of Set-Off is considered a subsidiary instrument.
(the remainder of this page has been left blank intentionally)
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
REMINDER:
The Chargor is reminded to read and understand the contents of this Letter of Set-Off before signing it voluntarily and to be fully aware
of the Chargor’s obligations. In the event there are any terms and conditions in this Letter of Set-Off that the Chargor does not understand,
the Chargor is hereby advised to seek independent advice and/or discuss further with the Bank’s representative before signing below.
| *Signed by for and on behalf of the |
) |
AFFIN ISLAMIC BANK BERHAD |
| Bank by its |
) |
(Registration No: 200501027372)(709506-V) |
| attorney in the presence of : |
) |
|
| |
/s/ ZARFIZAH BT ZABARUDDIN |
/s/ ROZILA BT ABDUL RASHID |
| |
Name: ZARFIZAH BT ZABARUDDIN |
ROZILA BT ABDUL RASHID |
| |
NRIC No: 720509-10-5768 |
720702-02-5356 |
| |
Designation: TEAM LEADER |
TEAM LEADER |
| /s/ NOOR ZUHAIRAH BINTI ISMAIL |
|
|
| NOOR ZUHAIRAH BINTI ISMAIL |
|
|
| (BC/N/ 1257) |
|
|
| Advocate & Solicitor |
|
|
| Kuala Lumpur |
|
|
| *Signed for and on behalf of the |
) |
SAGTEC GROUP SDN. BHD. |
| Chargor (authorised by the Board |
) |
(Registration No: 201801021489)(1283508-P) |
| resolution) in the presence of: |
) |
|
| /s/ NOOR ZUHAIRAH BINTI ISMAIL |
|
/s/ NG CHEN LOK |
|
| NOOR ZUHAIRAH BINTI ISMAIL |
|
Name: NG CHEN LOK |
|
| (BC/N/ 1257) |
|
NRIC No: 870203-06-5701 |
|
| Advocate & Solicitor |
|
Designation: DIRECTOR |
|
| Kuala Lumpur |
|
|
|
*Individual/Sole-proprietor/Partnership |
) |
|
signed by the Chargor(s) in the |
) |
|
presence |
) |
|
of: |
|
|
*(Select the relevant portion)
This
is the execution page of the Letter of Set-Off for banking facility granted by AFFIN ISLAMIC BANK BERHAD (Registration No: 200501027372)(709506-V)
to SAGTEC GROUP SDN. BHD. (Registration No: 201801021489)(1283508-P).
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
|
THE FIRST SCHEDULE
(To be read and construed as an essential
part of this Letter of Set-Off)
|
|
SECTION
|
ITEM |
PARTICULARS |
|
1 |
Date of this Letter of Set-Off |
30 AUG 2021 |
|
2 |
*(Where the Chargor is a limited company or other corporation) |
|
| |
Name of Chargor |
SAGTEC GROUP SDN. BHD. |
| |
Registration/Certificate of Incorporation No. |
201801021489 (1283508-P)
|
| |
Registered Address
*(Where the charger is an individual or natural Person)
Name of Charger Passport/Identity Card
No. Address
*
(Name of Sole-Proprietor-ship/Partnership/LLP)
Registration No.
|
81, Leboh Unta, Taman Berkeley,
41150 Klang, Selangor |
| |
|
|
| |
Letter of Set-Off (First/Third Party) |
| |
- |
Individual/SME/Corporate |
| |
- |
Islamic Banking |
|
SECTION
|
ITEM |
PARTICULARS |
|
3 |
Place of Business of the Bank in Malaysia
|
TTDI Branch
of No. 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur |
|
4 |
Date of Facilities Agreement
|
30 AUG 2021 |
| 5 |
*
Where the Customer is a limited company or other corporation
Name of Customer
Registration/Certificate of Incorporation No.
Registered Address
*
Where the Customer is an Individual
Name of Customer
Passport/Identity Card No.
Address
|
SAGTEC GROUP SDN. BHD.
201801021489 (1283508-P)
81, Leboh Unta, Taman Berkeley,
41150 Klang, Selangor |
PRIVATE & CONFIDENTIAL
| Our Ref |
: SDS/2022/BC-TTDI/34163/ABY |
| Date |
: 22 November 2022 |
SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
10-2, JALAN TANJUNG SD 13/2
BANDAR SRI DAMANSARA
52200 KUALA LUMPUR
Dear Sirs,
| Islamic
Banking Facility(ies) to SAGTEC GROUP SDN. BHD. (1283508P/201801021489) (THE “CUSTOMER”) for aggregate amount of RM1,820,472.00 |
We refer to our Letter of Offer dated 28 October
2022 and wish to advise that the reference number should be read as “SDS/2022/BC-TTDI/34163/ABY”.
Please be advised the above revision shall take
effect globally in the said Letter of Offer.
All other existing terms and conditions including
the security as per our previous Letter(s) of Offer are to remain unchanged unless specified otherwise in this letter.
For any enquiry regarding the terms and conditions
of the facility(ies) granted, kindly contact;
| Relationship Manager |
: Er Chun Sean |
| Contact no. |
: 03-77270906 |
| E-mail Address |
: seaner@affinbank.com.my |
Thank you.
Yours faithfully,
for AFFIN ISLAMIC BANK BERHAD
| /s/ Er Chun Sean |
|
/s/ Benjamin Chu |
| Authorised Signatory |
|
Authorised Signatory |
sm
APPENDIX ONE
THE GENERAL TERMS AND CONDITIONS
| A. | REPRESENTATIONS AND WARRANTIES |
The Customer represents and warrants
to the Bank that:
| 1. | the Customer has full legal right, authority, power and capacity to accept the facilities and to perform
the terms in this Letter of Offer. In the event the Customer is a company, the Customer is a company duly incorporated and validly existing
under the laws of Malaysia and has full power and authority to carry on its present business; |
| 2. | the terms of this Letter of Offer constitute legal, valid and binding obligations enforceable against
the Customer; |
| 3. | all consents authorizations and approvals which are required or advisable to be obtained in connection
with the acceptance, delivery, legality or enforceability of this Letter of Offer and the use of the facilities have been obtained and
are in full force and effect; |
| 4. | the Customer’s acceptance of this Letter of Offer and the performance of the terms in this Letter
of Offer will not contravene any law, regulation, order or decree of any governmental authority, agency or court to which the Customer
is subject; |
| 5. | the Customer is not in default under any agreement to which the Customer is a party or by which the Customer
may be bound and no litigation arbitration or administrative proceedings are presently current or pending or threatened against the Customer; |
| 6. | all information furnished by the Customer to the Bank in connection with the facilities are true and correct
and there has been no omission which would render the information inaccurate or misleading; |
| 7. | the Customer’s last audited accounts have been prepared in accordance with accounting principles
and practices generally accepted in Malaysia and give a true and fair view of the Customer’s financial position as at that date;
and |
| 8. | there are no winding-up proceedings currently pending or threatened against the Customer. |
During the tenor of the facilities the
Customer will:
| 1. | carry out the Customer’s business diligently and efficiently and in accordance with sound financial
practices; |
| 2. | furnish to the Bank all information reasonably required by the Bank in relation to the Customer’s
business and financial position; |
| 3. | keep full, proper and up-to-date accounts and furnish to the Bank within one hundred and eighty (180)
days from the end of each of the Customer’s financial year copies of the Customer’s balance sheet, profit
and loss account and report audited and certified by a qualified independent auditor; |
Commercial Financing (Companies) – Letter of Offer
Page 1 of 22 |  |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| 4. | keep and maintain the Customer’s present paid up share capital and any increases of the same; |
| 5. | punctually pay and/or cause to be paid all rents rates taxes and all other outgoings payable in respect
of the premises at which the Customer carry on business and properties which are security for the payment of the facilities; |
| 6. | appoint from time to time only such auditor or firm of auditors acceptable to the Bank; |
| 7. | immediately notify the Bank of the occurrence of an Event of Default or of any event of default in relation
to any of the Customer’s other indebtedness; and |
| 8. | notify the Bank of any change in the Customer’s Board of Directors or its management or its major
or controlling shareholders or partners. |
During the tenor of the facilities the
Customer shall not, without the prior written consent of the Bank:
| 1. | add to, delete, vary or amend the Customer’s Memorandum and Articles of Association in any manner
which would be inconsistent with the terms of this Letter of Offer; |
| 2. | change the Customer’s financial year or the nature of the Customer’s business; |
| 3. | sell, transfer, lease or otherwise dispose of a substantial part of the Customer’s capital assets
or undertake or permit any merger, consolidation or reorganization; |
| 4. | enter into any transaction with any person firm or company except in the ordinary course of business and
at arm’s length commercial terms; |
| 5. | decrease or alter the Customer’s authorized or issued capital or alter the structure of the same
or the rights attached to the same; |
| 6. | change the Customer’s major or controlling shareholding or partnership structure; |
| 7. | change in ownership of the Customer (if applicable); |
| 8. | enter into joint ventures, profit sharing or royalty agreement; |
| 9. | enter into any merger, consolidation or reorganization (if applicable); and |
| 10. | enter into any management contract or similar arrangement where the business is managed by third parties. |
Commercial Financing (Companies) – Letter of Offer
Page 2 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
Notwithstanding the Facilities are to
expire on the date stated in this Letter of Offer before, the Bank shall have the right to accelerate any sums outstanding or terminate
the Facilities at any time with prior notice if one or more of the following events should occur to the Company/Customer:-
| 1. | the Customer fails to pay, when due, any sum of profit or principal or other sums of money due hereunder
in accordance with the terms of this Letter of Offer; or |
| 2. | the Customer is unable to pay its debts as and when they become due, or commits an act of bankruptcy;
or |
| 3. | a winding-up petition is presented against the Customer or a Receiver or Trustee is appointed to take
possession of its properties, or any form of execution is levied or enforced upon any of its properties and is not discharged within seven
(7) business days of it being levied or enforced; or |
| 4. | there is a breach of any of the terms and conditions of these facilities; or |
| 5. | default is made in payment of any monies whether principal or dividend payable under the provisions of
this Letter of Offer or any amendments in this Letter of Offer or |
| 6. | the Customer fails to perform or observe any of the other provisions undertakings covenants or terms set
out which is not capable of remedy, or which, being capable of remedy, is not remedied within fourteen (14) days or such other period
as the Bank may decide after notice to the Customer requesting action to remedy the same; or |
| 7. | any representation or warranty made or implied pursuant to any provision hereof or pursuant to any notice,
opinion or certificate or other document delivered pursuant to the terms hereof or pursuant to any notice, opinion or certificate or other
document delivered pursuant to the terms hereunder proves to have been incorrect or misleading in a particular deemed by the Bank to be
material as of the date at which it was made or deemed to have been made; or |
| 8. | the Customer ceases to carry on its business; or |
| 9. | a petition shall be presented or an order be made or a resolution be passed for the Customer’s winding
up or the Customer enters into liquidation whether compulsorily or voluntarily (otherwise than for the purpose of genuine amalgamation
and reconstruction); or |
| 10. | a trustee, custodian, Receiver and/or Manager of the Customer’s undertaking or properties or any
part of the same shall be appointed other than by the Bank; or |
Commercial Financing (Companies) – Letter of Offer
Page 3 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| 11 | distress or execution or other process of a court of competent jurisdiction be levied upon or issued or
threatened to be levied or issued against any of the Customer’s properties; or |
| 12. | the Bank has reason to believe that the Customer is not carrying on its business and affairs in accordance
with sound financial and commercial standards and practices; or |
| 13. | any of the Customer’s other indebtedness becomes capable in accordance with the relevant terms of
the same of being declared due prematurely by reason of a default or the Customer fails to make any payment in respect of the same on
the due date for such payment or if due on demand when demanded or the security for any such indebtedness becomes enforceable; or |
| 14. | the Customer enters into any compromise composition or scheme of arrangement with its creditors or any
assignment for the benefit of creditors without the consent of the Bank; or |
| 15. | any of the Customer’s directors, officers, managers, guarantors, agents or any other their spouses
parents or children are directors or officers of the Bank or otherwise connected with the Bank or if there occurs any other breach of
Section 57 of the Islamic Financial Services Act 2013 [Act 759] and BNM’s “Guidelines on Credit Transactions and Exposures
with Connected Parties for Islamic Bank” and includes any replacement guidelines/specifications/circulars issued by BNM from time
to time in connection with the same; or |
| 16. | there occurs any event which in the sole opinion of the Bank amounts to a material adverse change in the
Customer’s condition (financial or otherwise); or |
| 17. | there is any change in the existing laws regulations policies or official directive of any governmental
authority whether or not having the force of law which change would make it unlawful illegal or otherwise inappropriate, from the viewpoint
of the Bank, for the Bank to continue to make available the facilities to the Customer; or |
| 18. | the Bank is of the opinion that the facilities are not utilized for the purpose described this Letter
of Offer; or |
| 19. | the Customer commits any act of bankruptcy or any act which, would have amounted to an act of bankruptcy;
or |
| 20. | the Customer is unable to pay or suspends the payment of any debt or makes an assignment for the benefit
of creditors or enters into any compromise composition or scheme of arrangement with its creditors or takes advantage of any insolvency
law; or |
| 21. | the Customer’s management is displaced or the conduct of the business of the Customer is curtailed
by any seizure, vesting or intervention by or under the authority of a government or governmental body; or |
| 22. | an event or events has or have occurred or a situation exists which could or might, in the opinion of
the Bank, prejudice the Customer’s ability to perform its obligations hereunder in accordance with their respective terms or render
the continuation of the facilities detrimental to the position of the Bank or otherwise undesirable; or |
| 23. | the Customer dies or becomes insane. |
Commercial Financing (Companies) – Letter of Offer
Page 4 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| E. | TERMS AND CONDITIONS TO THE FACILITIES |
| (1) | Tawarrug Term Financing-i |
In accordance with the Shariah concept
of Tawarruq, the Tawarruq Transaction as follows shall take place:
| (i) | Pursuant to the Purchase Undertaking,
the Bank will, at the request of the Customer, purchase the commodity from the commodity
supplier at the Bank’s Purchase Price (which is equivalent to the facility amount); |
| (ii) | Pursuant to the Murabahah Sale Contract,
the Bank will, at the request of the Customer, sell the Commodity to the Customer at the
Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant to the Letter of Agency,
the Customer will appoint the Bank as agent to act for and on behalf of the Customer to sell
and conclude the sale of the commodity to the commodity supplier (who shall not be the same
commodity supplier in Clause (i) above, except where the sale is on random basis) at the Bank’s
Purchase Price; and |
| (iv) | In accordance with the Letter of
Agency, the Bank, acting as agent of the Customer, will sell the commodity to the
commodity supplier (who shall not be the same commodity supplier in Clause (i) above, except
where the sale is on random basis) at the Bank’s Purchase Price which is equivalent
to the amount of the Facility. The proceeds from the sale will be made available to the Customer
subject to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer may be concluded by way of verbal contract,
whereby: |
| (aa) | the sale of commodity will be concluded verbally between the Bank and the Customer; |
| (bb) | upon conclusion of the verbal murabahah sale transaction, the Bank will issue confirmation of murabahah
sale transaction which will provide the agreed Bank’s Sale Price payable on deferred payment term; and |
| (cc) | if the parties conclude the murabahah sale transaction by way of verbal contract, the parties are no longer
required to enter into the Murabahah Sale Contract. |
Commercial Financing (Companies) – Letter of Offer
Page 5 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| (2) | Tawarruq Cash Line-i (CL-i) |
| (a) | In accordance with the Shariah concept of Tawarruq, the Tawarruq Transaction as follows shall take place: |
| (i) | Pursuant to the Purchase Undertaking,
the Bank will, at the request of the Customer, purchase the commodity from the commodity
supplier at the Bank’s Purchase Price (which is equivalent to the facility amount); |
| (ii) | Pursuant to the Murabahah Sale
Contract, the Bank will, at the request of the Customer, sell the Commodity to the
Customer at the Bank’s Sale Price on deferred payment terms; |
| (iii) | Pursuant to the Letter of Agency,
the Customer will appoint the Bank as agent to act for and on behalf of the Customer to sell
and conclude the sale of the commodity to the commodity supplier (who shall not be the same
commodity supplier in Clause (i) above, except where the sale is on random basis) at the Bank’s
Purchase Price. |
| (iv) | In accordance with the Letter of
Agency, the Bank, acting as agent of the Customer, will sell the commodity to the
commodity supplier (who shall not be the same commodity supplier in Clause (i) above, except
where the sale is on random basis) at the Bank’s Purchase Price which is equivalent
to the amount of the Facility. The proceeds from the sale will be made available to the Customer
subject to the terms and conditions of the Facility. |
| (v) | Alternatively, the sale of commodity by the Bank to the Customer may be concluded by way of verbal contract,
whereby: |
| (aa) | the sale of commodity will be concluded verbally between the Bank and the Customer; |
| (bb) | upon conclusion of the verbal murabahah sale transaction, the Bank will issue confirmation of murabahah
sale transaction which will provide the agreed Bank’s Sale Price payable on deferred payment term; and |
| (cc) | if the parties conclude the murabahah sale transaction by way of verbal contract, the parties are no longer
required to enter into the Murabahah Sale Contract. |
| (b) | The Customer is to open a Current Account-i with the Bank for the purpose of operating the facility. |
| (c) | Account is to be operated within the sanctioned limit. No excess over limit is allowed. |
Commercial Financing (Companies) – Letter of Offer
Page 6 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| (d) | The
operation of Tawarruq Cash Line-i shall be governed by the prevailing Dishonored Cheque Information System Guidelines (DCHEQS) and any
breach may render the account being re-designated as Special Account with no cherub book facilities by the Bank without any reference
to you. In this respect, the Customer is to provide a statement to the Bank that the Customer is not on the current DCHEQS blacklist.
In accordance with the provisions of DCHEQS guidelines issued by Bank Negara Malaysia from time to time, the Bank reserves the right
to recall the facility and to close any or all current accounts that have been blacklisted by DCHEQS. |
| (e) | In the event that the Customer has been blacklisted by DCHEQS, the Bank reserves the right to recall the
Tawarruq Cash Line-i facility immediately without giving any further reference to the Customer. |
| (f) | At any point of time the Bank has the discretion to liquidate the security deposit to recover any amount
due. The dividend (if any) from the Security Deposit will be utilized to settle any outstanding amount payable to the Bank. |
| (g) | The CL-i shall further be governed by such terms and conditions as may be prescribed by the Bank from
time to time at the Bank’s discretion subject to Shariah principles. |
| F. | CHANGES IN CIRCUMSTANCES |
If, as a result
of any changes in applicable law, regulation of regulatory requirement or in the interpretation or application of the same or if in compliance
by the Bank with any applicable directions, request or requirement (whether or not having the force of law), will impose to the Bank any
conditions, burdens or obligations, then the Bank’s commitment to make or maintain the facilities will end upon notice to the Customer
of the happening of such event after becoming aware of the same. The Bank from time to time reserves the right to vary any of the terms
and conditions stated here in accordance with Shariah principles and subject to providing twenty-one (21) calendar days of prior notice
to the Customer.
Cross default arises in any of the following:
| 1. | Any other indebtedness of the Customer whether with the Bank or with other financial entities or non-financial
entities becomes payable or due prematurely, or becomes capable of being declared payable or due prematurely, by reason of a default by
the Customer in its obligations with respect to that indebtedness; or |
| 2. | The Customer fails to make any payment in respect of that indebtedness on the due date for such payment,
or if due on demand when demanded; or |
| 3. | Upon the security for any such indebtedness becoming enforceable, |
the Bank shall be entitled to call an event of default in this
Letter of Offer and pursue its remedies accordingly.
Commercial Financing (Companies) – Letter of Offer
Page 7 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| H. | DISCLOSURE OF INFORMATION |
| 1. | The Customer irrevocably authorizes the Bank to disclose and circulate all relevant information
relating to the Customer and any outstanding debt which may be due from the Customer to the Bank, if the Bank deems fit in the Bank’s
discretion to any person or persons, including a debt collection agent, for the purpose of the Bank’s recovery of the outstanding
sums due. |
| 2. | The Bank may disclose to any party or any persons who derives or may derives rights or obligations under
or by reference to this Letter of Offer such information about the Customer and/or the security parties in relation to the facilities
as shall have been made available to the Bank generally. |
| 3. | The Customer agrees that any branch, subsidiary or parent company of the Bank shall also be entitled to
disclose Customer’s information to the other branches, subsidiaries or parent company of the Bank. |
| 4. | The Customer acknowledges and agrees that the permission given under this clause is for the purpose of
Section 146 of the Islamic Financial Services Act 2013 [Act 759] and that no further consent from the Customer is required. The Customer
agrees that the Bank shall not be liable in any manner for disclosing or furnishing such information referred to in this clause, unless
the Bank in making such disclosure was negligent, in default, or acting fraudulently. |
Any term, condition, stipulation, provision,
covenant or undertaking contained in this Letter of Offer which is illegal, prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the remaining
provisions of this Letter of Offer and any such illegality, prohibition or unenforceability in any jurisdiction shall not invalidate or
render illegal, void or unenforceable any such term, condition, stipulation, provision, covenant or undertaking in any other jurisdiction.
No delay by the parties in this Letter
of Offer in exercising nor any omission to exercise any right, power or remedy accruing to the Bank upon any default shall effect, impair
or prejudice any right, power or remedy or be construed to be a waiver of the same or any acquiescence in such default, nor shall any
action of the parties in respect of any default affect, impair or prejudice any right, power or remedy of the parties in respect of any
subsequent default.
Notwithstanding anything in this Letter
of Offer contained, the fact that one or more of the above named guarantors may not have executed a guarantee in form and substances acceptable
to the Bank, the guarantee when executed shall be binding and enforceable against each guarantor who executes the same.
Commercial Financing (Companies) – Letter of Offer
Page 8 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
In any legal action
or proceedings relating to the facilities, a certificate of the Bank as to any amount due to it under the facilities shall, in the absence
of obvious error, be conclusive evidence that such amount is in fact due and payable.
| M. | NO MATERIAL ADVERSE CHANGES |
The Customer represents
and warrants to and undertakes with the Bank that there are no extraordinary circumstances or change of law or other governmental action
or material adverse change in the Customer’s financial position or operating environment or management or other conditions shall
have occurred or continuing which is in the opinion of the Bank (which opinion shall be final and binding) would affect or prejudice the
Customer’s ability to fully perform and discharge the Customer’s obligations under this Letter of Offer.
| 1. | Save and except where the assignment and/or transfer is detrimental to the Customer, the Bank shall be
at liberty at any time with or without the concurrence of and with notice to the Customer assigns/transfers all its rights title or interest
under the facilitiesr. |
| 2. | The Customer may not assign or transfer any of its rights or obligations under the facilities without
the prior written consent of the Bank. |
| 1. | Any sum set out in the Letter of Offer shall be exclusive
of any Sales and Services Tax or tax of similar nature (“Tax”). |
If one party (“Vendor”) is required by the terms of this Letter of Offer to make a supply to the other (“other party”), such supply shall be made without any charge of Tax by the Vendor in respect of such supply, unless such Tax is required by law to be paid by the Vendor in which case the other party shall on demand pay to the Vendor (in addition to the consideration for such supply) a sum equal to the amount of such Tax and the Vendor shall provide the other party with a valid Tax invoice.
| 2. | Charges in this Letter of Offer exclude tax that would be imposed in the future to replace existing taxes. |
| P. | WHISTLE-BLOWING & BUSINESS ETHICS |
| (a) | Upon having knowledge of any director, officer or employee of the Bank, directly or indirectly, asking
for or receiving from you or your Affiliates, any Gratification in relation to this assignment (whether for his/her own personal benefit
or advantage or for the benefit or advantage of any other person, whether before, during or after the term of this financing), kindly
immediately inform the Group Chief Compliance Officer of the Bank or email to whistleblowing@affinbank.com.my of the same. |
Commercial Financing (Companies) – Letter of Offer
Page 9 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| (b) | You undertake that neither you nor your Affiliate nor anyone acting on your direction or authority shall
(whether before, during or after the tenure of the Facility, directly or indirectly, give or offer, or agree to give or offer, any Gratification
as an inducement or reward to any director, officer, employee or agent of the Bank) for doing or refrain from doing or showing favor or
disfavor to any person, in relation to the Facility. |
| (c) | In the event there is evidence that you or your Affiliate or anyone acting under your direction or authority
is in breach of clause (a) or (b), the Bank may terminate this assignment (without prejudice to the Bank’s other rights remedies
under the law) by giving written notice to you. Upon such termination, Bank shall be entitled to claim all losses, costs, damages and
expenses including any incidental costs and expenses arising from such termination from you. |
| (d) | Subject to any regulatory permitted disclosures or other clauses allowing disclosure in relation to the
Facility, the Bank shall keep confidential any information disclosed or received including the identity of the person giving the information
and all the circumstances relating to the information. |
| (e) | You shall also whistle-blow in the event
of any malpractice or wrong-doing by any staff, contractors, vendors, 3rd parties
or agents of the Bank. Kindly refer to the Bank’s Whistleblowing Policy in www.affinalways.com
for compliance purposes. |
| (f) | (i) |
‘Affiliate’ means in relation to you, any person or entity owned and controlled directly or indirectly by you, or any person
or entity that controls you directly or indirectly in any way whatsoever. |
| (ii) | ‘Gratification’ includes any gift, money, property or thing of value or any service, favor
or other thing of value, or any service, favor or other intangible benefit or consideration of any kind, or any other similar advantage. |
| (g) | You shall demonstrate a high standard of ethical conduct and professionalism in order to safeguard the
Bank’s good name by taking all necessary safeguards and precautions to alert the commission of any unethical action including any
appearance or impression to such effect. |
| Q. | CREDIT STUDY SERVICES (not applicable
for SME) |
| 1. | The Customer acknowledges that, in the course of providing the Facility to the Customer, the Bank may
from time to time needs to ensure creditworthiness of the Customer at that point of time is or remains acceptable to the Bank. For such
purposes, the Customer shall appoint the Bank to perform the Credit Study (as defined below) or shall provide a credit study report from
an independent third party institution or professional body acceptable to the Bank. |
Commercial Financing (Companies) – Letter of Offer
Page 10 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| 2. | The Bank shall have the right to determine the events upon which Credit Study on the Customer is required.
Such events include, without limitation, the following:- |
| b) | when the need to vary the terms and conditions of the Facility arises based on a request from the Customer,
or the need of the Bank, or |
| c) | in any other event which the Bank determines that the Credit Study is required. |
| 3. | The fees payable to the Bank for performing the Credit Study shall be mutually agreed upon by the parties
through a letter to be issued by the Bank. Payment of the fees by the Customer shall be deemed as its acceptance of the fees payable in
performing the Credit Study by the Bank. |
“Credit Study” means the process
of identifying the creditworthiness of the Customer and/or Security Party and their ability to honour and continue to honour obligations
under the Facility Agreement. Such process includes the following:
| a) | assessment on the Customer’s financial standing to check whether there is any material changes which
may affect its creditworthiness and whether the interests of the Bank under the Facility Agreement remain intact; |
| b) | assessment on latest industry or business outlook that could affect the Customer’s financial standing; |
| c) | performing financial analysis, company’s analysis, market study, or cash flow analysis; |
| d) | calculating the Customer’s capacity in servicing its financial obligations under the Facility Agreement;
or |
| e) | recommending whether the Customer’s applications/ requests shall be approved subject to certain
conditions or rejected on the basis of specific reasons. |
CONSENT
The Customer/Company (“Customer”)
irrevocably consents, authorises, and confirms that it has duly obtained its subsidiaries, directors, shareholders, officers, guarantors
and/or any other relevant person’s consent and authority, for AFFIN Group of Companies (“ABG”) (as defined in the Privacy
Notice) to:
| a) | use the information of the Customer and its subsidiaries, directors, shareholders, officers, guarantors
and/or such other relevant persons in accordance with the relevant terms and conditions and for the purpose(s) contemplated in the Privacy
Notice on the Bank’s website; |
| b) | carry out the necessary reference checks, including but not limited to credit reference/reporting checks,
to further ascertain the details and status of the Customer and its subsidiaries, directors, shareholders, officers, guarantors and/or
such other relevant persons; and |
Commercial Financing (Companies) – Letter of Offer
Page 11 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| c) | provide the Customer, its subsidiaries, directors, shareholders, officers, guarantors and/or relevant
persons with information on ABG products, services and/or offers (inclusive of the products, services and offers of entities within ABG)
which may be of interest and/or financial benefit to them, |
at “ABG discretion without further
reference to the Customer, its subsidiaries, the directors, its shareholders, officers, guarantors and/or relevant persons, for the duration
that these terms and conditions are in force. The Customer agrees to undertake the responsibility to update ABG in writing should there
be any change to the personal and financial information relating to the Customer, its subsidiaries, directors, shareholders, officers,
guarantors and/or relevant persons. Should the directors, shareholders, officers, guarantors and/or relevant persons withdraw their consent
for ABG to use and/or process their information during the tenure of these terms and conditions, except where it relates to the last item
above, the Customer agrees that ABG shall have the right to terminate this facility at its discretion.
You expressly agree to comply with
all statutes, by-laws, guidelines and regulations (whether or not having the force of law) in Malaysia and shall ensure continued
compliance with such regulations for the duration of the Facility. You shall also ensure, arrange, coordinate, manage and obtain all
the necessary consents, licenses, exemptions, approvals or authorisations required as may be required by any applicable law,
regulation or directive required by you in order to enable you / them to perform your / their respective obligations in connection
with the execution, performance, validity or enforceability of these Standard Terms and Conditions, and where applicable, the
guarantee and the security documents.
All security(ies), agreement(s), obligation(s)
given or undertaken by the you shall continue to be valid and binding notwithstanding your death, bankruptcy or mental incapacity, or
any change in the constitution of the Bank by amalgamation, consolidation, reconstruction, new shareholding or otherwise.
| U. | ISLAMIC FINANCIAL SERVICES ACT 2013 |
The parties in
this Letter of Offer shall comply with the provisions of the Islamic Financial Services Act 2013 (“IFSA”) and all guidance,
standards, prescriptions, regulations issued or to be issued by BNM at any time and from time to time.
The Customer consents to the disclosure
of any documents and information relating to his accounts or affairs to the Bank, its officers and agents
and to all such persons and for all such purposes as set out in the relevant Sections of IFSA.
Commercial Financing (Companies) – Letter of Offer
Page 12 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
The approval and utilization of the Facility
in this Letter of Offer shall be subjected to the “Guidelines on Credit Transactions and Exposures with Connected Parties for Islamic
Bank” and/or any other applicable guidance, standards or prescriptions issued or to be issued by BNM with respect to the same. Breach
of the same shall be an event of default under this Agreement.
| V. | FOREIGN EXCHANGE NOTICES (FEN NOTICES) |
| 1. | Wherever applicable, Customer shall comply with the Foreign Exchange Notices issued by Bank Negara Malaysia
(BNM) in respect of any transactions, including overseas transactions. |
| 2. | Customer authorises the Bank to take any steps to comply with the relevant and prevailing Foreign Exchange
Notices and any rules issued by BNM from time to time in respect of any transactions. Where applicable, the Customer shall comply with
the prevailing Foreign Exchange Notices issued by BNM and usage of card issued by the Bank within the limits and provisions imposed by
BNM as the ‘Exchange Control Authority’. |
| 1. | Where the Facility(ies) are being offered to partnerships, the Customers jointly agree as follows: |
| (a) | Liability to be Joint and Several |
All agreements, obligations, liabilities,
representations, warranties and undertakings of the Customers are agreed to be joint and several and shall be construed accordingly.
| (b) | Cross Default clause as per item (G) - Cross Default above |
Subject to Shariah principles, it is
expressly agreed and declared by the parties to this Letter of Offer that notwithstanding any of the provisions of this Letter of Offer
to the contrary, the provisions and terms of this Letter of Offer may at any time and from time to time be varied or amended by means
of letters or such other means as the parties may mutually agree from time to time. Such amendments and variations shall be deemed to
have been amended or varied accordingly and shall be read and construed as if such amendments and variations have been incorporated in
and had formed part of this Letter of Offer at the time of execution hereof.
Commercial Financing (Companies) – Letter of Offer
Page 13 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| 1. | Any notice, demand or other communication (including computer generated notices/statements that do not
require any signature) from the Bank under this Letter of Offer shall be given in writing to the Customer at the Customer’s address,
facsimile numbers or electronically (including email) as stated in this letter of offer and/or last appearing in the Bank’s records.
The notices may be given or made by post, facsimile, electronically (including email), personal delivery or such other mode as may be
determined by the Bank: |
| 2. | The notices or other communications are given to the Customer: |
| a) | in the case of post, five (5) days after the date of posting; |
| b) | in the case of facsimile, on the day of transmission; |
| c) | in the case of electronic mail, on the day it is sent provided that the Bank has not received a failed
or undeliverable message from the host provider on the day of transmission; and |
| d) | in the case of personal delivery, at the time of delivery. |
| 3. | All facsimile Notices should be followed by the original Notice to be delivered by post or by hand, but
any delay or failure by the Bank to receive the original Notice shall not affect the validity of any act or omission by the Bank taken
in reliance on the facsimile Notice. |
| 4. | The Customer agrees that the Bank may, at its discretion, record and monitor all oral and written communication
with the Customer in such manner and at such times as the Bank deems fit. |
| Z. | INDEPENDENT PAYMENT OBLIGATIONS |
The Customer expressly agrees and declares
that each of the Customer’s obligations to pay or to repay under any of the provisions of the Letter of Offer, these Standard Terms
and Conditions and the Specific Terms and Conditions, or where appropriate, any of the security documents constitute separate and independent
obligations, shall give rise to separate and independent causes of action, shall apply irrespective of any waiver or indulgence granted
by the Bank in respect of any other obligation, shall remain in full force and effect. This shall be the case despite any judgment, order,
claim or proof for a liquidated amount in respect of some other obligation and may be relied upon and enforced by the Bank independently
of or simultaneously with or without having to commence any other action under such obligations or under any of the security documents
or having first exhausted any remedy or having first sold or disposed of any assets, properties or undertaking which may be provided as
security to the Bank from time to time.
Without prejudice to any other powers,
rights and remedies which the Bank may be entitled to, the Customer shall indemnify the Bank and hold the Bank harmless from and against
any losses, damages and expenses, whatsoever, legal or otherwise, (including but not limited to all legal costs incurred by the Bank on
a solicitor and client basis) which the Bank may sustain, suffer or incur as a consequence of any default in any amounts payable under
the Facility or on account of the non-observance of all or any of the terms stipulations agreements and provisions on the part of the
Customer security party and / or guarantor in respect of the Facility. Such losses, damages and expenses shall include but not be limited
to such amount as the Bank shall certify (such certification being accompanied by the basis and calculation of such amount and being conclusive
and binding upon the Customer save for any obvious error). For the avoidance of doubt, the provisions of this clause shall not be applicable
in a situation where any losses, damages and expenses were caused by the negligence, default or fraud of the Bank.
Commercial Financing (Companies) – Letter of Offer
Page 14 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
The Customer undertakes in favour of the Bank that:
| (a) | the Customer expressly agrees to comply with all statutes, by-laws, guidelines and regulations (whether
or not having the force of law) in Malaysia and shall ensure continued compliance with such regulations for the duration of the Facility(ies).
The Customer shall, and shall cause and procure each guarantor and security party to, ensure, arrange, coordinate, manage and obtain and
promptly renew from time to time all authorisations, registrations, filings, approvals, consents, licenses and exemptions as may be required
under any applicable law, regulation or directive to enable them to perform their respective obligations under all documents in relation
to the Facility of such documents in relation to the Facility; |
| (b) | the Customer shall give the Bank written notice of any event of default under the Letter of Offer, under
these Standard Terms and Conditions, under the Specific Terms and Conditions and under any other existing indebtedness of the Customer
within three (3) Business Days of it becoming aware of the occurrence of the same. For the purpose of this clause, “Business Day”
is defined as a day (other than Saturday, Sunday and public holidays) on which the Bank is open in Kuala Lumpur and, if applicable, in
the state where the place of business of the Bank is located for transaction of business of the nature required or contemplated by the
Letter of Offer; |
| (c) | the Customer will carry out its business diligently and efficiently and in accordance with sound financial
practices; |
| (d) | the Customer shall keep full, proper and up-to-date accounts and furnish to the Bank within six (6) months
from the end of each of its financial year copies of its balance sheet, profit and loss account and report, audited and duly certified
by a qualified independent auditor; |
| (e) | whenever requested by the Bank, the Customer shall furnish to the Bank within sixty (60) days from the
end of each quarter year of each of its financial year (where applicable) its financial accounts duly certified by a responsible officer
and in a format acceptable to the Bank; |
| (f) | whenever requested by the Bank, the Customer shall furnish to the Bank all information reasonably required
by the Bank in relation to the following: |
| (i) | the business of the Customer; and |
| (ii) | the Customer’s financial position; and |
| (g) | the Customer shall ensure that the guarantor(s) or any security party (ies) (in the case where the guarantor(s)
or any security party(ies) is a body corporate) does not permit any form of merger, reconstruction, consolidation or amalgamation by
way of a scheme of arrangement or otherwise or approve, permit any transfer of any part of its issued capital; |
Commercial Financing (Companies) – Letter of Offer
Page 15 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| (g) | the Customer shall ensure that the guarantor(s) or any security party (ies) (in the case where the guarantor(s)
or any security party(ies) is a body corporate), does not pass any resolution or make any application for it to be placed under judicial
management; |
| (h) | and the Customer shall ensure that the guarantor(s) or any security party (ies) (in the case where the
guarantor(s) or any security party(ies) is a body corporate), does not propose to enter into or permit the entry of any arrangement or
composition (voluntary or otherwise) with any of its creditors. |
The Customer undertakes
in favour of the Bank that, it shall not without obtaining the prior written consent of the Bank (which consent shall not be unreasonably
withheld):
| (a) | add to, delete, vary or amend the Articles of Partnership (if a partnership) of the Customer in any manner
which would be inconsistent with the terms of the Letter of Offer, these Standard Terms and Conditions and the Specific Terms and Conditions; |
| (b) | change the nature of its business; |
| (c) | enter into any transaction with any person firm or company except in the ordinary course of business and
on arm’s length commercial terms; |
| (d) | other than in its normal course of business and on arms-length basis, enter into any partnership, profit-sharing
or royalty agreement whereby the income of the Customer or its profits are, or might be, shared with any other person, firm or company
or enter into any management contract or similar arrangement whereby the business of the Customer or its operations are managed by any
other person, firm or company; |
| (e) | finance or make advances (other than in the normal course of business) to any person; |
| (f) | create or permit to subsist any further mortgage, charge, pledge, lien, right of setoff, caveats and any
security interests of any nature (“Security Interest”) over any part of the properties, assets, business or undertaking (both
present or future) of the Customer or, where applicable, of any security party which has been charged or is offered as security to the
Bank from time to time, except: |
| (i) | liens arising by operation of law, and securing obligations not more than thirty (30) days overdue; |
| (ii) | liens or rights of set off arising in the normal course of trading relating to liabilities the aggregate
amount of which is in the opinion of the Bank (which opinion shall be final and binding upon the Customer) is not material; and |
| (iii) | Security Interest which may be consented to by the Bank writing from time to time. |
Commercial Financing (Companies) – Letter of Offer
Page 16 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
For the purposes of this paragraph,
the expression “assets” includes but is not limited to any revenues and property moveable and immoveable of any kind.
| 1. | Direction to Financial Institutions (BNM/RH/CIR000-2) |
The Bank shall comply with the regulation
as set out by Bank Negara Malaysia and will act accordingly to the law and regulation to protect both the Customer’s and the Bank’s
interest.
The Customer accepts that information
regarding the Facility(ies) will be given to any credit bureau including the Central Credit unit and the Dishonored Cheque Information
System established by Bank Negara Malaysia or such other authority having jurisdiction over the Bank for the use of such bureau and the
participating banks. This information is kept strictly confidential between such bureau and the participating banks.
| 3. | Foreign Account Tax Compliance Act |
FATCA is being implemented through a combination
of U.S. Treasury Regulations and government-to-government agreements (also known as Intergovernmental Agreements or IGAs) which requires
Financial Institutions outside the U.S. to provide information regarding their customers who are U.S. Persons to the U.S. Internal Revenue
Service (“U.S. IRS”). Affin Bank Berhad (“the Bank”) and its related companies and affiliates are subject to and
required to or have agreed to comply with FATCA (“FATCA Reporting Requirement”). In view of this, the Bank is required to
collect information about each of its customers under the FATCA Reporting Requirement. If you are a U.S. Person, we may need to furnish
the Inland Revenue Board of Malaysia (“IRBM”) your account information, which may then be shared with the U.S. IRS.
| 4. | Common Reporting Standard of Financial Account Information in Tax Matters |
Under the CRS developed by the Organisation
for Economic Co-operation and Development (“OECD”), governments agree to exchange information automatically with one another
on tax residents maintaining financial accounts in each other’s jurisdictions. The Income Tax (Automatic Exchange of Financial Account
Information) Rules 2016 (“CRS Rules”) issued by the Ministry of Finance Malaysia on 19 December 2016 which came into operation
on 1 January 2017 requires every Reporting Financial Institution to identify Reportable Account maintained by the Reporting Financial
Institution by applying the due diligence procedures as specified in the OECD CRS. The Bank and its related companies and affiliates are
required to comply with the CRS Rules (“CRS Reporting Requirement”). In view of this, the Bank is required to collect information
about your tax residence(s) under applicable tax regulations. If you are not a tax resident of Malaysia, we may need to furnish the IRBM
your account information which may then be shared with other tax authorities of the CRS participating jurisdiction.
Commercial Financing (Companies) – Letter of Offer
Page 17 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
Each jurisdiction has its own rules for
defining tax residence, and jurisdictions have provided information on how to determine if you are resident in a jurisdiction on the following
website:
https://www.oecd.org/tax/automatic-exchange/crs-implementation-and-assistance/tax-residency/
As a Financial Institution, we are unable
to give tax advice. Please consult your tax adviser if you require assistance in determining your tax residence(s).
| DD. | OTHER TERMS AND CONDITIONS |
| 1. | No divestment of shares by the existing major shareholders without the Bank’s prior written consent. |
| 2. | No dividends are to be declared or paid out without the Bank’s prior written consent. |
| 3. | Submission of half-yearly management account within sixty (60) days of reporting date. |
| 4. | The Customer is required to keep the Bank informed in writing within thirty (30) days of any developments
which may change the course of the company’s normal business operations during the tenure of the facilities. |
| 5. | All legal procedures, if any, in securing the facilities are to be handled by a firm of solicitors on
the Bank’s panel and legal fees and expenses in connection or incidental to the granting of these facilities including stamping
fees, solicitor’s fees on a solicitor and client basis shall be borne by the Customer. |
| 6. | The Bank has the right to set-off all available balance in the Customer’s accounts including current
account, investment account and other accounts towards the settlement of any banking facilities granted by the Bank with seven (7) calendar
days’ prior notice and reason to the Customer. |
| 7. | Subject to Shariah principles, the Bank reserves the right to vary or impose additional terms and conditions
to meet its internal policy guidelines to comply with any guidelines introduced by the Bank Negara Malaysia or any relevant authorities
from time to time, subject to providing twenty-one (21) calendar days of notice to the Customer. |
| 8. | That the Customer shall be liable to pay all fees and expenses including the Bank’s solicitor’s
fee (on a solicitor - client basis) if any money granted to the Customer shall be required to be recovered by any process of law or by
our solicitors. |
| 9. | All banking facilities are granted conditional upon the Customer conducting the account satisfactorily
within the limit at all times. Notwithstanding the above, the Bank reserves the right to review, or change the terms and conditions
as and when the Bank deems it necessary at its discretion subject to Shariah principles irrespective of whether the same is made before
or after this offer. |
Commercial Financing (Companies) – Letter of Offer
Page 18 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| 10. | The Bank is authorized to deduct the installment, takaful payment/insurance premium, and other miscellaneous
expenses due pertaining to the financing facility from the Customer’s current/savings account, at any time deemed fit by the Bank
notwithstanding any terms and conditions contained in any security documents regarding payment of the financing facility and without prejudice
to the Bank’s right under the security documents. |
| 11. | The Bank shall have received from the Customer prior written notice (“Prepayment Notice” or
“Early Settlement Notice”) of its intention to make prepayment or early settlement specifying the relevant amount to be paid
and the date of such payment failing which the Bank shall have the right to factor in such associated costs or charges in reducing the
ibra’ amount. |
| 12. | The Bank has the right to appoint valuers from the Bank’s panel, the cost to be debited from your
account with the Bank only in respect of such cost to be incurred prior to the first disbursement under the Facility. Thereafter, all
such costs shall be borne by the Bank. |
| 13. | Section 57 of the Islamic Financial Services Act 2013 [Act 759] and BNM’s “Guidelines on
Credit Transactions and Exposures with Connected Parties for Islamic Bank” which includes any replacement guidelines/
specifications/ circulars issued by BNM from time to time in connection with the same and also the provisions of the Companies Act
2016 [Act 777] relating to related party transaction are collectively referred to as the “Provisions”. The Customer
confirms that at the time of the Customer executing this Letter of Offer and / or entering into the Facility contracts with the
Bank, the Provisions has not been infringed and undertakes to advise the Bank if it is not in compliance with any of the Provisions
at any time. If at any time during the continuance of the Facility and other documents related to the same, the Bank discovers that
there had been an infringement of the Provisions or that the continued performance of the obligations in relation to the Facility
and other documents related to the same shall be in violation of the Provisions, the Bank shall be entitled to exercise all of its
rights contained in this Letter of Offer. The Customer must inform the Bank if any connected / related party relationship arises
during the tenure of the Facility. |
| 14. | The Customer is to submit extract of minutes of the Directors’ Resolution and Board of Directors’
meetings (duly certified by the Company’s Secretary) to the Bank within thirty (30) days of such meetings with regards to any of
the following: - |
| (a) | a significant change in the business direction or shareholder, |
| (b) | any changes in key senior management personnel and the composition of the board of directors, and |
| (c) | notice of litigation by third parties. |
Commercial Financing (Companies) – Letter of Offer
Page 19 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
Save as aforesaid, the Bank’s consent
needs to be obtained for any of the changes below mentioned;
| (a) | a change in the shareholders and the respective shareholdings; |
| (b) | the procurement of any additional credit; and |
| (c) | acquisition of assets approved by any relevant authorities. |
| 15. | The Bank has the right to conduct visits to the Customer’s premises to verify the on-going nature
of the business and to inspect the books of your company, for the purpose of developing a good banker-customer relationship. The Customer
undertakes to extend the utmost co-operation by providing full disclosure of records and all relevant information affecting the operations
of the business. |
| 16. | The Trade Financing facilities are subject to periodical review and recallable on demand and its utilization
are subject to the Bank’s standard terms and conditions under the Trade Financing facilities. |
| 17. | Any other terms and conditions as may be required by the Bank from time to time subject to Shariah principles
shall apply and binding. |
| 18. | Any decision or conclusion related to the Shariah matters pronounced and/or made by the Bank’s Shariah
Committee, the Shariah Advisory Council of BNM and/or any related bodies will bind the Customer. |
| 19. | That the terms and conditions in this Letter of Offer contained are not exhaustive and that this Letter
of Offer when accepted forms a provisional agreement until a Facility agreement drawn up by the Bank’s panel solicitors has been
duly executed. On such signing the terms and condition in this Letter of Offer contained shall be part of the agreement and/or any relevant
security documents whether expressly or otherwise. |
| 20. | The facilities are to be utilized for activities that are in line with Shariah principles and the goods
(if any) must be “halal” goods only. |
| 21. | The Customer is to execute to the Bank a Letter of Authority to debit the Customer’s account with
the Bank for the recovery of the monthly Installments and miscellaneous expenses. |
| 22. | Without prejudice to the foregoing terms and provisions and in addition and without prejudice to any other
powers, rights and remedies which the Bank may be entitled to, you shall indemnify the Bank and hold the Bank harmless from and against
any losses, damages and expenses, whatsoever, legal or otherwise (including but not limited to all legal costs incurred by the Bank on
a solicitor and client basis) which the Bank may sustain, suffer or incur as a consequence of any default in the payment of the facilities
on the same or any portion of the same, or any other amounts payable hereunder or on account of the non-observance of all or/any terms
stipulations agreements and provisions on the Customer’s part and such losses, damages and expenses shall include but not limited
to such amount as the Bank shall certify (such certification being accompanied by the basis and calculation of such amount and being conclusive
and binding upon the Customer save for any manifest error). |
Commercial Financing (Companies) – Letter of Offer
Page 20 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| 23. | It is agreed and declared by the parties to this Letter of Offer
that notwithstanding any of the provisions of this Letter of Offer to the contrary, any provision or term of this Letter of Offer may
at any time and from time to time be varied or amended subject to Shariah principles with twenty-one (21) calendar days’ prior
notice and reason by means of a notice to the Customer given in accordance with the provision of this Letter of Offer. Upon such variation
and amendment being effective, the relevant provisions of this Letter of Offer shall be deemed to have varied or amended accordingly
and shall be read and construed as if such variation and amendment has been incorporated in and has formed part of this Letter of Offer
at the time of execution. |
In respect of all variations to the Facility
made by the Bank, if the Customer is not agreeable to the amended terms and conditions, the Customer shall notify the Bank in writing
of the same within twenty-one (21) calendar days from the date of notice by the Bank.
In the event the Customer does not raise
any objections within the twenty-one (21) calendar days after the notice of amendments, the Customer shall be considered to have accepted
the amendments to the terms and conditions of the Facility. In the event the Customer objects to the amendments, the Customer shall settle
the indebtedness of the Facility in full.
| 24. | If any of the terms and conditions of this Letter of Offer contradicts with any terms and conditions in
the security documents, the terms stipulated in the security documents shall prevail. |
| 25. | If any of the provisions of this Letter of Offer becomes invalid, illegal or unenforceable in any respect
under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. |
| 26. | The Bank reserves the right in particular to terminate the relationship should there be, in the Bank’s
opinion, a material adverse change in the circumstances, financial or otherwise. Notwithstanding the above, the liability in respect of
the Facility under shall remain continuing until full settlement. |
| 27. | The Customer agrees and confirms that the continued utilization of the Facility(ies) here are strictly
conditional upon its compliance and the compliance of its security parties with the provision of the Limited Liability Partnership Act
2012 and all its regulations, where applicable. |
| 28. | In addition, in the event of default and the financing turns to Impaired Financing (Non-Performing Financing)
status, the Bank may at its discretion (but not obliged to) without notice to you, exercise its option of cancelling the Takaful Coverage
and recover the policy cash / surrender value to reduce the outstanding balance of the said financing. |
| 29. | In the event of claim, all benefits payable under the Takaful coverage taken up shall be made directly
to the Bank and will be first used to offset any outstanding any outstanding amounts under the Facility due to the Bank. The remaining
benefits (if any, after the set-off) will be payable to you or your estate (as the case may be). |
Commercial Financing (Companies) – Letter of Offer
Page 21 of 22 | |
Customer SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no. : SDS/2022/BC-TTDI/34163/AYM
Date : 28 October 2022 | |
| 1. | The Customer agrees and confirms that this Facility and any transaction entered into pursuant to this
Facility are subject to and in conformity with Shariah principles, as ascertained by the Shariah Advisory Council (SAC) of Bank Negara
Malaysia and/or any other authority having jurisdiction over the Bank. |
| 2. | Where in any proceedings relating to this Facility and any transaction entered into pursuant to this Facility
before any court or arbitrator any question arises concerning a Shariah matter, the court or the arbitrator, as the case maybe shall: |
| a) | take into consideration any published rulings of the SAC; or |
| b) | refer such question to the SAC for its ruling. |
| 3. | Any such rulings made by the SAC shall be final and binding among the Customer and the Bank and the court
or arbitrator making a reference to the SAC. |
| 4. | If at any time before or during this Facility and any transaction entered into pursuant to this Facility,
it is discovered or it has come to the attention of the Customer and the Bank that any aspect or part/portion of this Facility, is likely
to infringe any Shariah principles, guidelines, specifications, standards or circulars, the Customer and the Bank agree that the relevant
provision and/or term shall be amended/varied for compliance purpose. The amendment or variation is to such extent as is necessary to
be in conformity with Shariah principles, guidelines, specifications, standards or circulars. The Bank shall be entitled to issue such
amendments or variations by giving the requisite twenty-one (21) calendar days’ notice to the Customer. |
| 5. | The Customer agrees that the Indebtedness arising from the Customer’s utilization of the Facility
shall remain intact and owing and shall not in any way or manner be affected adversely by any Shariah ruling as above. |
Commercial Financing (Companies) – Letter of Offer
Page 22 of 22 | |
PRIVATE & CONFIDENTIAL
| Our Ref |
: SDS/2022/BC-TTDI/34163/AYM |
| Date |
: 28 October 2022 |
SAGTEC GROUP SDN.
BHD. (1283508P / 201801021489)
10-2, JALAN TANJUNG SD 13/2
BANDAR SRI DAMANSARA
52200 KUALA LUMPUR
Dear Sirs,
Islamic Banking Facility(ies)
to SAGTEC GROUP SDN. BHD. (1283508P / 201801021489) (THE “CUSTOMER”) for aggregate amount of RM1,820,472.00
We refer
to our previous facility letter(s) to the Customer and are pleased to advise that the Bank has agreed to grant additional banking facility(ies)
(the “Facilities”) to the Customer on the following terms and conditions and subject to the satisfactory completion of the documentation
as stated in this Letter of offer:
| Type of Facility(ies) |
|
Existing Limit |
|
Additional/
(Reduction) |
|
Revised/
Facility Limit |
|
Pricing |
| Tawarruq Cash Line-i |
|
RM750,000.00 |
|
RM0.00 |
|
RM750,000.00 |
|
Base Financing Rate
(“BFR”) + 1.35%
per annum (“p.a”); maximum capping rate: 12% p.a. |
| Tawarruq Term Financing-i |
|
RM70,472.00 |
|
RM0.00 |
|
RM70,472.00 |
|
Base Financing Rate (“BFR”) + 0.00% per annum (“p.a”); maximum capping rate: 12% p.a. |
| Tawarruq Cash Line-i 2 (PGGS) |
|
RM0.00 |
|
RM500,000.00 |
|
RM500,000.00 |
|
Base Financing Rate (“BFR”) + 1.35% per annum (“p.a”); maximum capping rate: 12% p.a. |
|
Tawarruq Term Financing-i 2 (PGGS)
|
|
RM0.00 |
|
RM500,000.00 |
|
RM500,000.00 |
|
Base Financing Rate (“BFR”) + 1.25%
per annum (“p.a”); maximum capping rate: 12% p.a. |
| Total |
|
RM820,472.00 |
|
RM1,000,000.00 |
|
RM1,820,472.00 |
|
|
Total facilities : RINGGIT MALAYSIA :
One Million Eight Hundred and Twenty Thousand Four Hundred and Seventy-Two Only
AFFIN BANK BERHAD 197501003274 (25046-T) / AFFIN ISLAMIC BANK BERHAD 200501027372 (709506-V)
Business Centre - Taman Tun Dr Ismail Branch 2nd Floor, No. 47 & 49, Jalan Tun Mohd Fuad 3,Taman Tun Dr Ismail, 60000 Kuala Lumpur.
Tel: 603-7727 0900 Fax: 603-7727 0908 Website: www.affinbank.com.my / www.affinislamic.com.my |
 |
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 |  |
Our Base Financing Rate (BFR) is currently pegged at
6.31% p.a.
| B. | FACILITY(IES) TERMS & CONDITIONS / DETAILS OF FACILITIES |
| (1) | TAWARRUQ CASH LINE-i 2 |
Shariah Concept
Tawarruq
Purpose
For working capital purpose.
Pricing
Effective Profit Rate BFR +
1.35% p.a. not exceeding Ceiling Profit Rate of 12% p.a.
The Bank
shall grant rebate to the Customer in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective Profit
Rate in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
| Bank’s Purchase Price: |
RM500,000.00 |
| Bank’s Sale Price: |
RM1,100,000.00 |
Agency Fee
RM5.00
per RM1,000,000.00 transaction on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
The facility is for a period of 120 months and subject
to yearly review
Payment
The Bank’s
Sale Price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit Rate which
will not exceed the Ceiling Profit Rate.
The Bank
shall debit your facility account for the profit portion of the Bank’s Sale Price on monthly basis at every month-end, based on the amount
of the facility utilized and you are to make good the amount debited.
The principal
portion of the Bank’s Sale Price is to be paid at the end of the financing tenor/duration of the facility or at any time that the Bank
deems fit with prior notice to you.
Disbursement Condition
| 1. | execution of security documentation acceptable to the Bank and
compliance with conditions precedent to the Bank’s satisfaction |
| 2. | receipt of the notice for disbursement from the Customer; |
| 3. | compliance with the Specific Terms & Conditions |
| |
P a g e 2 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
Available Period
Within six (6) months of date of facilities
is placed at Customer’s disposal, otherwise the facility shall be treated
as lapsed and cancelled.
| (2) | TAWARRUQ TERM FINANCING-i 2 |
Shariah Concept
Tawarruq
Purpose
To finance purchase of assets necessary for business operations
Pricing
Effective Profit Rate BFR +
1.25% p.a. not exceeding Ceiling Profit Rate of 12.00% p.a.
The Bank
shall grant rebate to the Customer in the amount equivalent to the difference between the Ceiling Profit Rate and the Effective Profit
Rate in the manner as determined by the Bank, in the event that the Effective Profit Rate is lower than the Ceiling Profit Rate.
| Bank’s Purchase Price: |
RMS00,000.00 |
| Bank’s Sale Price: |
RM667,333.20 |
Agency Fee
RM5.00 per RM1,000,000.00 transaction
on pro-rate basis upon each execution of Tawarruq transaction.
Tenure
5 years
Payment
The payment amount shall be
on a monthly basis inclusive of profit in the following manner:-
| No. of Instalments |
|
Frequency |
|
Instalment Amount |
| 60 |
|
Monthly |
|
RM10,033.24 |
The Bank’s
Sale price is calculated at Ceiling Profit Rate. However, the monthly payment will be calculated based on the Effective Profit Rate which
will not exceed the Ceiling Profit Rate.
Commencement of Payment
The Instalment
payment shall commence one (1) month after full drawdown or three (3) months of initial drawdown, whichever is earlier.
| |
P a g e 3 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
In the event
that the full drawdown or initial drawdown is made within 1st to 15th day of the month, the installment shall be due payable on the 5th
day of the following month otherwise it will fall after the 15th of the month, the monthly installment shall be due payable on the 5th
day of the next following month.
Disbursement Condition
| 1. | Execution of Security documentation acceptable to the Bank and
compliance with condition precedent. |
| 2. | Receipt of the Drawdown Notice from the Customer. |
| 3. | Disbursement shall be made direct to vendor, Shen Zhen AdKiosk
Technology Co., Ltd. |
| 4. | Reimbursement to customer is allowed subject to receipt of documentary
evidence acceptable to the Bank of payment made. |
| (1) | The Facility may be subject to annual review or at the Bank’s
option any other more frequent review(s) as the Bank at its discretion may decide. Any review if so conducted shall be in the manner
as the Bank shall determine. |
| (2) | Upon such review, the Bank may, subject to Shariah principles,
renew, suspend, vary the limit of the Facility and/or impose additional conditions as the Bank deems fit with twenty-one (21) calendar
days prior notice to the Customer. |
| (3) | Any decision by the Bank not to conduct a review during any
review period or any failure, omission or delay on the part of the Bank to conduct such review shall not be construed as a waiver of
the Bank’s right to review. It shall also not prejudice the Bank’s rights to accelerate or recover amount due by the Customer and or
guarantors in an event of default. |
| (4) | The next review date is 31 August 2023. |
| (1) | Upstamping of the existing Master Facilities Agreement for additional
facilities amount |
| (2) | Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee
under the Pemulih Government Guarantee Scheme (PGGS) for guarantee coverage of 80% of the Tawarruq Cash Line-i 2 and Tawarruq Term Financing-i
2 facilities limit of RM1,000,000.00. |
| (3) | Upfront placement of First Party Term Deposit-i of RM300,000.00
to be held on lien with the Bank. |
| |
P a g e 4 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
Profit
earned on the Term Deposit-i is to be reinvested / capitalized upon each maturity.
| (4) | Collection of monthly sinking fund for RM4,000.00 into an account
to be determined by the Bank. |
First collection
is to commence 1 months after the date of full disbursement. Profit earned, if any, is to be reinvested/capitalized upon each maturity.
| (5) | Personal Guarantee for RM1,820,472.00 is to be executed by Ng
Chen Lok (NRIC No: 870203-06-5701). |
All the existing
securities are to remain unchanged, and, they are to secure the entire banking facilities granted to the Customer from time to time.
| F. | EXECUTION OF SECURITY DOCUMENTATION |
All
relevant security documentation is to be executed within sixty (60) days from the date of acceptance of this Letter of Offer by the
Customer, failing which the Bank shall be entitled at its discretion to extend the time for execution for such period as it deems
fit, or to terminate / cancel this offer and upon such termination or cancellation, the Bank’s liability hereunder shall be
absolved and the Customer shall have no right to claim against the Bank.
| Item |
|
Facility(ies) |
|
Documentation |
| 1. |
|
Tawarruq Cash Line-i 2 |
|
a) Master Facilities
Agreement;
b) Purchase Undertaking;
c) Murabahah Verbal
Aqad (in replacement of Murabahah Sale Contract); and
d) Letter of Agency. |
| 2. |
|
Tawarruq Term Financing-i 2 |
|
a) Master Facilities
Agreement;
b) Purchase Undertaking;
c) Murabahah Verbal
Aqad (in replacement of Murabahah Sale Contract); and
d) Letter of Agency. |
The utilization
and drawdown of the facilities may be allowed only after fulfillment of the following:
| 1. | Acceptance of this Letter of Offer. |
| 2. | Submission of a certified true copy of the Company’s Board of
Directors Resolution authorizing the acceptance of the banking facilities and any variation to the utilization of the approved facilities,
if applicable |
| |
P a g e 5 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
| 3. | Execution and completion of all security documents, as confirmed by the Bank Panel Solicitors. |
| 4. | Written confirmation from Bank Panel Solicitors that all security documents have been duly executed,
stamped and in the case of land charges, legal assignment of Sale & Purchase
Agreement, debenture and cash lien, these documents have all been presented for registration (supported by registration numbers as appropriate)
with the relevant authorities. (where applicable). |
| 5. | Written confirmation from the Official Assignee that directors, chargors, and guarantors (wherever applicable)
have not been adjudicated a bankrupt or wound up as appropriate. |
| 6. | Affin Islamic’s panel takaful company shall be your preferred takaful company and chargeable security
to be adequately covered with them incorporating charging clause in favour of Affin Islamic Bank. |
Notwithstanding
the above, you are free to use the service of any Takaful operators of your choice that provide adequate coverage against such risks as
the Bank may require and determine fit. The takaful certificate shall be duly assigned to the Bank for the duration of the Facility.
| 7. | Confirmation by the Bank’s solicitors that they have filed Statement of Particulars with Companies Commission
of Malaysia, where applicable. |
| 8. | The Customer is advised to open and maintain an Islamic Current Account with the Bank. |
| 9. | The Customer is advised to execute a Letter of Authorization authorizing the Bank to debit the Islamic
Current Account with the Bank for servicing the monthly payment via the Automatic Fund Transfer (AFT) for the Banking facilities, if any,
collection of sinking fund or any amount due in respect of the financing. |
| 10. | Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee under Pemulih Government Guarantee Scheme
(PGGS) approval notification must be obtained for guarantee coverage 80% of the Tawarruq Cash Line-i 2 and Tawarruq Term Financing-i 2
facilities limit of RMl,000,000.00. The Bank reserves the right to cancel or recall the facility should SJPP approval is not obtained. |
| 11. | Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee fee of 1% per annum is to be paid upfront
by the Customer upon signing of Letter of Offer. The amount is to be credited into the Customer’s Islamic Current Account and earmarked
for payment upon receipt of quarterly guarantee fee invoice from Syarikat Jaminan Pembiayaan Perniagaan Berhad. |
| 12. | Submission of audited report FYE06/22 prior to disbursement |
| |
P a g e 6 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
| 1. | Annual guarantee fee under Syarikat Jaminan Pembiayaan Perniagaan
Berhad (SJPP) guarantee under Pemulih Government Guarantee Scheme (PGGS) of 1.0% p.a. is to be borne by Customer. |
| 2. | The Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) guarantee
under Pemulih Government Guarantee Scheme (PGGS) shall be for a period of ten (10) years or until 31/12/2032, whichever is earlier. |
| 3. | The Facility is guaranteed by Syarikat Jaminan Pembiayaan Perniagaan
Berhad (SJPP) and you shall agree and provide your consent to disclosure of any document or information relating to Customer’s account
or affairs to Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) as security provider. |
| 1. | Customer is to ensure advances to related parties does not exceed
RM190,000.00 as long as the bank facilities subsist. |
| K. | ADDITIONAL TERMS & CONDITIONS |
| 1. | All financing proceeds are to be used for the intended purpose. |
| 2. | Submission of audited financial statements within six (6) months
of financial year closing. |
| 3. | Submission of Management Accounts within one (1) month of each quarterly closing. |
| 4. | No change in ownership without Bank’s prior written permission. |
| 5. | Payment of all rents, rates and taxes appropriate on a timely basis. |
| 6. | Possession of all necessary licenses and compliance with all regulations relating to the business. |
| 7. | No disposal of assets without Bank’s prior approval. |
| 8. | Not to enter into joint ventures, profit sharing or royalty agreement without Bank’s prior approval. |
| 9. | Not to enter into any merger, consolidation or reorganization
without Bank’s prior approval. |
| |
P a g e 7 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
| 10. | Not to enter into any management contract or similar arrangement
where the business is managed by third parties. |
| (1) | The Bank shall grant rebate to the Customer (in accordance to
the approved formula by the Shariah Advisory Council of BNM and any amendment of the same) if any of the following shall occur: |
| (i) | The Customer makes early settlement or early redemption, including
those arising from prepayment |
| (ii) | The Customer makes settlement of the original financing contract
due to financing restructuring exercise; |
| (iii) | The Customer makes settlement of the Facility in the case of
default; or |
| (iv) | The Customer makes settlement of the Facility in the event of
termination or cancellation of financing before the maturity date. |
| (2) | Rebate shall be calculated based on the following formula: |
Deferred profit (at the point
of settlement of financing) - Early Settlement Charges (if any).
| (ii) | For non-delivery/non-possession of asset |
Deferred profit (at the point
of settlement of financing) + Undisbursed principal or Cost of Purchase - Early Settlement Charges
(if any).
| (3) | Rebate shall not be construed in any manner whatsoever as cash
rebate payable principal to the Customer, but shall be reflected as a reduction in the profit and element of the installment/payment
of the Bank’s Sale Price. |
| (4) | Rebate shall only be granted in the manner as determined by
the Bank upon receipt of the settlement/redemption sum. |
| M. | COMPENSATION CHARGES (TA’WIDH) |
| (1) | The Customer shall be liable to pay the Bank compensation on
any amount overdue as follows (in accordance to the approved formula by the Shariah Advisory Council of BNM and any amendment of the
same): |
| (i) | if the default occurs during the Tenure of the Facility as provided in this Letter of Offer, at the
rate of one per centum (1%) per annum on such overdue Installment under the Facility or on such outstanding balance of the principal
sum and earned profit (if any) (subject to rebate, if applicable), in the case of default causing the entire Facility to be recalled
or brought to court for judgement prior to maturity, whichever applicable, or any other method approved by the Bank’s Shariah
Committee and/or Shariah Advisory Council of BNM; and |
| |
P a g e 8 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
| (ii) | if the default occurs after the maturity of the Facility as provided or upon judgment, whichever is
earlier, at the rate which is the prevailing daily overnight Islamic Interbank Money Market rate on such outstanding balance of the
principal sum and earned profit (if any) (subject to rebate, if applicable) or any other method approved by the Bank’s Shariah
Committee and/or Shariah Advisory Council of BNM. |
| (2) | It is further agreed that the compensation shall not be compounded. |
| (3) | The compensation at the aforesaid rate shall be payable by the Customer after as well as before any
judgment or order of court. |
| N. | FACILITIES GRANTED IN FOREIGN CURRENCIES (if applicable) |
In the
event that the Bank decides to recall any facility/ies granted in Foreign Currency in this Letter of Offer, the Bank shall be entitled
to convert the Foreign Currency to Ringgit equivalent using the prevailing rate quoted by the Bank’s Treasury Department.
Prepayment
in respect to Istisna’ Term Financing-i, Ijarah Term Financing-i, Murabahah Term Financing-i, Musharakah Mutanaqisah Term Financing-i,
Tawarruq Term Financing-i and Tawarruq Revolving Credit-i (whichever applicable) shall be allowed by giving 30 days’ notice to the Bank
of the Customer’s intention of such prepayment; failing which the Bank may factor in such associated cost in reducing Ibra’, exercise
price, buyout amount (whichever applicable). Such notice shall be irrevocable and subject to the minimum amount of RMl,000.00.
At the discretion
of the Bank, the Customer may make an early settlement to the Bank of the Facility(ies) (if applicable) subject to the following conditions:
| (a) | the Bank shall have received from the Customer not less than
thirty (30) days or such other period as may be prescribed by the Bank from time to time, prior written notice (“Early Settlement
Notice”) of its intention to make early settlement specifying the relevant amount to be paid and the date of such payment failing
which the Bank shall have the right to factor in such associated costs or charges in the exercise price formula under the respective
purchase undertaking accordingly or in reducing the ibra’ amount, whichever applicable; |
| (b) | the Customer has paid in full all other monies due and outstanding
under the Facility(ies) and the relevant security documents; |
| (c) | the amount payable by the Customer in respect of such early
settlement shall be determined by the Bank at its discretion in accordance with the principles of Shariah; and |
| |
P a g e 9 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
| (d) | any Early Settlement Notice once given shall be irrevocable
and the Customer shall pay the amount as determined by the Bank on the date specified in such Early Settlement Notice. |
The disbursement of the financing shall be effected
within the availability period of six (6) months from the date the facility is placed at Customer’s disposal, otherwise the financing
shall be treated as lapsed and cancelled.
The disbursement of all the facilities are further subject
to:
| (a) | execution of security documentation acceptable to the Bank and
compliance with conditions precedent to the Bank’s satisfaction; |
| (b) | the Specific Terms & Conditions annexed to this Letter of
Offer. |
Fire Takaful
Contract on the properties charged shall be obtained from Takaful Company on the Bank’s panel and duly assigned to the Bank and the Bank
is the beneficiary of the policy, for the duration of the facilities.
For facilities pegged to Base
Financing Rate (“BFR”), Base Rate (“BR”) and Islamic Cost of Fund (“iCOF”), the effective profit rate is
subject to a minimum rate of 3.0% per annum (“p.a.”) or such other minimum rate as may be prescribed by the Bank from time to
time with prior notice to you.
The Attachments (which include
the Standard Terms and Conditions and the Specific Terms and Conditions) as attached to this Letter of Offer shall form part of this Letter
of Offer.
Bank Negara
Malaysia has now established the Central Credit Bureau to collect information from banks regarding the customers and the credit facilities
granted to the customers. This is to enable participating banks who are approached for credit facilities by a customer to be informed
by the Bureau of the customer and the aggregate credit facilities granted to the customer by the other banks.
This information
is kept strictly confidential between the Bureau and all participating Banks and it is a term of the financing facilities offered in this
Letter of Offer to you that information regarding it will be given to the Bureau for the use of the Bureau and participating Banks.
Apart from the above
amendments, all other existing terms and conditions of our facility(ies) to you shall remain the same.
| |
P a g e 10 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
Please indicate
your acceptance of the above banking arrangement by signing and returning to the Bank the duplicate of the Letter of Offer and the appendices
within fourteen (14) days from the date of this Letter of Offer, together with the following documents, duly certified true copy by the
Company Secretary:
| 1. | a copy of the Board Resolution together with a copy of the certificate
of incorporation and Memorandum and Articles or Constitution; and |
| 2. | a copy of the latest Forms 24, 44 and 49 or other relevant forms
under the Companies Act 2016 of the Customer. |
failing which
the Bank shall be entitled at its discretion to either treat this offer as having lapsed or extend the time of acceptance for such period
as it deems fit.
In the event
of a discrepancy or an ambiguity or any inconsistency(ies) between the terms of this Letter of Offer and those of the Standard Terms and
Conditions and / or the Specific Terms and Conditions, the terms of this Letter of Offer shall prevail to the extent of such discrepancy
or ambiguity or inconsistency(ies) ) but only to such extent.
This Letter of Offer will be governed by Malaysian laws.
The terms
of this Letter of Offer may be varied or waived by notice in writing by the Bank and the Bank in its discretion may require the Customer
to countersign such written notice.
All documents should be forwarded to:
Affin Islamic Bank Berhad
Financing Credit Administration & Documentation
Security Documentation Section
9th Floor, Menara Affin,
80 Jalan Raja Chulan
50200 Kuala Lumpur
For any clarification on security
documentation, kindly contact;
Officer: Azman Yacob
Contact no.: 03-2731 5266
For any enquiry regarding the
terms and conditions of the facility(ies) granted, kindly contact;
| Relationship Manager |
: Er Chun Sean |
| Contact no. |
: 03-77270906 |
| E-mail Address |
: seaner@affinbank.com.my |
The facilities will be made
available to you at our Branch at the following address:-
Affin Islamic Bank Berhad
Taman Tun Dr. Ismail Branch
No. 47 & 49,
Jln Tun Mohd Fuad 3,
Tmn Tun Dr.
Ismail,
60000 Kuala Lumpur
Tel: 03-7727 9080, 03-7727 9082
Fax: 03-7727 9543
| |
P a g e 11 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
We thank you for giving the
Bank the opportunity to be of service to you.
Yours faithfully,
for AFFIN
ISLAMIC BANK BERHAD
| /s/ Er Chun Sean |
|
/s/ Benjamin Chu |
| Authorised Signatory |
|
Authorised Signatory |
| |
P a g e 12 | 13 |
|
Customer: SAGTEC GROUP SDN. BHD. (1283508P/201801021489)
Ref no.: SDS/2022/BC-TTDI/34163/AYM
Date: 28 October 2022 | |
REMINDER: The Customer is reminded
to read and understand the terms and conditions of this Letter of Offer and the Attachments before signing below. In the event there are
any terms and conditions in this Letter of Offer and the Attachments that the Customer does not understand, the Customer is advised to
discuss further with the Bank’s staff, representative or agent before signing below.
I/We, SAGTEC GROUP
SDN. BHD. (1283508P / 201801021489) accept the foregoing terms and conditions and the attached Standard Terms and Conditions and
Specific Terms and Conditions in respect of the banking facilities offered, and we authorize the Bank to conduct credit checks on us
with any credit reference agencies at any time and from time to time, and, I/we confirm that I/we has/have read and consent to the
terms of the Privacy Notice on the Bank’s website
Authorised
signatories for and on behalf of SAGTEC GROUP SDN. BHD. (1283508P / 201801021489)
| /s/ NG CHEN LOK |
|
|
| Name: |
NG CHEN LOK |
|
Name: |
|
| NRIC No: |
870203-06-5701 |
|
NRIC No: |
|
| Date: |
|
|
Date: |
|
| |
|
|
| Name: |
|
|
Name: |
|
| NRIC No: |
|
|
NRIC No: |
|
| Date: |
|
|
Date: |
|
Rubber stamp of the Customer,
SAGTEC GROUP SDN. BHD. (1283508P / 201801021489)
| |
P a g e 13 | 13 |
|
PRIVATE & CONFIDENTIAL
| Our Ref |
: FCAD/RNC/24/0-00000822/LO001 |
| Date |
: 20/08/2024 |
SAGTEC GROUP SDN. BHD. (201801021489)
NO 43-1
JALAN BESAR KEPONG
KEPONG
52100 KUALA LUMPUR
W.P KUALA LUMPUR
MALAYSIA
Dear Sir/Madam,
ISLAMIC BANKING FACILITY(IES) GRANTED
TO SAGTEC GROUP SDN. BHD. (201801021489) (“CUSTOMER”)
We refer to our previous Letter(s)
of Offer and wish to advise that the Bank has approved to renew your existing facility(ies), the next renewal date will be on 31/08/2025.
All other existing terms and conditions
including the security as per our previous Letter(s) of Offer are to remain unchanged unless specified otherwise in this letter.
For any enquiry, kindly contact: -
| Relationship Manager |
: NATALIE YAP CHAI YEAN |
| Contact No. |
: 03-77270900 |
Thank you.
| Yours Sincerely |
|
|
| for AFFIN ISLAMIC BANK BERHAD |
|
|
| |
|
|
| |
|
|
| /s/ Natalie Yap Chai Yean |
|
/s/ Benjamin Chu Yau Wei |
| NATALIE YAP CHAI YEAN |
|
BENJAMIN CHU YAU WEI |
| RELATIONSHIP MANAGER |
|
BC HEAD, TTDI |
t\
03-7777 0900 f\ 03-7727 0908 w\ AffinGroup.com
a\ Business Centre -
Taman Tun Dr Ismail Branch 2nd Floor, No. 47 & 49, Jalan Tun Mohd Fuad 3, Taman Tun Dr Ismail, 60000 Kuala Lumpur.
AFFIN BANK BERHAD
197501003274 (25046-T) - AFFIN ISLAMIC BANK BERHAD 200501027372 (709506-V)
AFFIN HWANG INVESTMENT
BANK BERHAD 197301000792 (14389-U)
Exhibit
10.22
RHB
BANK BERHAD
Registration
No. 196501000373 (6171-M)
Private
and Confidential
Ref
No: 21004434/CA/23/05/LO001
Date:
27/09/2023
SAGTEC
GROUP SDN BHD (1283508P)
NO
43-2, JALAN BESAR KEPONG,
KEPONG
52100
KUALA LUMPUR
WP
KUALA LUMPUR
Dear
Sirs
| RE: |
BANKING
FACILITY(IES) GRANTED TO SAGTEC GROUP SDN BHD (“BORROWER”) |
We,
RHB BANK BERHAD (“the Bank”) are pleased to inform you that the Bank has agreed to offer you the Banking Facility(ies)
as stated below and subject to the following terms and conditions:-
| 1. | THE
BANKING FACILITY(IES) |
The
banking facility(ies) granted or to be granted to you are as follows:-
| |
Banking
Facility |
Existing
Limit
(RM) |
Additional/
Reduction
(RM) |
Total/
Revised Limit
(RM) |
| |
BizPower
SME All Economic Sectors Facility (AES) - PLM Term Loan (TL) |
0.00 |
800,000.00 |
800,000.00 |
| |
TOTAL |
0.00 |
800,000.00 |
800,000.00 |
In
this Letter of Offer, the expression “Banking Facility” shall refer to the banking facility set out above, and if there is
more than one banking facility set out above, the expression “Banking Facility” shall refer collectively to all and individually
to each of the respective banking facilities set out above.
The
Banking Facility shall be used for the purpose(s) as set out below and if you require to use the Banking Facility or any part of the
Banking Facility for any other purpose, you shall have to first obtain the Bank’s prior written consent which may or may not be granted
at the Bank’s discretion, and if granted may be subject to such conditions as the Bank may impose with twenty one (21) calendar days’
prior written notice with reason(s) to you:-
| |
Banking
Facility |
Purpose
Description |
| |
BizPower
SME All Economic Sectors Facility (AES) - PLM Term Loan (TL) |
To
enhance access to financing for SMEs in all economic sectors. |
No
30, 1st Floor, Jalan 7/108C, Taman Sg Besi, 57100 Kuala Lumpur
Tel: 03-7981 4009 Fax: 03-7984 7893
Together
We Progress
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 3.1 | The
granting / continued granting/ extension of the Banking Facility to you is at all times subject
to availability of funds. |
First
Drawdown
The
BizPower SME All Economic Sectors Facility (AES) - PLM Term Loan (TL) facility is made available to you for drawdown for a period 6
Month(s) from Syarikat Jaminan Pembiayaan Perniagaan Berhad’s (“SJPP”) approval. Any undrawn amount will upon expiry of
the availability period be cancelled by the Bank with prior written notice and will not thereafter be available for drawdown by
you.
| 4.1 | The
Banking Facility is subject to periodic review at the discretion of the Bank. Despite such
periodic review, the Banking Facility shall be repayable on demand by the Bank in writing. |
| 4.2 | Subject
to and until such periodic review or demand under paragraph 4.1 of this Letter of Offer,
the Banking Facility is for the following tenor:- |
| |
Banking
Facility |
Tenor |
| |
BizPower
SME All Economic Sectors Facility (AES) - PLM Term Loan (TL) |
60
Month(s) Date Of First Disbursement. |
| 5. | INTEREST
RATE(S)/COMMISSION/BANKING CHARGES/COMMITMENT FEE/OTHER CHARGES |
| 5.1 | You
shall pay interest on all monies due and payable by you and all monies outstanding and owing
to the Bank in relation to the Banking Facility and commission, discount charges and any other
charges payable in relation to the Banking Facility at the following rates, or at such other
rate or rates as may be stipulated or prescribed by the Bank in writing at any time and from
time to time with twenty one (21) calendar days’ prior written notice with reasons(s) to
you:- |
| |
Banking
Facility |
Interest
Rates/Commissions |
| |
BizPower
SME All Economic Sectors Facility (AES) - PLM Term Loan (TL) |
Interest
at Five per centum (5%) per annum with daily rest. |
| 5.2 | Interest
and commission at the aforesaid rate(s) (“the Prescribed Rate” which expression shall
refer to the respective interest rates and commission chargeable on the respective facilities
comprised under the Banking Facility) shall be payable by you, both before and after judgment
or demand. |
| 6. | INCREASED
RATE OF INTEREST ON DEFAULT/EXCESS AMOUNT |
In
addition to all the rights and remedies of the Bank, if you shall default in the payment of any sums on their respective due dates you
shall pay interest on such overdue sums at the rate of 3.5% per annum above the Bank’s Prescribed Rate or such other rate or rates
as the Bank may, at its discretion, at any time and from time to time impose, by giving twenty one (21) calendar days’ prior written
notice with reason(s) to you, and such rate or rates of interest (“the Default Rate”) shall be payable by you, both
before and after judgment or demand, from the due date up to the date of actual repayment.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
Despite
any provisions to the contrary, the Banking Facility shall be payable on demand by the Bank in writing. In addition, you shall upon the
expiry of the tenor (if any) of the Banking Facility or any part of the Banking Facility, repay the entire outstanding sum under each
of the Banking Facility which tenor has expired. Until the expiry of the tenor of each of the Banking Facility or until a demand for
repayment is made, you shall repay the Banking Facility as follows:-
| |
Banking
Facility |
Repayment
Terms |
| |
BizPower
SME All Economic Sectors Facility (AES) - PLM Term Loan (TL) |
By
60 Month(s) Monthly instalments of RM 15,096.99 to commence upon full release of the Term Loan or such other date as the Bank may
in its absolute discretion stipulate. Pending full drawdown interest shall be paid monthly in arrears on the sum drawdown. |
The
Banking Facility, interest, commissions and banking and/or other charges and expenses payable on the Banking Facility or in connection
with the Banking Facility are to be secured by:
| 8.1 | New/Additional
Security (To Be Obtained) |
| 8.1.1 | Against
70% guarantee coverage by Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) for the Banking
Facilities under PEMULIH Government Guarantee Scheme (PGGS) for RM 800,000.00. |
| 8.1.2 | Personal
Guarantee (PG) of RM 800,000.00 to be executed by NG CHEN LOK (NRIC: 870203065701). |
| 9. | CONDITIONS
FOR DRAWDOWN/UTILISATION |
| 9.1 | In
addition to the conditions precedent for drawdown as stipulated in the General
Terms and Conditions annexed hereto, you shall also fulfill the following conditions precedent before you are allowed to drawdown
on the Banking Facility:- |
| 9.1.1 | A
Standing Instruction (SI) is to be executed for the direct debiting of your current account
for the monthly Term Loan instalment payment, the Bank shall have the right to automatically
debit your current account for all payments due and payable under your Banking Facility,
which remain outstanding on their due date of payment. |
| 9.1.2 | You
are to authorize the Bank to deduct the Term Loan account for stamping fee incurred, any other charges, expenses as and when they are
due for payment for the Banking Facility granted. |
| 9.1.3 | Receipt
of the Bank’s Letter of Offer duly accepted. |
| 9.1.4 | Receipt
by the Bank of BNM approval for AES. |
| 9.1.5 | Receipt
by the Bank of 70% SJPP guarantee cover for the Banking Facility. |
| 9.2.1 | you
shall fail to comply with any of the conditions precedent referred to in paragraph 9.1 above
and/or in the General Terms and Conditions annexed hereto; and/or |
| 9.2.2 | there
has been a material adverse change in your condition, financial or otherwise after the date
of this Letter of Offer; |
you
will not be entitled to utilise the Banking Facility and the Bank shall be entitled to cancel the Banking Facility granted in this Letter
of Offer with prior written notice to you and you shall be liable to reimburse and/or indemnify the Bank for all costs and expenses (including
legal costs and expenses) incurred by the Bank in connection with the approval and/or grant of the Banking Facility to you.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 10. | OTHER
TERMS AND CONDITIONS |
| 10.1 | SJPP
consent to be obtained for any future borrowings to be undertaken. |
| 10.2 | Services
Tax (ST) If any service made under this contract/agreement is a taxable service to which the ST would apply, then the Bank reserves the
right to levy ST at the prescribe rate and the recipient of the service agrees to pay the amount of ST. |
| 10.3 | Late
payment penalty interest; all late payment of any money payable (whether principal or interest) will incur an additional interest of
1% pa. |
| 10.4 | The
Bank shall have received the endorsement approval from Bank Negara Malaysia for All Economic Sectors under BNM’s Fund for SME. |
| 10.5 | If any of the provision of this letter becomes invalid, illegal or unenforceable in respect of any law, the validity, legality or enforceability
of the remaining provisions shall not in any way be affected or impaired. |
| 10.6 | You
authorize and consent to the Bank to obtain any credit information from any registered Credit Reporting Agencies as defined under the
Credit Reporting Agencies Act 2010 (“GRA”) and for the CRA to provide the said information to the Bank without further notice to
you for purposes related to the Banking Facility. |
| 10.7 | The
Banking Facility is to be disbursed within a period of six (6) months from the date of receipt by the Bank of GOM’s approval on the guarantee.
If the facilities cannot be disbursed within 6 months from SJPP’s approval, extension of Availability Period (AP) must be submitted 1
month prior to its expiry. |
| 10.8 | The
PGGS is for 5 years effective from the date of the issuance of the Letter of Guarantee from Government of Malaysia and shall not exceed
31/12/2035. |
| 10.9 | A
cancellation fee of RM 2,000-00 is payable to the Bank in the event that the facility granted is cancelled at any time after the acceptance
of our loan (subject to preparation of the legal documentation has commence) and before the first loan disbursement. Such cancellation
fee may be deducted automatically from the Borrower’s account with the Bank at the Bank’s discretion. |
| 10.10 | The
Bank reserves the right to reclassify the banking facility under the BNM’s Fund for SMEs outside of BNM’s Fund for SMEs if you do not
meet the criteria set by Bank Negara Malaysia. |
| 10.11 | The
Bank reserves the right to debit your account with the Bank all costs, expenses and charges pertaining to your banking facilities. |
| 10.12 | GOM
and/or any of it’s appointed representative will subrogate all rights of the Financial Institution against you in respect of the amount
paid by GOM in accordance to the PGGS scheme. |
| 10.13 | The
Banking facility extended to you are subject to terms and conditions of the PGGS and the PGGS is subject to change at any time at GOM’s
sole and absolute discretion. |
| 10.14 | In
the event you wish to continue on with the Banking Facility after the expiry period or termination of the PGGS, the Bank reserves the
discretion to vary the terms and conditions of the Banking Facility granted. |
| 10.15 | Upon
expiry of the tenure or termination of the PGGS, the profit rate charged will be converted to profit rate as may be determined by the
Bank which shall apply throughout the entire tenure of the Banking Facility and the Bank reserves the right to vary the terms and conditions
of the Banking Facility granted. |
| 10.16 | One
point zero per centum (1.00%) per annum or minimum guarantee fee of Ringgit Malaysia One
Thousand (RM 1,000.00) for the issuance of the GOM is absorbed by the Bank. |
| 10.17 | The
Borrower may at any time by giving to the Bank three (3) month’s notice in writing
or by paying three (3) months interest in lieu of notice repay the whole of the moneys then
owing to the Bank under the Term Loan Facility or such lesser amount in integral multiples
of Ringgit Malaysia One Thousand Only (RM 1,000.00) or such other amount as the Bank may
in its absolute discretion accept PROVIDED THAT the acceptance of such lesser amount as aforesaid
by the Bank shall in no way entitle the Borrower to a reduction in the amount of any instalment
but only to a reduction in the number thereof. |
| 10.18 | You shall be offered
Mortgage Reducing Term Assurance (MRTA) / Credit Level Term Assurance (CLTA) or any other policies acceptable to the Bank
(“Insurance Policies”) in respect of your directors / partners / key personnel; of which the sum / terms of coverage is
mutually agreed by both parties. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 10.19 | For the avoidance of
doubt, the Bank may disburse the Banking Facility even if the director(s)’ / partners / key personnel’s Insurance
Policies or any other policies which is acceptable by the Bank are inadequate and / or not obtained to the Bank’s satisfaction.
The Borrower shall indemnify and keep the Bank fully indemnified against any claims, demands, actions, costs, expenses, losses,
damages and liability which the Bank may incur or suffer arising from the Borrower’s non-fulfilment of the Bank’s
conditions / requirements on the Insurance Policies or any other policies which is acceptable by the Bank, save and except where the
same arise from the gross negligence, willful misconduct, willful default or fraud of the Bank. |
| 10.20 | In
the event that the Banking Facility is withdrawn, cancelled or terminated by either party before the drawdown of the Banking Facility,
all costs and expenses incurred in relation to the Banking Facility are to be entirely borne by the Borrower. |
| 10.21 | If
any service made under this Letter of Offer is a taxable service to which the services tax would apply, then the Bank may levy the services
tax at the prescribed rate and the recipient of the service agrees to pay the amount of the services tax. |
| 10.22 | For
the avoidance of doubt, the Borrower shall bear all professional fees, taxes (including service tax), and out-of-pocket expenses incurred
and any other fees, expenses or recourse in respect of the Banking Facility. |
| 11. | INFORMATION
DISCLOSURE |
The
Borrower consents to and authorises the RHB Banking Group (which shall include its holding company, its subsidiaries and associated
companies), its respective directors, officers, employees and agents to process, disclose, retain, share and/or verify information or
documents pertaining to the Borrower’s affairs, account(s), facility(ies), directors and/or substantial shareholders to and/or with the
following parties:-
| (i) | any
companies within the RHB Banking Group, whether within or outside Malaysia for the following purposes: |
| a) | cross-selling,
marketing, and promotions of products and/or services of the RHB Banking Group except where
the Borrower had chosen not to allow the Bank to make any disclosure under Clause 11.1(i)(a); |
| b) | conducting
conflict checks on any conflict of interest situations whether actual or potential, pursuant
to the appointment of RHB Investment Bank Berhad, if applicable; and |
| c) | having
access to the Borrower’s information and/or documents in relation to its securities and/or
depository accounts maintained with RHB Investment Bank Berhad and/or the relevant central
and/or authorised depositories, if applicable; |
| (ii) | the
Credit Guarantee Corporation (“CGC’’), Syarikat Jaminan Pembiayaan Penriagaan (“SJPP”), Bank Negara Malaysia, Central
Credit Bureau, Cagamas Sdn Bhd and such other authorities/regulators/parties as may be authorised by taw or regulations to obtain such
information or by court of law; |
| (iii) | any
authorities/regulators/parties as may be authorized by law or regulations to obtain such
information or by court of law; |
| (iv) | any
party(ies) providing security for purposes of facility(ies) granted to the Borrower; agents
of the RHB Banking Group, including vendors, merchants and/or third party service providers
in connection with any products and/or services being provided by the RHB Banking Group; |
| (v) | auditors,
legal counsels and/or other professional advisers in relation to the provision of services
by the RHB Banking Group pursuant to this engagement, or in connection with the preparation
of any facility or security documents, if applicable, or any action or proceeding for the
recovery of monies due and payable by the Borrower, wherever applicable; |
| (vi) | credit
bureaus and/or credit reporting agencies, fraud prevention agencies, debt collection agencies
and industry/financial related associations; and |
| (vii) | any
potential assignee or other person proposing to enter into any contractual arrangement which
requires the disclosure of such information. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 12. | AMENDMENT AND/OR ADDITIONAL
TERMS AND CONDITIONS |
| 12.1 | The Bank may, with twenty one (21) calendar days’ prior written
notice with reason(s), at your request or at the Bank’s discretion, grant additional banking facilities to you and/or convert and/or
vary and/or substitute all or any of the Banking Facility granted into another banking facility or facilities. In any such event, the
securities, liabilities and/or obligations created pursuant to and by this Letter of Offer shall continue to be valid and binding for
all purposes up to the limit of the total banking facilities advanced to you, despite such addition and/or change but subject to such
variations as the Bank may notify you in writing and/or implied by law or trade usage governing or applicable to the aforesaid addition
and/or changes. |
| 12.2 | Unless specified otherwise, the terms of this Letter of Offer
may, at any time and from time to time, be amended or varied by the Bank at its discretion by giving twenty one (21) calendar days’ prior
written notice with reason(s) to you. Unless you notifies the Bank in writing during the notice period that you disagrees with the amendment
and/or variation, such amendments and/or variations shall be deemed to become effective and the relevant provisions of this Letter of
Offer shall be deemed to have been amended and/or varied accordingly and shall be read and construed as if such amendments and/or variations
had been incorporated in and had formed part of this instrument at the time of execution of this instrument. |
| 13. | BNM LINK (“BNMLINK”) AND OMBUDSMAN FOR FINANCIAL SERVICES (“OFS”)
(formerly known as Financial Mediation Bureau) |
If you are not satisfied with the outcome of the investigation
or of the complaint, you may appeal against such outcome by referring such complaint to BNM or the OFS.
For enquiry, please call:
BNMLINK or TELELINK: 1-300-88-5465
OFS:
03-2272 2811
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
The terms and conditions set out
in the Annexures form an integral part of this Letter of Offer and in the event of any conflict or discrepancy between the terms and conditions
in this Letter of Offer and the terms and conditions in the Annexures, the terms and conditions in this Letter of Offer shall prevail.
If any of the provisions in this
Letter of Offer and/or Annexures becomes invalid, illegal or unenforceable in respect of any law, the validity, legality or enforceability
of the remaining provisions shall not in any way be affected or impaired.
Please
indicate your acceptance of the Banking Facility upon the terms and conditions in this Letter of Offer by signing the duplicate of
this letter and returning the same to the Bank within fourteen (14) calendar days from the date hereof. In addition, you are
required to execute such loan/security documents which the Bank’s solicitors shall advise are necessary for the protection of
the Bank’s interest.
We thank you for giving us the opportunity to be of service
to you.
Yours faithfully
for RHB BANK BERHAD
(Registration No. 196501000373 (6171-M))
| /s/ Joanne Lee Jia Li |
|
/s/ Sohn Ng Kian Soon |
| Joanne Lee Jia Li |
|
Sohn Ng Kian Soon |
| Business Development Manager |
|
Head - Business Development Manager (PLM) |
| Klang Valley South |
|
Klang Valley South |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
FORM OF ACCEPTANCE & DECLARATION ON CONNECTED PARTIES
I/We confirm that I/We have read the terms
and conditions set out above and in the Annexure(s) hereto and taken note of the same. I/We hereby accept the Banking Facility upon
the terms and conditions mentioned above and in the Annexure(s). I/We declare that:
I am/We
are not related to/a guarantor to/in control of / controlled by any of the directors, controlling shareholders, officers of the RHB Banking
Group and their respective *close relatives.
None of the directors, controlling shareholders,
officers of the RHB Banking Group and their respective *close relatives is a director, partner, executive officer, agent or guarantor
in our firm / partnership / company / legal entity and / or our subsidiaries / entities controlled by us.
*“Close relatives” is defined as spouse
and dependents of the spouse, child (including step/adopted child) and spouse of the child, parent and brother or sister and their spouses.
* For Term Loan
I/We irrevocably and unconditionally authorise the Bank to deduct
the following account under Account No:_____________________________________________________ maintained in the name(s) of SAGTEC GROUP SON
BHD with the Bank to pay for all payments due and payable by me/us under the Banking Facility including any fees and charges
related to the Facility provided there are sufficient funds in the current/savings account for such debiting. I/We shall undertake
to ensure that there are sufficient funds in my/our current/savings account for such debiting.
| THE COMMON SEAL of |
) |
|
| SAGTEC GROUP SDN BHD |
) |
|
| (Registration No. 1283508P/201801021489) was |
) |
|
| hereunto affixed |
) |
|
| in accordance with its Constitution |
) |
|
| in the presence of: |
) |
|
OR
| SIGNED by [director] |
) |
 |
| and [authorised personnel] |
) |
| for and on behalf of |
) |
| SAGTEC GROUP SDN BHD |
) |
| (Registration No. 1283508P/201801021489) |
) |
| in the presence of: |
) |
| |
|
|
| |
|
 |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
ANNEXURE I
THE GENERAL TERMS AND CONDITIONS
| 1. | REPRESENTATIONS AND
WARRANTIES |
The Borrower represents and warrants to the Bank that:-
| (i) | the Borrower has full
legal right, authority, power and capacity to accept and to borrow the Banking Facility and
to perform the terms of this Letter of Offer. In the event the Borrower is a company, the
Borrower is a company duly incorporated and validly existing under the laws of Malaysia and
has full power and authority to carry on its present business; |
| |
(ii) |
the terms of this Letter of Offer constitute legal, valid and binding obligations enforceable against the Borrower: |
| (iii) | all
consents, authorisations and approvals which are required to be obtained in connection with
or are necessary for the acceptance, delivery, legality or enforceability of this
Letter of Offer and the use of the Banking Facility have been obtained and are in full force
and effect; |
| (iv) | the Borrower’s acceptance of this Letter of Offer and the performance of its terms will not contravene
any law, regulation, order or decree of any governmental authority, agency or court to which the Borrower is subject; |
| (v) | the Borrower is not in default under any agreement to which the Borrower is a party
or by which the Borrower may be bound and no litigation, arbitration or administrative proceedings are presently current or pending or
threatened against the Borrower; |
| (vi) | all information furnished by the Borrower to the Bank in connection with the Banking Facility are true
and correct and there has been no omission which would render the information inaccurate or misleading; |
| (vii) | the
Borrower’s last audited accounts have been prepared in accordance with accounting principles
and practices generally accepted in Malaysia and give a true and fair view of the Borrower’s
financial position as at that date; |
| | | |
| | (viii) | there are no winding-up proceedings currently pending
or threatened against the Borrower; |
| (ix) | none of the Borrower’s directors, partners, executive officers, agents, or guarantors
are in the employment of or directly related to any of the directors, controlling shareholders, officers or employees of the RHB Banking
Group and their respective close relatives; and |
| (x) | the Borrower is in compliance with Condition 20.6 of Annexure I (Environmental
matters) and Condition 20.7 of Annexure I (Human rights and labour laws) and no circumstances have occurred which would prevent
such compliance in a manner or to an extent which has or could be expected to amount to an Event of Default. |
| 2.1 | The Banking Facility will be made available for the Borrower’s
utilisation upon the fulfilment of the following conditions precedent:- |
| (i) | the Bank shall have received the Borrower’s acceptance of this Letter of Offer within the time prescribed; |
| (ii) | all loan/security documents which are required in this Letter of Offer and/or
such other documents as may be required by the Bank and/or its solicitors shall have been executed by the Borrower and/or the
relevant security parties, duly stamped and presented for registration and/or registered at the relevant registries within thirty
(30) calendar days from the date of the acceptance of the Letter of Offer or such other time as may be stipulated in writing by the
Bank; |
| | | |
| | (iii) | the Bank shall have received copies of the following
documents certified as true and correct by the Borrower’s secretary or director:- |
| (a) | all authorisations, licences, approvals and consents which are necessary for the
financing by the Bank, the carrying on of the Borrower’s business and the execution of the security documents (if any); |
| (b) | the Borrower’s Board of Directors’ Resolution authorising the acceptance and the
borrowing of the Banking Facility and/or the execution of the loan/security documents (if any), together with deed of empowerment (if
any); |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (c) | a copy each of the Borrower’s (if applicable) certificate of incorporation/ notice
of registration and the Constitution or a written confirmation duly signed by a director or a company secretary confirming that the Borrower
does not have a Constitution and the Return of Allotment of Share Form (previously known as Form 24), Notification for Change in the Registered
Address (previously known as Form 44), and Notification of Change in the Register of Directors, Managers and Secretaries Form (previously
known as Form 49) of the Companies Act 2016; |
| (d) | specimen signatures, authenticated in such manner as the Bank may require, of the
persons authorised to act on the Borrower’s behalf in respect of the transactions contemplated in this Letter of Offer. |
| (iv) | the
Borrower shall have paid all fees or charges payable or agreed to be paid by the Borrower
to the Bank for or in connection with the Banking Facility including the preparation and
perfection of the loan/security documents; |
| (v) | no
Event of Default (as defined below) and no event which with the giving of notice or lapse
of time or both would constitute an Event of Default shall have occurred or be continuing; |
| (vi) | no extraordinary circumstances or change of law or other governmental action shall
have occurred which makes it improbable that the Borrower will be able to observe or perform the covenants and obligations in this Letter
of Offer; and |
| (vii) | the Bank’s solicitors
shall have made a search on the Borrower at the Companies Commission of Malaysia and the
Director-General of insolvency’s Office and the results of such searches shall have
been satisfactory to the Bank. |
| 2.2 | In the case where guarantee(s)
and/or other security (“the Security Document”) is/are required by the Bank from the Security Party, the utilisation of the Banking
Facility shall also be subject to the fulfilment of the following additional conditions precedent:- |
| (i) | the Security Document
shall have been duly perfected, stamped and forwarded to the Bank or presented for registration
at the relevant registries, where applicable; |
| (ii) | where the Security Party is a body corporate, such Security
Party shall have forwarded to the Bank copies of the following documents:- |
| (a) | its Board of Directors’ Resolution authorising the execution of the Security Document together with
deed of empowerment (if any); |
| (b) | a certified copy of its certificate of incorporation and the Constitution or a
written confirmation duty signed by a director or company secretary confirming that the Borrower does not have a Constitution and the
Return of Allotment of Shares (previously known as Form 24), Notification for Change in the Registered Address (previously known as Form
44), and Notification of Change in the Register of Directors, Managers and Secretaries Form (previously known as Form 49) of the Companies
Act 2016; |
| (iii) | the Bank’s solicitors shall have made a search on the Security
Party at the Companies Commission of Malaysia and/or the Director-General of Insolvency’s Office and the results of such searches shall
have been satisfactory to the Bank; |
| (iv) | all authorisations, approvals
and consents which are necessary for the creation and delivery of the Security Document to
the Bank under this Letter of Offer, shall have been obtained and delivered to the Bank. |
During the tenor of the Banking Facility the Borrower
shall:-
| (i) | carry
out the Borrower’s business diligently one efficiently and in accordance with sound financial practices; |
| (ii) | furnish to the
Bank all information reasonably required by the Bank in relation to the Borrower’s
business and financial position; |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (iii) | keep
full, proper and up-to-date accounts and furnish to the Bank within one hundred and eighty
(180) days from the end of each of the Borrower’s financial year copies of the Borrower’s
annual report together with the balance sheet and profit and loss account duly audited and
certified by a qualified independent auditor; |
| (iv) | keep and maintain the Borrower’s present paid up share capital and any increases of the paid up share capital; |
| (v) | punctually pay and/or cause to be paid all rents, rates, taxes and all other outgoings payable in
respect of the premises at which the Borrower carries on business and properties which are security for the repayment of the Banking
Facility; |
| (vi) | appoint from time to time only such auditor or firm of auditors acceptable to the Bank; |
| (vii) | notify the Bank of the occurrence of an Event of Default stipulated in this Letter of Offer or of any
event which would constitute an event of default in relation to any of the Borrower’s other indebtedness; |
| (viii) | notify the Bank of any change in the Borrower’s Board of Directors or its management or its major or
controlling shareholders or partners; |
| (ix) | when
require by the Bank, to cause and procure the Borrower’s directors, shareholders and/or
related ccmpany(ies) to issue letter of undertaking to the Bank to subordinate the loan/sum
extended to the Borrower by the said directors, shareholders and/or related company(ies)
to the Banking Facility (“Subordinated Debt”); and |
| (x) | in
the event of any payment or distribution of the Borrower’s assets (in cash or in securities)
upon any dissolution, winding up, liquidation or reorganization, to repay the Banking Facility
and/or ensure that the Bank shall be entitled to receive payment in full in respect of the
Banking Facility in priority to the Subordinated Debt. If any of the said directors, shareholders
and/or related company(ies) receive payment/distribution in respect of the Subordinated Debt,
the Borrower shall cause them to pay to the Bank such payment/distribution for the application
towards the Banking Facility and all indebtedness due and owing by the Borrower to the Bank
and until such payment in full, shall be held in trust for the Bank. |
During the tenor of the Banking Facility
the Borrower shall not, without the prior written consent of the Bank:-
| (i) | add to, delete, vary or amend the Borrower’s Constitution in
any manner which would be inconsistent with the terms of this Letter of Offer, the facility agreement and the security documents; |
| (ii) | change the Borrower’s financial year or the nature of the Borrower’s
business; |
| (iii) | sell, transfer,
encumber, lease or otherwise dispose of the whole or a substantial part of the Borrower’s
business or assets or undertake or permit any corporate voluntary arrangement, judicial management,
scheme of compromise or amalgamation, merger, consolidation or reorganisation; |
| (iv) | enter into any transaction with any person, firm or company
except in the ordinary course of business and at arm’s length commercial terms; |
| (v) | decrease or alter
(other than increase) the Borrower’s issued capital or alter the structure of the issued
capital or the rights attached to the issued capital; |
| (vi) | change the Borrower’s shareholder and the respective shareholding
of the shareholder or partnership structure; |
| (vii) | incur, assume, guarantee or permit to exist or guarantee any security interest or indebtedness for borrowed moneys other than
(a) indebtedness (b) any debt or guarantee which has been disclosed by the Borrower to the Bank prior to the date of the facility
agreement (c) those permitted under the Security Documents (d) short term debts incurred or obtained in the ordinary course of
business on commercial terms and on the basis of arm’s length transaction; and |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (viii) | pay or repay any of the loan/sum extended (including any interest thereof) to the Borrower by the Borrower’s directors, shareholders
and/or related company(ies). |
| (ix) | utilize the Banking Facility or apply any proceeds therefrom, whether in whole or in part, or whether
directly or indirectly for any business related to cannabis and/or other prohibited substance or its cultivation, or for any ancillary
purposes in connection thereto. |
| 5. | VARIATION OF INTEREST RATES |
| 5.1 | The
Bank may vary at any time and from time to time the Base Lending Rate of the Bank and/or the Cost of Funds and/or the margin of
interest imposed above the Base Lending Rate and/or Cost of Funds of the Bank and/or commissions or other rates of interest chargeable
PROVIDED THAT the Bank shall provide notice of such variation(s) in the following manner: |
| (a) | in respect of the Base Lending Rate of the Bank by displaying at the premises of the Bank a general notice
of the change of the Base Lending Rate of the Bank addressed to the public generally and such display shall be deemed sufficient notice
to the Borrower or by including a notice in the periodic statement of accounts sent to the Borrower or by any other modes deemed fit and
proper by the Bank; and |
| (b) | in respect of the Cost of Funds and/or the margin of interest imposed above the Base Lending Rate and/or
Cost of Funds of the Bank and/or commissions by serving a notice in writing with reason(s) at least twenty one (21) calendar days in advance
(which notice may be included in the periodic statements of account sent to the Borrower) on the Borrower of the change in the Cost of
Funds and/or the margin of interest and such notice shall be deemed to have been sufficiently served on the Borrower if sent by ordinary
mail to the Borrower’s usual or last known place of residence/business or to the address stated in this Letter of Offer; |
PROVIDED ALWAYS that the effective
date of the change of the Base Lending Rate and/or the Cost of Funds and/or margin of interest imposed above the Base Lending Rate and/or
Cost of Funds and/or in the commissions or the other rates of interest chargeable shall be the date stipulated by the Bank at its discretion.
| 5.2 | The Bank may at its
discretion with at least twenty one (21) calendar days’ prior written notice with reason(s)
to the Borrower, change the fundamental basis of calculation of the Prescribed Rate (whether
it be the Base Lending Rate, Cost of Funds or any other basis irrespective of its name). |
| 6. | CAPITALISATION OF INTEREST |
| 6.1 | Interest, commission and fees remaining unpaid at the time when
it shall become due and payable and all costs, charges, expenses and other moneys due and payable shall be added to the principal amount
advanced under the Banking Facility and thereafter be treated as principal and be chargeable with interest at such rate at which interest
shall from time to time and at any time be payable under this Letter of Offer. |
| 6.2 | For the purpose of ascertaining whether the limit of the Banking
Facility intended to be advanced or secured has been exceeded or not, all accumulated and capitalised interest, commission, fees, costs,
charges, expenses and such other moneys shall be deemed to be interest and not principal. |
| 7. | INTEREST AFTER DEMAND OR JUDGMENT |
| 7.1 | Despite the exercise
by the Bank of any of its rights provided for in this Letter of Offer or any other statutory
or other rights or the making of any demand, interest chargeable on the Banking Facility
shall continue to be chargeable on any due and unpaid sum of money after the exercise of
any of these rights and if not duly paid such interest will continue to be capitalised as
provided in this Letter of Offer, regardless that the banker-customer relationship may have
ceased for any reason whatsoever. |
| 7.2 | In the event that judgment is obtained in relation to any sum
of money owing under this Letter of Offer, and it is adjudged that any sum of money be paid to the Bank, interest shall be payable on
such sum of money so adjudged to be payable to the Bank at the rate of interest chargeable under this Letter of Offer from the date of
such judgment until the date of full payment. |
All monies outstanding under the Banking
Facility together with interest and all other monies relating to the Banking Facility shall become immediately repayable by the Borrower
upon demand being made by the Bank in writing or upon the occurrence of any of the following events:
| (a) | the Borrower defaults in the payment of any money payable to
the Bank after the same shall have become due whether formally demanded or not; |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (b) | the
Borrower defaults under any other provision in this Letter of Offer which is not capable
of remedy or which being capable of remedy,
is not remedied within fourteen (14) calendar days after being required to do so in writing
by the Bank; |
| (c) | any
representation, warranty or condition made or implied by the Borrower in this Letter of Offer
is incorrect or misleading in any material respect; |
| (d) | any
licence, authorisation, approval, consent or permit which is required for the Borrower’s
business or the performance of the Borrower’s obligations in this Letter of Offer is revoked
or withheld or modified or is otherwise not granted or fails to remain in full force and
effect; |
| (e) | any
of the indebtedness of the Borrower or of the Security Party or their respective affiliate(s)
or related corporation(s) (such persons) becomes capable, in accordance with the relevant
terms of such indebtedness, of being declared due prematurely by reason of
a default by such persons of their respective obligations in respect of the same,
or such persons fail to make payment in respect of such indebtedness on the due date for
such payment or if due on demand when demanded, or the security for any such indebtedness
becomes enforceable; |
| (f) | a petition be presented or an order be made or a resolution
be passed for the Borrower’s winding-up or the winding up of any of the Borrower’s affiliate(s) or related corporation(s) or Security
Party which is a body corporate; |
| (g) | a
nominee, trustee, supervisor, judicial manager, manager, administrator, receiver, receiver
and manager, liquidator or other similar officer is appointed to take possession of the Borrower’s
properties or undertaking or the properties or undertaking of any of the Borrower’s affiliate(s)
or related corporation(s) or Security Party which is a body corporate; |
| (h) | the
Borrower or any of the Borrower’s affiliate(s) or related corporation(s) or Security Party
which is a body corporate ceases or threatens to cease to carry on all or a substantial part
of the Borrower’s business or the Borrower’s affiliate(s)’ or related corporation(s)’ or
the Security Party’s business; |
| (i) | any judgment
is obtained against the Borrower or any of the Borrower’s affiliate(s) or related corporation(s)
or Security Party; |
| (j) | the
Borrower or any of the Borrower’s affiliate(s) or related corporation(s) or Security Party
enters into any voluntary arrangement, judicial management, scheme of compromise, reorganisation,
reconstruction, amalgamation or any composition or arrangement with or for the benefit of
their respective creditors; |
| (k) | any
other event or series of events whether related or not has or have occurred which in the
opinion of the Bank could or might affect or prejudice the Borrower’s ability or willingness
to comply with all or any of the Borrower’s obligations in this Letter of Offer; |
| (l) | the Borrower or any of the Security Party who is an individual
person commits any act of bankruptcy or becomes bankrupt or shall die or become insane; |
| (m) | any of the Security Document given to the Bank is or becomes for any reason whatsoever invalid or unenforceable; |
| (n) | if the Bank
shall at its discretion consider that the Banking Facility or any of its security or its
security position in relation to the repayment of the Banking Facility to be in jeopardy. |
(The
expression “affiliate” means in relation to any one corporation, any corporation directly or indirectly controlling, controlled
by or under direct or indirect common control, in each case whether in law or in fact with such corporation and the expression “related
corporation” shall be construed in accordance with the Companies Act, 2016).
| 9. | BANK’S RIGHT TO COMMENCE FORECLOSURE AND LEGAL PROCEEDING
CONCURRENTLY |
Upon
default or breach by the Borrower of any term, covenant, stipulation and/or undertaking provided in this Letter of Offer and on the part
of the Borrower to be observed and performed, the Bank shall thereafter have the right to exercise all or any of the remedies available
whether by this Letter of Offer or Security Document or by statute or otherwise and shall be entitled to exercise such remedies concurrently,
including pursuing all remedies of sale or possession and civil suit to recover all moneys due and owing to the Bank.
| 10.1 | If
the Bank determines that the introduction or variation of any law, regulation or official
directive (whether or not having the force of law) or any change in the interpretation or
application thereof makes it unlawful for the Bank to maintain, fund or give effect to its
obligations under this Letter of Offer, the Bank shall immediately give notice in writing
of such determination to the Borrower. |
| 10.2 | Upon
prior written notice from the Bank, the Banking Facility to such extent shall be cancelled
and the Borrower will immediately repay all monies outstanding under the Banking Facility
together with interest thereon and all other monies agreed to be paid by the Borrower under
this Letter of Offer. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
Where
the Bank determines that, as a result of the introduction or variation of any law, order, regulation or official directive (whether or
not having the force of law), or any change in the interpretation or application thereof by any competent authority, or compliance with
any request (whether or not having the force of law) from Bank Negara Malaysia or other fiscal, monetary or other authority:
| (i) | the cost to the Bank of making available or continuing to make
available the Banking Facility is increased; or |
| (ii) | the amount
of any sum received or receivable by the Bank in respect of the Bank making or continuing
to make available the Banking Facility or the effective return to the Bank under the Banking
Facility is reduced; or |
| (iii) | the
Bank is obliged to make any payment (except in respect of tax on the Bank’s overall net income)
or forego any interest or other return on, or calculated by reference to, the amount of any
sum received or receivable by the Bank from the Borrower under the Banking Facility, |
then
the Bank shall notify the Borrower at least twenty one (21) calendar days in advance with reason(s) of the circumstances leading to
the Bank’s determination and:-
| (i) | the Borrower shall on demand in writing pay to the Bank such
reasonable amounts as the Bank may from time to time and at any time notify the Borrower to be necessary to compensate the Bank for such
additional cost, reduction, payment or foregone interest or return provided that nothing contained in this Letter of Offer shall prevent
the Borrower from taking all necessary steps to mitigate the effect of such increased cost; and |
| (ii) | at any
time thereafter, so long as the circumstances giving rise to the obligation to make the compensating payment continue, the Borrower may
upon giving the Bank not less than thirty (30) calendar days’ prior written notice, cancel the Banking Facility. |
If
in the opinion of the Bank, there has, since the date of this offer, been a change in national or international monetary, financial,
economic or political conditions or currency exchange rates or exchange control which would render the Banking Facility temporarily or
permanently commercially impracticable or impossible, the Bank shall notify the Borrower at least twenty one (21) calendar days in advance
of such change, and:-
| (i) | whilst such
circumstances exist, no utilisation of the Banking Facility will be allowed; |
| (ii) | the Bank shall
negotiate in good faith for an alternative basis acceptable to the Bank for continuing the
Banking Facility; and |
| (iii) | unless within
thirty (30) calendar days after the giving of such notice such circumstances cease to exist
or an alternative basis acceptable to the Bank is arrived at, the Banking Facility shall
be cancelled. |
| 13. | LEGAL
AND OTHER FEES AND EXPENSES |
The
Borrower shall pay all legal and other fees and expenses in connection with the preparation, stamping and registration of any security
documents required by the Bank under this Letter of Offer even though the said documents are not executed by the Borrower for any reason
attributable to the Borrower. If any money payable under the Banking Facility is required to be recovered through any process of law,
the Borrower shall be liable to pay the Bank’s solicitors’ fees (on a solicitor and client basis) and any other fees and expenses incurred
in respect of such recovery.
The
terms and conditions in this Letter of Offer may be waived by the Bank in whole or in part with or without conditions at the discretion
of the Bank without affecting the rights of the Bank. Any failure by the Bank to enforce any of the provisions of this Letter of Offer
or any forbearance, delay or indulgence granted by the Bank to the Borrower shall not be construed as a waiver of the Bank’s rights in
this Letter of Offer.
| 15. | CREDIT FACILITIES TO
CONNECTED PARTIES |
The
approval of the Banking Facility to the Borrower shall be upon the condition that the Bank will fully comply with any applicable laws,
legislations or regulations. The Borrower declares to the Bank that the Borrower is not related to/a guarantor to/in control of/controlled
by any of the directors, controlling shareholders, officers or employees of the RHB Banking Group and their respective close relatives
(spouse and dependents of the spouse, child (including step/adopted child) and spouse of the child, parent and brother or sister and
their spouses). None of the directors, controlling shareholders, officers of the RHB Banking Group and their respective close relatives
is a director, partner, executive officer, agent or guarantor in the Borrower’s firm/partnership/company/legal entity and/or subsidiaries/entities
controlled by the Borrower. The Borrower shall at all material times covenant to declare to the RHB Banking Group if any connected
party relationship materialises throughout the duration of the Banking Facility In the event any undisclosed connected party relationship
is established or discovered subsequently, the Bank may terminate and recall the Banking Facility with prior written notice to the Borrower.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 16. | DUTY TO VERIFY STATEMENTS
OF ACCOUNTS/CERTIFICATE OF BANK |
The
Borrower shall verify all statements of accounts sent to the Borrower by the Bank and revert within five (5) calendar days to the Bank
in the event of any discrepancy in such statements of accounts failing which they shall be deemed to be conclusive and binding against
the Borrower.
| 17. | SET
OFF/COMBINATION OR CONSOLIDATION OF ACCOUNT |
| (a) | The Bank
shall be entitled (but shall not be obliged) at any time and with seven (7) calendar days’ prior written notice to the Borrower, to combine,
consolidate or merge all or any of the Borrower’s accounts and liabilities with and to the Bank anywhere whether in or outside Malaysia,
alone or jointly with any other person. |
| (b) | The Bank may transfer or set off any sums in credit in such accounts in or towards satisfaction of
any of the Borrower’s liabilities whether actual or contingent, primary or collateral. This shall apply even if the credit
balances on such accounts and the liabilities on any other accounts may not be expressed in the same currency and the Bank is
authorised to effect any necessary conversions at the Bank’s own rate of exchange then prevailing. |
| (c) | Despite the above, the Bank may, with at least seven (7) calendar days’ prior written notice to the Borrower,
debit any of the Borrowers accounts (whether in credit or debit) with the Bank for all payments due and payable by the Borrower to the
Bank. |
Any money received by the Bank in respect
of the Banking Facility may be kept to the credit of a suspense account for so long as the Bank thinks fit up to a maximum period as allowed
under the internal policy of the Bank without any obligation in the meantime to apply such money or any part of such money in or
towards settlement of any liabilities due by the Borrower to the Bank.
Whenever required by the Bank, the Borrower
shall provide and shall cause its directors, officers, shareholders and Security Party to provide written consent (in a form which may
be prescribed by the Bank) for any credit reporting agency to disclose to the Bank their credit report and credit information for the
purpose of the Bank’s review of the Banking Facility. In the event the consents required by the Bank are not provided, the Bank shall,
with prior written notice, be entitled to recall the Banking Facility and the entire amount outstanding shall become immediately due and
payable.
| 20.1 | If there are any updates/changes that affect the Borrower’s tax residency/Foreign Account Tax
Compliance Act (“FATCA”)/Common Reporting Standard (“CRS”) status, the Borrower further agrees to notify and
furnish the Bank with relevant foreign Tax Identification Number (TIN) and/or documentary evidence within thirty (30) calendar days
of such change. Further, the Borrower consents to and authorises the Bank to perform any of the following, if applicable: |
| i. | Withhold any applicable payments in the account(s); |
| ii. | Report/disclose/exchange any information/documents relating to the Borrower’s accounts/affairs to Inland
Revenue Board of Malaysia (“IRBM”) or any foreign tax authorities/inland revenue authorities in compliance with any tax requirements; |
| iii. | Terminate (with prior written notice) the Borrower’s contractual relationship(s) with the Bank. |
| 20.2 | By using or accepting the Banking Facility, the Borrower confirms
and agrees that: |
| i. | The Borrower has read the terms and conditions in relation to
FATCA and CRS and fully understands the implications of these terms and conditions by which the Borrower irrevocably agrees to be bound; |
| ii. | any agreement, waiver, representation and/or confirmation given
in, or to be given pursuant to, these terms and conditions is irrevocable. |
| iii. | it is the Borrower’s responsibility to obtain independent professional
advice from adequately qualified legal or tax advisors on its obligations under and the consequences of these terms and conditions. The
Bank does not provide tax or legal advice and is unable to advise the Borrower regarding the US federal income tax or other tax consequences
to the Borrower under the Borrower’s particular circumstances. |
| iv. | in the event of any conflict or inconsistency between any of the contents of these terms and conditions
and other terms and conditions that govern the Borrower’s relationship with the Bank, these terms and conditions in relation to FATCA and
CRS shall prevail. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
For clarification, unless the context requires otherwise,
the following words and expressions shall have the following meaning:
“CRS” was developed in response
to the G20 request and approved by the Organisation for Economic Co-operation and Development (OECD) Council on 15 July 2014, calls on
jurisdictions to obtain information from their financial institutions and automatically exchange that information with other jurisdictions
on an annual basis. It sets out the financial account information to be exchanged, the financial institutions required to report, the
different types of accounts and taxpayers covered, as well as common due diligence procedures to be followed by financial institutions.
“Controlling Person(s)” are the
natural person(s) who exercise control over an entity. Where that entity is treated as a Passive Non-Financial Entity (“Passive NFE”)
then a Financial Institution is required to determine whether or not these Controlling Persons are Reportable Persons. This definition
corresponds to the term “beneficial owner” described in Recommendation 10 and the Interpretative Note on Recommendation 10 of
the Financial Action Task Force Recommendations (as adopted in February 2012).
In
the case of a trust, the Controlling Person(s) are the settlor(s), the trustee(s), the protector(s) (if any), the beneficiary(ies) or
class(es) of beneficiaries, or any other natural person(s) exercising ultimate effective control over the trust (including through a
chain of control or ownership). Under the CRS the settlor(s), the trustee(s), the protector(s) (if any), and the beneficiary(ies) or
class(es) of beneficiaries, are always treated as Controlling Persons of a trust, regardless of whether or not any of them exercises
control over the activities of the trust. Where the settlor(s) of a trust is an Entity then the CRS requires Financial Institutions to
also identify the Controlling Persons of the settlor(s) and when required report them as Controlling Persons of the trust. In the case
of a legal arrangement other than a trust, Controlling Person(s) means persons in equivalent or similar positions.
“FATCA” which was passed as
part of the Hiring Incentives to Restore Employment (HIRE) Act, generally requires that foreign financial Institutions and certain other
non-financial foreign entities report on the foreign assets held by their U.S. account holders or be subject to withholding on withholdable
payments. The HIRE Act also contained legislation requiring U.S. persons to report, depending on the value, their foreign financial accounts
and foreign assets.
“Personal Information” in
respect of the Borrower and any Controlling Person, means: (i) where the Borrower and any Controlling Person is an individual, his/her
full name, date and place of birth, residential address, mailing address, contact information (including telephone number), and any TIN,
social security number, citizenship(s), residency(ies) and tax residency(ies) or (if applicable) such other information as the RHB Banking
Group may reasonably require regarding such Borrower and any Controlling Person; (ii) where the Borrower and any Controlling Person is
a corporate/entity, its full name, date and place of incorporation or formation, registered address, address of place of business, tax
identification number, tax status, tax residency, registered address, address of place of business, certification of its CRS status/classification
or (if applicable) such other information as the RHB Banking Group may reasonably require regarding each of its substantial shareholders
and controlling persons.
“TIN”
(including “functional equivalent”) means Taxpayer Identification Number or a functional equivalent in the absence of a TIN.
A TIN is a unique combination of letters or numbers assigned by a jurisdiction to an individual or an Entity and used to identify the
individual or Entity for the purposes of administering the tax laws of such jurisdiction. Further details of acceptable TINs can be found
at the following link [https://www.oecd.org/tax/automatic-exchange/crs-implementation-and-assistance/tax-identification-numbers]. Some
jurisdictions do not issue a TIN. However, these jurisdictions often utilise some other high integrity number with an equivalent level
of identification (a “functional equivalent”). Examples of that type of number include, for Entities, a Business/company
registration code/number.
“Tax
information” in respect of a Borrower and any Controlling Person, means: (i) any documentation or information (and accompanying
statements, forms, representations, waivers and consents as the RHB Banking Group may from time to time require or as the Borrower and
any Controlling Person from time to time give) relating, directly or indirectly, to the tax status of the Borrower and any Controlling
Person; (ii) Personal Information of the Borrower and any Controlling Person; (iii) Account information; and (iv) any other information
received by any member of the RHB Banking Group in relation to the Borrower, including information collected and maintained pursuant
to Anti-Money Laundering/ Know Your Customer (AML/KYC) procedures.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 20.3 | ANTI-MONEY LAUNDERING, ANTI TERRORISM FINANCING AND PROCEEDS
OF UNLAWFUL ACTIVITIES ACT 2001 (ACT 613) (“AMLA”) |
The
Borrower hereby:-
| (a) | represents
and warrants to, and undertakes with the Bank that:- |
| (i) | it has not engaged,
and shall not at any time engage, directly or indirectly, in a transaction that involves
proceeds of an unlawful activity or instrumentalities of an offence; |
| (ii) | it
has not acquired, received, possessed, disguised, transferred, converted, exchanged, carried,
disposed of or used, and shall not at any time acquire, receive, possess, disguise, transfer,
convert, exchange, carry, dispose of or use, proceeds of an unlawful activity or instrumentalities
of an offence; |
| (iii) | it has not
removed from or brought into Malaysia, and shall not at any time remove from or bring into
Malaysia, proceeds of an unlawful activity or instrumentalities of an offence; and |
| | | |
| (iv) | it
has not concealed, disguised or impeded, and shall not at any time conceal, disguise or impede,
the establishment of the true nature, origin, location. movement, disposition, title of,
rights with respect to, or ownership of, proceeds of an unlawful activity or instrumentalities
of an offence; |
In
this respect:-
“instrumentalities
of an offence” means:-
| (a) | any thing which
is used in, or in connection with, the commission of any unlawful activity; or |
| (b) | any property
which is wholly or partly used in, or in connection with, the commission of any unlawful
activity, whether the thing or property is situated within or outside Malaysia. |
“proceeds
of an unlawful activity” means any property, or any economic advantage or economic gain from such property, within or outside Malaysia:-
| (a) | which
is wholly or partly:- |
| (i) | derived or obtained,
directly or indirectly, by any person from any unlawful activity: |
| (ii) | derived or
obtained from a disposal or other dealings with the property referred to in subparagraph
(i); or |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (iii) | acquired
using the property derived or obtained by any person through any disposal or other dealings
referred to in subparagraph (i) or (ii); or |
| (b) | which,
wholly or partly, due to any circumstances such as its nature, value, location or place of
discovery, or to the time, manner or place of its acquisition, or the person from whom was
acquired, or its proximity to other property referred to in subparagraph (a) (i), (ii) or
(iii), can be reasonably believed to be property falling within the scope of subparagraph
(a) (i), (ii) or (iii); |
“property”
means:-
| (a) | assets
of every kind, whether corporeal or incorporeal, movable or immovable, tangible or intangible,
however acquired; or |
| (b) | legal
documents or instruments in any form, including electronic or digital, evidencing title to,
or interest in, such assets, including currency, bank credits, deposits and other financial
resources, traveller’s cheques, bank cheques, money orders, capital market products,
drafts and letters of credit, whether situated within or outside Malaysia, and includes a
legal or equitable interest, whether full or partial, in any such property; |
“unlawful
activity” means:-
| (a) | any
activity which constitutes any serious offence or any foreign serious offence; or |
| (b) | any
activity which is of such a nature, or occurs in such circumstances, that it results in or
leads to the commission of any serious offence or any foreign serious offence; regardless
whether such activity, wholly or partly, takes place within or outside Malaysia; |
“serious
offence” means:-
| (a) | any
of the offences specified in the Second Schedule of AMLA; |
| (b) | an
attempt to commit any of those offences; or |
| (c) | the
abetment of any of those offences; |
“transaction”
includes an arrangement to open an account involving two or more persons and any related transaction between any of the persons concerned
and another;
| (b) | acknowledges
and agrees with the Bank that:- |
| (i) | the
Bank is obliged to comply with all laws, regulations, directives, policy documents, guidelines,
practice directions, sanctions, industry standards and practices and other requirements,
including without limitation the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds
of Unlawful Activities Act 2001, the Strategic Trade Act 2010 and the Financial Services
Act 2013, to which the Bank as a licensed financial institution may from time to time be
subject to (collectively, “Regulatory Requirements”); |
| (ii) | the
Bank shall be entitled to do or refrain from doing any act or thing, for compliance with
the Regulatory Requirements; |
| (iii) | if
the Bank is of the opinion that any event or circumstance (whether related or not), which
would make it unlawful or illegal for the Bank to approve the application for the Banking
Facilities or to grant or make available of, or to disburse any funds under the Banking Facility
has occurred or arisen, or the approved of the application for the Banking Facilities or
the granting or making available of, or the disbursement of any funds under the Facilities
would contravene any of the Regulatory Requirements (in whole or in part), including without
limitation the Bank’s receipt of any alert or positive name match from the relevant
checks conducted on the Borrower, any Security Party and any related third party involved
in the underlying transaction(s) (including without limitation the vendor/developer/promoter/agent/trustee/supplier
to whom any funds under the Banking Facility are to be disbursed) by the Bank pursuant to
the Regulatory Requirements, then, notwithstanding anything to the contrary contained in
this Letter of Offer, the Bank shall, by giving not less than fourteen (14) working days
written notice or such shorter period as required or permitted by such Regulatory Requirements,
be entitled to; |
| (1) | reject
the Borrower’s application and do all such acts and things as may be necessary to comply
with the Regulatory Requirements; |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (2) | suspend
the Banking Facility, and do all such acts and thins as may be necessary to comply with the
Regulatory Requirements; and/or |
| (3) | cancel
the Banking Facility and terminate its relationship with the Borrower, and do all such acts
and things as may be necessary to comply with the Regulatory Requirements. |
if
the Banking Facility is cancelled or terminated by the Bank pursuant to their compliance of the Regulatory Requirement:-
| (aa) | the
Indebtedness shall immediately become due and payable; |
| (bb) | the
security created under the Security Documents shall immediately become enforceable; |
| (cc) | no
utilization or further utilization of the Banking Facility shall be allowed; and |
| (dd) | the
Bank shall be entitled to exercise all or any of its rights and remedies available to it
under the Letter of Offer, the Security Documents, the applicable laws or otherwise; |
| (iv) | it
shall provide all such documents and information as the Bank may require (at all times during
the term of the business relationship) for the purposes of complying with the Regulatory
Requirements; |
| (v) | the
Bank shall be entitled to freeze/seize the Banking Facilities under its control or due from
any source to it, pursuant to order(s) from enforcement agency(ies) until such further notice
(revocation order) is received from the said enforcement agency or the cease of the order
(whichever the first); or unless there is a variation order. |
| (c) | undertakes
and agrees with the Bank that:- |
| (i) | it
will at all times observe with the Bank’s steps in undertaking their obligations towards
complying with the Regulatory Requirements; |
| (ii) | it
will be fully liable if found to have contravened the Regulatory Requirements causing legal
repercussion to the Bank due to its actions; and |
| (iii) | it
understands that any breach(es) due to AMLA and sanction requirements are non-negotiable. |
| 20.4 | STRATEGIC
TRADE ACT 2010 (“the said Act”) |
Where
the Banking Facility includes an import/export line, you declare that it is in compliance with the said Act and undertakes to obtain
and/or ensure the continuing validity of the relevant permit(s) and/or broker registration certificate where required under the said Act
prior to each utilisation of the import/export line.
| 20.5 | MALAYSIAN
ANTI-CORRUPTION COMISSION ACT 2009 (“MACC ACT”) |
| i | The
Borrower and Security Party are required to read and understand the anti-corrupbon policies
and procedures of the Bank that are available on the Bank website at www.rhbgroup.com. The
Borrower and Security Party will be notified by the Bank of any amendments or revisions to
the anti-corruption policies and procedures of the Bank, and the Borrower and Security Party
are required to read and understand such amendments or revision, which will be made available
on the Bank website. If the Borrower or Security Party do not understand the policies, procedures
or any related updates, the Borrower or Security Party may contact RHB’s Group Integrity
& Governance Division. |
| ii | The
Borrower and the Security Party each represent and warrant to the Bank that it is in compliance
with all the relevant laws, regulatory requirements and the anti-corruption policies and
procedures of the Bank, including all anti-corruption and anti-bribery laws and regulatory
requirements, and will at all times remain in compliance with all such laws, regulatory requirements
and the anti-corruption policies and procedures of the Bank. The Borrower and the Security
Party each agree that they will co-operate with the Bank to complete any verification exercises
conducted by the Bank in accordance with the anti-corruption policies and procedures of the
Bank, including providing all documents and/or information required by the Bank. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| iii | The
Borrower and the Security Party each further represent and warrant to the Bank that it has
not nor is suspected of having given, promised, offered, solicited, accepted, obtained, received,
agreed or attempted so to do, and will not at any time give, promise, offer, solicit, accept,
obtain, receive, agree or attempt so to do, any forms of gratification, whether directly
or indirectly, to or from any person connected or associated to the Banking Facility or the
Borrower’s or the Security Party’s affairs or business (“Person”)
in order to: |
| (aa) | improperly
influence any act, omission or decision by that Person in respect of any matter or transaction,
whether actual or proposed or likely to take place; or |
| (bb) | improperly
induce that Person to use the Person’s influence with or on any entity or any other
person to affect any act, omission or decision by such entity or other person; or |
| (cc) | secure
any improper advantage. |
For
purposes of this Letter of Offer, the “gratification” has the meaning set out in Section 3 of the MACC Act, which is extracted
below:
| (aa) | money,
donation, gift, loan, fee, reward, valuable security, property or interest in property being
property of any description whether movable or immovable, financial benefit, or any other
similar advantage; |
| (bb) | any
office, dignity, employment, contract of employment or services, and agreement to give employment
or render services in any capacity; |
| (cc) | any
payment, release, discharge or liquidation of any loan, obligation or other liability, whether
in whole or in part; |
| (dd) | any
valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or
percentage; |
| (ee) | any
forbearance to demand any money or money’s worth or valuable thing; |
| (ff) | any
other service or favour of any description, including protection from any penalty or disability
incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal
nature, whether or not already instituted, and including the exercise or the forbearance
from the exercise of any right or any official power or duty; and |
| (gg) | any
offer, undertaking or promise, whether conditional or unconditional, of any gratification
within the meaning of any of the preceding paragraphs (a) to (f). |
| iv. | The
Borrower and the Security Party each agree that it shall upon the occurrence of any of the
above stated events, at the earliest opportunity thereafter, report such events to the Malaysian
Anti-Corruption Commission or a police officer, and the confidential reporting channel (Speak
Up Corner) of the Bank available an the Bank’s corporate website at www.rhbgroup.com.
Failure to make such report amounts to an offence and on conviction will attract a fine not
exceeding RM10,000.00 or imprisonment for a term not exceeding two (2) years or to both. |
| v. | The
occurrence of any of the aforementioned activities shall amount to an Event of Default under
the Banking Facility and the Bank shall be entitled without further notice to the Borrower
to exercise forthwith all or any of its rights, powers and remedies under the Banking Facility
or by statute or otherwise, and the Bank shall make the necessary disclosures in compliance
with the relevant laws and regulatory requirements. |
| 20.6 | ENVIRONMENTAL
MATTERS |
| 20.6.1 | It
is agreed that the Borrower and/or each Security Party: |
| (a) | shall
comply with any applicable law, directive, regulation, request or requirement relating to
any Environmental Matter, including but not limited to the Environmental Quality Act 1974
and its Regulations and Orders and BNM’s Climate Change and Principal-based Taxonomy
(CCPT) issued on 30 April 2021 (“Environmental Law”); |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (i) | obtain,
maintain and ensure compliance with all requisite authorizations, permits, licenses and any
other approvals required; and |
| (ii) | file
all notifications, reports and assessments for the operation of the business of the Borrower
and/or each Security Party applicable to any of them or to any of the properties owned, used
or occupied by any of them, |
which
are required under any Environmental Law in any jurisdiction in which Borrower and/or each Security Party conduct business, and which
if not obtained, maintained, complied with or filed, may have a material adverse effect; and
| (c) | shall
implement procedures to monitor compliance with and to prevent liability under any Environmental
Law applicable to any of them or to any of the properties owned, used or occupied by any
of them. |
| 20.6.2 | The
Borrower and/or each Security Party represents and warrants that: |
| (a) | there
are no claims, actions, proceedings, fines, penalties, taxes, losses, damages, costs, expenses,
demands and liabilities relating to any Environmental Matter which may have a material adverse
effect; and |
| (b) | none
of them have received any notice of nor are they aware of any basis for any claims, actions,
proceedings, fines, penalties, taxes, losses, damages, costs, expenses, demands and liabilities
relating to any Environmental Matter which may have a material adverse effect. |
“Environmental
Matter” is defined as the release, disposal, emission or deposit of pollutants, environmentally hazardous substances, wastes or
sounds which can cause:
| (a) | pollution
of the air, sea, river, any waters, the atmosphere or any part of the environment, or otherwise
cause damage to the environment or any part of it; or |
| (b) | harm
to human health or the health of animals or plants. |
| 20.7 | HUMAN
RIGHTS AND LABOUR LAWS |
| 20.7.1 | It
is agreed that the Borrower and/or each Security Party; |
| (a) | shall
comply with any applicable law, directive, regulation, request or requirement relating to
national human rights and labour laws, including but not limited to the Employment Act 1955,
Children and Young Persons (Employment) Act 1966 and Minimum Wages Order 2018 (“Labour
Law”), as may be applicable; |
| (i) | obtain,
maintain and ensure compliance with all requisite authorizations, permits, licenses and any
other approvals required; and |
| (ii) | file
all notifications, reports and assessments for the operation of the business of the Borrower
and/or each Security Party applicable to any of them or to any of the properties owned, used
or occupied by any of them, |
which
are required under any Labour Law in any jurisdiction in which the Borrower and/or each Security Party conduct business, and which if
not obtained, maintained, complied with or filed, may have a material adverse effect; and
| (c) | shall
implement procedures to monitor compliance with and to prevent liability under any Labour
Law applicable to any of them or to any of the properties owned, used or occupied by any
of them. |
| 20.7.2 | The
Borrower and/or each Security Party represents and warrants that: |
| (a) | there
are no claims, actions, proceedings, fines, penalties, taxes, losses, damages, costs, expenses,
demands and liabilities relating to any human rights or labour disputes which may have a
material adverse effect; and |
| (b) | none
of them have received any notice of nor are they aware of any basis for any claims, actions,
proceedings, fines, penalties, taxes, losses, damages, costs, expenses, demands and liabilities
relating to any human rights or labour disputes which may have a material adverse effect. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 21. | NOTICES
& SERVICE OF LEGAL PROCESS |
Any
notice or communication or demand required or permitted to be given or made by one of the parties to the other (whether under this Letter
of Offer or otherwise) shall be in writing and in the case of the Bank shall be under the hand of its manager or duly authorised officer
or a solicitor or firm of solicitors purporting to act for the Bank and addressed to the respective addresses of the parties specified
as stated in this Letter of Offer or to such other address as may be notified in writing by either party to the other from time to time
or in the case of the Borrower to the registered office or to the usual or the last known address or place of business of the Borrower.
The
notices or communications or demands are deemed delivered (unless there is contrary evidence that such notice or communication or demand
was in fact not received):
| (i) | in
the case of delivery by hand, when so delivered; |
| (ii) | in
the case of a letter, after the expiration of three (3) Business Days from the date it was posted; |
| (iii) | in
the case of a telex on the Business Day immediately after transmission; |
| (iv) | in
the case of facsimile, at the time the transmission report is received by the sender which purports to confirm, that the addressee has
received such facsimile; and |
| (v) | in
the case of electronic mail, at the time when actually received in readable form. |
In
the case of any instruction, notice or communication from the Borrower made by facsimile to the Bank, the Borrower shall indemnify the
Bank against any claim, loss and liability arising from the Bank relying upon such instruction, notice or communication.
| 21.2 | Service
of Legal Process |
| (i) | The
service of any Legal Process may be given by prepaid registered or ordinary post sent to
the respective address of the parties, and such Legal Process shall be deemed to have been
duly served after five (5) days from the date it is posted and if delivered by hand, on the
day it was delivered (unless there is contrary evidence that such notice/communication was in
fact not received). |
| (ii) | No
change in the address for service will be effective or binding on either party, unless that
party has given to the other actual notice of the change of address for service, and nothing
done in reliance on Clause 13.2(i) above is affected by any later change in the address for
service, of which the other party has no actual knowledge at the time the act or thing was
done or carried out. |
| (iii) | “Legal
Process” means pleadings, all forms of originating processes, interlocutory applications,
affidavits, orders and such other documents which are required to be given to the other party,
notices, under the Companies Act 2016, the Insolvency Act 1967 and other Malaysian laws. |
xxxxxxxxxx
END OF ANNEXURE xxxxxxxxxx
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
ANNEXURE IA
ADDITIONAL GENERAL TERMS AND CONDITIONS
| 1. | During the tenor of the Banking Facility the Borrower shall:- |
| (i) | permit at all times the Bank, its officers, servants and/or
agents to inspect all records of the Borrower at any office, branch or place of business of the Borrower or elsewhere, and all records
kept by any other authorities or persons in so far as such records relate to or affect the businesses and the properties of the Borrower,
and for the purpose of such inspection, the Borrower shall give to or procure for the Bank and any officer, servant and/or agent of the
Bank such written authorisations as may be required by the Bank; |
| (ii) | notify the Bank in the event the Borrower creates any form
of charge, mortgage, debenture, pledge, lien, encumbrances or security interest of whatever nature or permit to exist any caveat or prohibitory
order or both in respect of any of the Borrower’s properties; |
| (iii) | ensure that all loans or advances from its directors, shareholders
and related corporations are subordinated to the indebtedness; and |
| (iv) | in the event the Borrower or any of its subsidiaries or related
corporations (present and future) (“the Borrower Group of Companies) requires any banking, financial, investment and/or advisory
products or services (collectively “the Products”) which is offered by the RHB Banking Group in its normal course of business,
the Borrower shall offer or cause the Borrower Group of Companies to offer the relevant RHB Banking Group the right of first refusal
to provide the Products to the Borrower or the Borrower Group of Companies. |
| 2. | During the tenor of the Banking Facility the Borrower will not,
without the prior written consent of the Bank:- |
| (i) | enter into any partnership, profit-sharing or royalty agreement
where the Borrower’s income or profits are, or might be, shared with any other person, firm or company; |
| (ii) | enter into any management contract or similar arrangement
where the Borrower’s business or operations are managed by any other person, firm or company; |
| (iii) | lend or make advances to any person other than in the normal
course of business; |
| (iv) | lend or make advances to any person other than to its subsidiaries
or related corporations (both as defined in the Companies Act 2016); |
| (v) | create any form of charge, mortgage, debenture, pledge, lien,
encumbrances or security interest of whatever nature or permit to exist any caveat or prohibitory order or both in respect of any of
the Borrower’s properties; and |
| (vi) | declare and pay any dividend or other distribution whether
of an income or capital nature (but such consent of the Bank will not be unreasonably withheld). |
xxxxxxxxx END OF ANNEXURE
xxxxxxxxxx
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
ANNEXURE IB
Declaration And Undertaking On Residential
And Domestic Borrowing Status - Foreign Exchange Policy Notices (Applicable To Resident Business/Entity And Non-Resident Business/Entity)
Note: Please tick and provide the necessary, and leave the
☐ blank if it is not applicable.
Part a. Malaysian Resident/Non-Malaysian Resident
| ☐ | I am/We are a business and/or a company Incorporated or established
outside Malaysia but registered with or approved by an authority in Malaysia. As such, I/we declare that pursuant to the Foreign Exchange
Policy Notices issued by Bank Negara Маlaysia (“ВNМ”) and the Financial Services Act 2013, I am/we
are a Malaysian resident: or |
| ☑ | I am/We are a business
and/or a company registered with Companies Commission of Malaysia or any authority in Malaysia.
As such, I/we declare that pursuant to the Foreign Exchange Policy Notices issued by BNM
and the Financial Services Act 2013. I am/we are a Malaysian Resident; or |
| ☐ | I am/We are a business and/or a company incorporated or established
outside Malaysia and do not have any approval from any authority in Malaysia. As such, I/we declare that pursuant to the Foreign Exchange
Policy Notices issued by BNM and the Financial Services Act 2013. I am/we are a Non-Malaysian resident. |
Part b. Domestic Ringgit Borrowing
| ☑ | I/We DO NOT have domestic Ringgit borrowing/financing with any
financial institutions in Malaysia and in the event I/we have any domestic Ringgit borrowing/financing, I/we undertake to inform the
Bank immediately. |
| ☐ | I/We, an individual,
sole proprietor or general partnership, have domestic Ringgit borrowing and my/our
total investment in Foreign Currency of (RM________________) is within the stipulated aggregate
threshold per calendar year, ie. RM1 million equivalent in aggregate. |
| ☐ | We, an Entity, have domestic Ringgit borrowing*, and our
total investment in Foreign Currency of (RM_______________) is within the stipulated aggregate threshold per group per calender year,
ie. RM50 million equivalent in aggregate. |
| ☐ | I/We, an individual,
sole proprietor or general partnership, have domestic Ringgit borrowing and my/our
total investment in Foreign Currency of (RM_________________) has exceeded RM1 million equivalent
in aggregate per calendar year. I/We furnish the approval letter from BNM as supporting document. |
| ☐ | We an Entity, have
domestic Ringgit borrowing*, and our total investment in Foreign Currency of (RM______________)
has exceeded RM50 million equivalent in aggregate per group per calendar year. We furnish
the approval letter from BNM as supporting document. |
| * | The whole group is considered as domestic Ringgit borrower
if one/more companies within the group is/are domestic Ringgit Borrower. |
Part c. Foreign Currency Borrowing
| ☑ | I/We, an individual, sole proprietor or general partnership,
DO NOT have foreign currency borrowing exceeding RM10 million equivalent in aggregate from a licensed onshore bank or a Non-Resident. |
Part d. Financial Guarantee Involving Non-Residents
| ☐ | I am/We are a Malaysian resident as provided in Part a, above
and I/we have not given any financial guarantee in any amount in foreign currency or ringgit to secure borrowing obtained by a Non-Resident
which is a special purpose vehicle, i.e. an entity set up solely for the purpose of borrowing and is not an operating business unit. |
| ☐ | I an/We are a Malaysian resident as provided in Part a, above and I/we have not given any
financial guarantee in any amount is foreign currency or ringgit to secure borrowing obtained by a Non-Resident where I/we have
entered into a formal or informal arrangement to make repayment of the borrowing in foreign currency other than for an event of
default. |
Part e. Declaration & Undertaking
I/We understand that under BNM’s Foreign Exchange Policy Notices.
| 1. | The Bank has the right to suspend my/our account and/or Banking
Facility denominated in currencies other then Ringgit Malaysia if my/our Banking Facility has exceeded the stipulated aggregate threshold
per calendar year without the approval letter from BNM. |
| ● | A citizen of Malaysia, excluding a citizen who has obtained
permanent resident status in a country or a territory outside Malaysia and is residing outside Malaysia; |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| ● | A non-citizen of Malaysia who has obtained permanent resident
status in Malaysia and is ordinarily residing in Malaysia; |
| ● | A body corporate incorporated or established, or registered
with or approved by any authority, in Malysia; |
| ● | An unincorporated body registered with or approved by any
authority in Malaysia; or |
| ● | The Government or any State Government. |
| 3. | Non-Resident refers to: |
| ● | Any person other than a resident; |
| ● | An overseas branch, a subsidiary, regional office, sales
office or representative office of a resident company; |
| ● | Embassies, Consulates, High Commissions, supranational or
international organisations; or |
| ● | A Malaysian citizen who has obtained permanent resident status
of a country or territory outside Malaysia and is residing outside Malaysia. |
| 4. | Domestic Ringgit borrowing refers to: |
Any borrowing/financing in Ringgit
obtained by a resident from another resident (including individuals, corporations and financial institutions) in the form of credit facility,
financing facility, redeemable preference share, Islamic redeemable preference share, corporate bond or sukuk other than:
| ● | Trade credit terms extended by a supplier for all types of
good or services; |
| ● | Forward contract with a licensed onshore bank excluding a
contract that involves the exchanging or swapping of Ringgit or foreign currency debt obligation with another foreign currency debt obligation
or the exchanging or swapping of foreign currency debt obligation with a Ringgit debt obligation; |
| ● | Financial guarantee or non-financial guarantee; |
| ● | Operational leasing facility; |
| ● | Factoring facility without recourse; |
| ● | A credit facility or financing facility obtained by a resident
individual from a resident to purchase one residential property and one vehicle; |
| ● | Credit card and charge card facility obtained by a resident
individual from a resident. |
Domestic Ringgit borrowing/financing’
above shall also exclude the borrowing/financing in Ringgit of a resident entity from another resident entity within is group of entities
with parent-subsidiary relationship, the borrowing/financing obtained from its direct shareholder, and any facility including credit facility
or financing facility which is used for sundry expenses or employee’ expenses only.
A resident individual, sole proprietorship
or general partnership with Domestic Ringgit borrowing is allowed to invest in foreign currency asset up to RM1 million equivalent
per calendar year, and a resident entity with Domestic Ringgit borrowing is allowed to invest in foreign currency asset up to RM50
million equivalent per calendar year per group basis, using funds sourced from the aggregate of:
| (a) | conversion of Ringgit into foreign currency; |
| (b) | trade foreign currency account |
| (c) | a borrowing in foreign currency from a licensed onshore bank
for purposes other than direct investment abroad; and |
| (d) | swapping of a Ringgit-denominated financial asset in Malaysia
for a financial asset in Labuan Entity or outside Malaysia. |
| (a) | any corporation, statutory body, local authority, society,
co-operative, limited liability partnership and any other body, organisation, association or group of persons, whether corporate or unincorporate,
in or outside Malaysia; or |
| (b) | the Federal Government, any State Government or any other
government. |
| 6. | I/We shall consent to abide with and be bound by the provision
of the Financial Services Act 2013 and Foreign Exchange Policy Notices and any amendments from time to time with regards to any transaction
or payments to or from my/our relevant account(s). |
| 7. | In the event there are changes to the circumstances and/or details
contained in this declaration and undertaking, I/we undertake to update the Bank of the changes immediately, failing which the Bank may
proceed to take any actions the Bank deems fit with prior written notice to me/us. |
| 8. | I/We declare that the information given in this form is true
and correct. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
Dated : ____________________
| THE COMMON SEAL OF |
) |
|
| SAGTEC GROUP SDN BHD |
) |
|
| (Registration No. 1283508P/201801021489) was |
) |
|
| hereunto affixed |
) |
|
| in accordance with its Constitution |
) |
|
| in the presence of: |
) |
|
| |
|
|
| OR |
|
|
| |
|
|
| SIGNED by [director] |
|
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| |
|
|
| |
) |
|
and [authorised personnel]
for and on behalf of
SAGTEC GROUP SDN BHD
(Registration No. 1283508P/201801021489)
in the presence of: |
)
)
)
)
) |
 |
| |
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| |
|
 |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
ANNEXURE [II]
TERMS AND CONDITIONS
RELATING TO TERM LOAN FACILITY
1. General Terms
| (i) | The Borrower shall repay the Term Loan Facility together with interest payable by monthly
instalments in the amount as stated in the Letter of Offer. The first installment shall commence as follows:- |
| a) | On the first day of
the 3rd month from the month of disbursement and on every 5th day of
the month or such other date as may be specified by the Bank from time to time thereafter
until full settlement, if the final disbursement is made within the First Disbursement Period
(as defined below) in the month of disbursement. |
| b) | On the first day of
the 2nd month from the month of disbursement and on every 5th day of
the month or such other date as may be specified by the Bank from time to time thereafter
until full settlement, if the final disbursement is made within the Second Disbursement Period
(as defined below) in the month of disbursement. |
Until such time as the Borrower shall commence to make payment of the
installments, the Borrower will pay to the Bank interest payable on the Term Loan Facility on every sum advanced to or for the benefit
of the Borrower from the date on which such sum shall first be advanced by the Bank. The interest so payable shall be paid monthly in
arrears. Interest shall commence as follows:
| c) | On the first day of
the 3rd month from the month of disbursement and on every 5th day of
the month or such other date as may be specified by the Bank from time to time thereafter
until full settlement, if the first disbursement is made within the First Disbursement Period
(as defined below) in the month of disbursement. |
| d) | On the first day of
the 2nd month from the month of disbursement and on every 5th day of
the month or such other date as may be specified by the Bank from time to time thereafter
until full settlement, if the first disbursement is made within the Second Disbursement Period
(as defined below) in the month of disbursement. |
For the purpose of this section/clause:-
“First Disbursement Period” refers to the last 15 days of
the month of disbursement.
“Second Disbursement Period” refers to the other days
of the month of disbursement excluding the First Disbursement Period.
| (ii) | If and whenever the rate of interest payable by the Borrower on the Term Loan Facility shall be
varied in the manner as provided in the Letter of Offer the Bank may at its discretion, with twenty one (21) calendar days’ prior
written notice with reason(s), make the necessary adjustment consequent upon such variation either by varying the amount of any
instalments or by varying the number of instalments. |
| (iii) | No part of any instalment to be paid by the Borrower or any other payments which the Borrower may
make to the Bank shall be deemed to be a repayment of principal until all interest due or deemed to be due to the Bank shall have
been paid. |
| (iv) | The Borrower may prepay the Term Loan Facility in whole or in part in the manner as provided in the
Letter of Offer. All partial prepayment as aforesaid shall be applied towards the repayment of the instalments of the Term Loan
Facility in the inverse order of their maturity. |
| (v) | All amounts prepaid shall not be available for redrawing. |
| (vi) | A notice of prepayment once received by the Bank shall not be revocable by the Borrower. |
xxxxxxxxx END OF ANNEXURE
xxxxxxxxxx
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
ANNEXURE III
FURTHER GENERAL TERMS
AND CONDITIONS
(Applicable for facility
WITHOUT Facility Agreement)
“Act” means the National Land
Code 1965, the Sarawak Land Code (Cap. 81), the Sabah Land Ordinance (Cap. 68), the Sabah Land (Subsidiary Title) Enactment 1972, the
Strata Titles Act 1985 and the Sarawak Strata Titles Ordinance 1995 and includes any statutory amendment or re-enactment thereof.
“Business Day” means a day on
which the Bank is open in the state where the place of business of the Bank in relation to this Letter of Offer is located for transaction
of business of the nature required or contemplated herein,
“CGC” means Credit Guarantee
Corporation Malaysia Berhad (Company No. 12441-M), a company incorporated in Malaysia and having its registered and business address
at Level 13-16, Bangunan CGC, Kelana Business Centre, 97 Jalan SS7/2, 47301 Petaling Jaya, Selangor Darul Ehsan and includes its successors-in-title
and assigns.
“CGC Guarantee” means the guarantee
in favour of the Bank by CGC pursuant to the Facility granted under the CGC Guaranteed Scheme and shall form part of the Security Documents.
“CGC Guaranteed Scheme” means
any of the financing schemes established by CGC from time to time and made available by CGC where CGC shall provide guarantee cover for
certain Facility in accordance with terms and conditions set by CGC.
“Event of Default” means any
of the events specified as such in Clause 6 of Annexure III and Clause 8 of Annexure I to this Letter of Offer.
“GOM” means the Government of
Malaysia and includes its successors in title and assigns.
“GOM Guarantee” means the guarantee
in favour of the Bank made available by the GOM pursuant to the Facility via SJPP or any agencies of the GOM or any companies designated
as GOM “Special Purpose Vehicle (SPV) Company”.
“GOM Guaranteed Scheme” means
any of the schemes established by GOM from time to time and made available by GOM through its nominated agencies where GOM provides guarantee
cover for certain Facility in accordance with terms and conditions set by GOM.
“Guaranteed Scheme” means the
GOM Guaranteed Schemes, the CGC Guaranteed Scheme or any other type of guaranteed scheme offered by the Guaranteeing Authorities.
“Guaranteeing Authorities” means
SJPP, GOM, CGC or any other authorities or bodies providing guarantee for the Facilities or other financial support to the Bank or to
the Borrower as the case may be.
“Indebtedness” means all monies,
obligations and liabilities whether actual or contingent which may now or at any time in the future be due and owing or incurred by the
Borrower to the Bank in whatever currency denominated and on any current, loan or other account in any manner (whether alone severally
and/or jointly and in whatever style name or form and whether as principal or surety) including all liabilities in respect of or arising
from any foreign exchange transactions or any notes, bills, bonds, guarantees or other instruments issued, confirmed, accepted, endorsed,
discounted or entered into by the Bank for or at the request of the Borrower together with all interest, commissions, banking and other
charges and expenses.
“Insurance Policies”
means all policies and contracts of insurance of whatever nature which are no or may from time to time be taken out by any Security
Party in accordance with the terms of this Letter of Offer.
“Letter of Offer” means any
one of the Letters of Offer
“Letters of Offer” means the
letter(s) of offer (including any supplemental or revision letters of offer) issued by the Bank and accepted by the Borrower from time
to time where the Bank agrees to grant and the Borrower agrees to accept each of the Banking Facilities and which expression shall include
all supplemental or revised letter(s) of offer from time to time issued by the Bank to the Borrower.
“Property” means any properties,
assets and undertakings now or in future or from time to time charged, pledged, mortgaged, deposited or assigned to the Bank by the Borrower
and/or the Security Party to secure the payment of the Indebtedness or any part or parts thereof and includes any one or more of them;
“Security Documents” means
this Letter of Offer and such other security documents now and at any time and from time to time executed by the Borrower and/or any
Security Party to secure the payment or repayment of the Indebtedness or any part or parts of the Indebtedness, and includes the security
documents set out in this Letter of Offer annexed to the same and includes any one or more of them.
“Security Interest” includes,
any mortgage, charge, pledge, lien, right of set-off, caveats, prohibitory orders and any encumbrances and security interests of any
nature in any property or undertaking whether movable or immovable of any kind.
“Security Party” means any party
providing or which shall at any time and from time to time provide any guarantee or security to secure the payment or repayment of the
Indebtedness or any part of the Indebtedness and includes any one or more of them.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
“SJPP” means Syarikat Jaminan
Pembiayaan Perniagaan Berhad, (Company No. 851317-W), of Tingkat 12, Bangunan Setia 1, 15 Lorong Dungun, Bukit Damansara, 50490 Kuala
Lumpur.
| 2. | REPRESENTATIONS AND WARRANTIES |
| 2.1 | The Borrower represents and warrants to the Bank that:- |
| (i) | that the execution, delivery and performance of each of the Security Documents by the Borrower and
where applicable, the Security Party to the Security Documents and the borrowing and/or utilisation of the Banking Facility do not
and will not violate or contravene the provisions of;- |
| (a) | any law, or regulation, or any order, or decree of any governmental
authority, agency or court to which any of them is subject; |
| (b) | the Borrower’s and where applicable, the Security Party’s
Constitution; |
| (c) | any contract of whatever nature, or other undertaking, or
instrument, to which any of them is a party or which is binding upon any of them or any of their assets and will not result in the creation,
imposition of, or any obligation to create, or impose, any mortgage, lien, pledge or charge on any of their assets pursuant to the provisions
of any such contract, or other undertaking, or instrument; |
| (ii) | no bankruptcy proceeding or order has been commenced or entered
against the Borrower and, where applicable any Security Party; |
| (iii) | no step, application, petition or order for any voluntary
arrangement, judicial management, scheme of compromise, arrangement, reorganisation, reconstruction or amalgamation, bankruptcy or insolvency
has been taken or are being taken to appoint any nominee, trustee, supervisor, judicial manager, manager, administrator, receiver, receiver
and manager, or liquidator or similar officer to take over or to wind-up the Borrower and where applicable, any Security Party; |
| (iv) | that the Borrower and, where applicable each Security Party
have filed all tax returns which the Borrower and, where applicable such Security Party are required by law to file and have paid or
made adequate provision for the payment of all taxes, assessments, fees and other governmental charges assessed against each of them
or upon any of their respective properties or assets, income or franchise or any of them; |
| (v) | that the Borrower and, where applicable the Security Party
are not in default in the payment or performance of any of their or each of their obligations for borrowed money, or in respect of other
liabilities; |
| (vi) | that there is no material adverse change in the financial
condition, operating environment or management of the Borrower and, where applicable each Security Party or other conditions which will
materially affect the ability of the Borrower and, where applicable the Security Party to perform the obligations of the Borrower or
the Security Party under the Security Documents or any of them. |
| (vii) | that the Borrower and, where applicable, each Security Party
are the legal and beneficial owners of all assets or Property which are offered as security to the Bank in respect of the Banking Facilities
or the subject matter of any other Security Documents; |
| (viii) | that the Borrower has fully disclosed in writing to the Bank
all facts relating to their exposures with other banks or financial institutions which would have been material for disclosure to the
Bank in the context of the Bank having agreed to grant to the Borrower the Banking Facility; |
| (ix) | that the Borrower is not aware and has not intentionally withheld
any information or fact which may result in or give rise to the Banking Facility contravening or being in breach of any laws, legislation
subsidiary legislation or regulation including without limitation, the Financial Services Act 2013 or any other provisions thereof or
any lending limits or restrictions that may be imposed upon the Bank from time to time by Bank Negara Malaysia or such other competent
authority having jurisdiction over the Bank. |
| 2.2 | The Borrower acknowledges that the Bank has agreed to make
and/or continue to make available the Banking Facility to the Borrower on the basis of and in full reliance of the above representations
and warranties. The Borrower agrees, covenants, undertakes and confirms that each of the above representations and warranties shall survive and continue in full force and effect after the execution
of this Letter of Offer and the Borrower shall be deemed to represent and warrant to the Bank on the date of each drawing or utilisation
of the Banking Facility that:- |
| (i) | the representations and warranties (up-dated with the necessary
modifications) contained in Clause 2 of Annexure III and Clause 1 of Annexure I are true and accurate in all respects as if made on such
date; and |
| (ii) | no Event of Default, and no event which with the giving of
notice or passing of time would constitute an Event of Default has occurred. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 2.3 | The Bank’s rights and remedies under this clause in relation
to any misrepresentations or breach of warranty shall not be affected by any investigation by or on behalf of the Bank into the affairs
of the Borrower or any Security Party or by the execution or performance of this Letter of Offer or by any other act or thing which may
be done by or on behalf of the Bank in connection with the Security Documents or which might, apart from this clause, affect such rights
or remedies. |
| 3.1 | The Banking Facility will be made available for the Borrower’s
utilisation upon the fulfilment of the following conditions precedent:- |
| (i) | the Borrower shall have been obtained all approvals, consents,
authorisations and licences, including to those which are corporate or which may be required from any governmental or statutory or regulatory
authorities or its creditors, which are necessary or expedient for the acquisition of the relevant Property and the financing of the
Banking Facility by the Bank under this Letter of Offer, the execution and where appropriate, registration of the Security Documents
in respect of the Banking Facility, the carrying out of the business of the Borrower and for the transactions contemplated under any
of the Security Documents; |
| (ii) | Where applicable and where deemed necessary or advisable or
expedient by the Bank or its solicitors, the Borrower shall have obtained all waivers or consents from all lessors, chargees, debenture
holders, encumbrances, holders of negative pledges, creditors or purchasers or developers or vendors of any Property of the Borrower
or, where applicable, of any Security Party in relation to any Property or asset which is the subject matter of any of the Security Documents
in respect of the Banking Facility. |
| (iii) | The Bank shall have received the original separate document
of title/strata title to the relevant Property or, if a document of title to the relevant Property is not yet available, the original
Sale and Purchase Agreement relating to the purchase of the relevant Property duly signed and stamped and the original Deed of Assignment
(where applicable), as the case may be, or other documents of title relating to and evidencing the Borrower’s or, where appropriate,
the Security Party’s ownership or title to or interest in the relevant Property. |
| (iv) | Searches made by the Bank’s solicitors at the appropriate
Land Registry or Land Office immediately prior to the presentation of the relevant Charge document for registration in respect of the
relevant Property in which a Security Interest is to be created in favour of the Bank confirming that, the relevant Property is free
from all Security Interest and that no Security Interest of whatsoever nature has been lodged or presented for registration or registered
over or against the relevant Property or any part of the Property save and except such Security Interest permitted by the Bank. |
| (v) | If necessary, the Bank’s solicitors shall have lodged a private
caveat against or over the title to the land upon which the relevant Property constitutes a part and upon which the relevant Property
is erected or to be erected at the appropriate Land Registry or Land Office for registration; |
| (vi) | Searches made by the Bank’s solicitors at the appropriate
Land Registry or Land Office immediately prior to the lodgment of the private caveat confirming that, the relevant Property is free from
all Security Interest and that no Security Interest of whatsoever nature has been lodged or presented for registration or registered
over or against the relevant Property save and except such Security Interest permitted by the Bank; |
| (vii) | The Borrower shall have insured or caused to be insured the
relevant Property and all buildings in the course of construction and all materials and/or things delivered and intended for such buildings
against loss or damage by fire explosion lightning tempest flood riot civil commotion strike and malicious acts and any other risks as
the Bank may from time to time require and notify for its or their full insurable value and in any event for a sum acceptable to the
Bank and with an insurance company approved by the Bank and in the name of the Borrower or the Security Party with the Bank’s interest
as chargee or assignee, as the case may be, and loss payee endorsed on the Insurance Policies so taken out and shall have deposited with
the Bank the duplicate (or the original, if so required by the Bank) of the Insurance Policies so taken out and all receipts or evidence
of payment of the current premium payable; |
| (viii) | there is no misrepresentation or breach of any warranties
contained in Clause 2 above and Clause 1 of Annexure I; |
| (ix) | all fees, costs and expenses which are due and payable or
which have accrued under the Banking Facility or under this Letter of Offer in respect of the Banking Facility shall have been fully
paid and settled; |
| (x) | no Event of Default and no event which with the giving of
notice or lapse of time or both would constitute an Event of Default shall have occurred and is continuing; |
| (xi) | the Bank shall have received such other documents, opinions,
certificates, authorisations or assurances as the Bank may reasonably request; |
| (xii) | no extraordinary circumstance or change of law or other governmental action or material adverse
change in the financial condition or operating environment or management of the Borrower or other condition shall have occurred
and/or is continuing which in the opinion of the Bank would affect the ability of the Borrower to fully perform and discharge its
obligations under this Letter of Offer or would make it improbable that the Borrower would be able to do so; |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (xiii) | there is no change in law or in the financial, economic or
political conditions in Malaysia which in the opinion of the Bank would render it inadvisable or impractical for the Bank to continue
to make available the Banking Facility or any drawing under the Banking Facility. |
| 3.2 | In the case where guarantee(s) and/or the Security Document
is/are required by the Bank from the Security Party, the utilisation of the Banking Facility shall also be subject to the fulfilment
of the following additional conditions precedent:- |
| (i) | Where there is any Security Party which is an individual
or natural person, the Bank or its solicitors shall have received from the Director General of Insolvency the result of the search made
on such Security Party confirming that such Security Party has not been adjudicate a bankrupt and no petition for bankruptcy and no adjudication
order or receiving order has been made or received against such Security Party; |
| (ii) | confirmation from the Security Party that all authorisations,
licenses, approvals and consents which are necessary for the carrying on of the Security Party’s business shall have been obtained and
are in full force and effect. |
The Borrower expressly covenants with the Bank that at all times during
the continuance of this Letter of Offer:-
| (a) | Custody
of Title Documents (if applicable) |
| (i) | The Borrower shall let the Bank have the custody or possession
of the document of title to the relevant Property so long as this Letter of Offer shall remain undischarged. |
| (ii) | The Bank shall be under no obligation to surrender or part with
possession of the document of title to the relevant Property unless the production of any such document is required for purposes of any
action or matter initiated or instituted by the government or any government authority or department and not where such document is required
for any other purpose or to effect any transaction conducted or initiated by the Borrower. |
| |
(i) |
The Borrower shall punctually pay or cause to pay all existing current and future service charge, taxes and all outgoings whatsoever which are now or shall at any time hereafter be payable in connection with or arising out of the Property for of the Borrower’s business and obtain all necessary licences and comply with all regulations relating to the carrying on of such business and the Borrower shall produce to the Bank the receipts for all such payments as aforesaid. |
| (ii) | If the Banking Facility is granted under any Guarantee Scheme
which requires a fee to be paid, the Borrower shall pay, via direct debit from its account held at the Bank, the fee paid or payable
by the Bank for the issuance and renewal of the guarantee and any other fee paid or payable in connection with the Guaranteed Scheme. |
| (iii) | In the event of the Borrower failing to pay any money covenanted
to be paid under this Letter of Offer, it shall be lawful for but not obligatory upon the Bank to pay the same or any part to be paid
under this Letter of Offer. |
| (iv) | All monies expended by the Bank shall constitute an advance
by the Bank to the Borrower. Such advance shall be deemed to be due from and payable by the Borrower to the Bank (upon demand in writing
to the Borrower by the Bank) on the date such monies are expended by the Bank. Until payment, such monies shall be deemed to form part
of the Indebtedness and to be secured under the Security Documents. |
| (c) | Repair
and Maintenance (if applicable) |
| (i) | The Borrower shall keep or cause to keep the building erected
or that may in future be erected on the Property and all fittings and fixtures in the building in tenantable repair and condition and
comply or cause to comply with all notices and orders served on the Borrower or the Security Party by any competent or other public or
local authority in respect of repairs sanitary installation sewerage road-making or otherwise. |
| (ii) | The Borrower will or cause to permit the Bank or its agents
at all reasonable times of the day to enter into or upon the Property and all buildings on the Property to examine the state and condition
of the Property. |
| (iii) | The Borrower will immediately repair and make good all defects
and wants of reparation of which a notice in writing shall be given to the Borrower by the Bank. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (iv) | In default of the Borrower making such repair, it shall be
lawful for but not obligatory upon the Bank and without being liable as a chargee or assignee in possession, as the case may be, at any
time to enter upon the Property and to effect such repair as may be necessary. |
| (v) | All moneys expended by the Bank shall constitute an advance
by the Bank to the Borrower and such advance shall be deemed to be due from and payable by the Borrower to the Bank (upon demand in writing
to the Borrower by the Bank) on the date such monies are expended by the Bank. Until payment, such monies shall be deemed to form part
of the indebtedness and to be secured under the Security Documents. |
| (d) | Compliance
with Title Conditions (if applicable) |
| (i) | Upon the issuance of separate document of title/strata title
to the Property by the relevant governmental authorities, the Borrower shall: |
| (aa) | observe and comply or cause to observe and comply with any
conditions covenants restrictions and category of land use (express or implied), binding the Property or building erected or to be erected
in future or otherwise howsoever in respect of the Property; and |
| (bb) | will not do or omit to do or allow to be done or omitted
any act matter or thing in or in respect of the Property or any part of the Property which shall contravene the provisions of any statutory
law and rules made thereunder now or in future affecting the same. |
| (ii) | In the event of default by the Borrower, it shall be lawful
for but not obligatory for the Bank to take such steps and measures necessary to ensure compliance and non-contravention by the Borrower
of any statutory law enactment by-laws and rules made thereunder now or in future affecting the Property. |
| (iii) | All monies expended by the Bank shall constitute an advance
by the Bank to the Borrower and such advance shall be deemed to be due from and payable by the Borrower to the Bank (upon demand in writing
to the Borrower by the Bank) on the date such monies are expended by the Bank. Until payment, such monies shall be deemed to form part
of the Indebtedness and to be secured under the Security Documents. |
| (iv) | The Borrower shall at all times in future indemnify and keep
indemnified the Bank against all claims, demands, actions, proceedings, costs and expenses in respect of any such act matter or thing
done or omitted to be done in contravention of such provisions, save and except where the same arise from the gross negligence, willful
misconduct, willful defraud or fraud of the Bank. |
| (e) | Information
on Matters Affecting Security (if applicable) |
| (i) | The Borrower shall give or cause to give to the Bank within
seven (7) days of the receipt of the notice of the same full particulars of any notice or proposal for a notice or order or proposal
for an order given or issued or made to the Borrower or such Security Party in respect of the Property or any part of the Property by
or on behalf of any planning local government public health sanitary housing or other authority and produce or cause to produce such
notice to the Bank. |
| (ii) | The Borrower shall also without delay and within the period
prescribed by such notice take or cause to take all reasonable and necessary steps to comply with the provisions of such notice or order
to safeguard and preserve the Property or any part of the Property or the title or ownership to the Property. |
| (iii) | The Borrower also may on the Borrower’s own accord or shall
at the request of the Bank and at the Borrower’s cost make or join or cause to make or join with the Bank in making such objections or
representations against or for in respect of any such proposal or such notice or order as the Bank shall deem expedient. |
| (f) | Use of
Building and Land (if applicable) |
| (i) | The Borrower shall not use any building upon the Property
or allow the same to be used for purposes other than those for which the same has been built nor to store or bring upon the Property
any articles of a specially combustible inflammable or dangerous nature nor to do or permit or allow to be done anything by reason of
which any policy or policies of insurance effected over the Property may be rendered void or voidable. |
| (ii) | Upon receipt of notice in writing from the Bank that in the
opinion of the Bank any use by the Borrower of the Property or any part of the Property or any building on the Property whether by reason
of overcrowding or for any reason whatsoever is calculated to affect adversely the security of the Bank the Borrower shall immediately
discontinue such use. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (g) | Dealings
with Security |
The Borrower shall not:
| (i) | sell, transfer, charge or deal with nor allow to be sold,
transferred, charged or dealt with the Property or any part of the Property or any interest in the Property; or |
| (ii) | make or allow to be made the same subject to any burden charge
encumbrance liability or lien whatsoever; |
| (iii) | make or allow to be made any application for: |
| a) | the surrender of the Property or any part of the Property
or any interest |
| b) | the alteration of the category of land use or for the imposition
of any fresh category of land use in respect of the Property; or |
| c) | the rescission, removal or amendment of any condition or
restriction affecting the Property, |
without the prior written consent of the Bank first had and obtained.
| (h) | Not Part
with Possession (if applicable) |
| (i) | The Borrower shall not lease or create a tenancy or grant
or allow to be leased or granted any licence or otherwise howsoever part with or allow to be parted with the possession or make or accept
or allow to be made or accepted the surrender of any lease or tenancy whatsoever of or in respect of the Property or any building fixture
structure crops or plants or any part of the same to any person, firm or company without the prior consent in writing of the Bank first
had and obtained. Such consent may be given or refused there for either absolutely or on such terms and conditions as the Bank deems
fit. |
| (ii) | Despite any provision contained in the applicable Act, the
Bank may withhold its consent to the granting by the Borrower of any lease or tenancy of or in respect of the Property. And the Borrower
assigns or cause to assign and covenants to assign absolutely to the Bank all the present and future rent, licence fees, rights and benefits
accruing to the Borrower or such Security Party under any lease, tenancy, grant or licence of or in respect of the Property. |
| (i) | Demolition
of or Improvement on Building (if applicable) |
| (i) | The Borrower shall not alter, pull down, remove, allow to
be altered, pulled down or removed any building or fixture now or at any time in future erected on or affixed to the Property or any
part of the Property. |
| (ii) | The Borrower shall not erect, make or maintain or allow to
be erected, made or maintained on the Property or any part of the Property any additional building erection or improvement without the
prior consent in writing of the Bank first had and obtained. The Borrower will immediately replace or make good the same in the event
of such addition, alteration, pulling down or removal made without the Bank’s prior consent. In the event that the Bank shall give its
consent, the Borrower shall apply or cause to be applied for all necessary permissions as required by law and will give the Bank immediate
notice of such permissions if granted. |
| (iii) | The Borrower will at all times indemnify and keep indemnified
the Bank against all proceedings costs expenses claims and demands whatsoever in respect of and arising out of any contravention by the
Borrower or such Security Party of such permission, save and except where the same arise from the gross negligence, willful misconduct,
willful default or fraud of the Bank. |
| (iv) | Where it is intended that there is to be erected any building
or buildings on the Property or that any of the Banking Facility is to be utilised for the purposes of the same, the Borrower shall complete
the erection of such building or buildings in accordance with the approved plans of such competent authority or authorities necessary
for the obtaining of and shall obtain a certificate of completion and compliance not later than such date as the Bank may stipulate. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (j) | Valuation
(if applicable) |
| (i) | The Borrower authorises the Bank to value the Property at
such interval(s) as the Bank shall at its discretion decide by any valuer or any officer of the Bank or any person of the Bank’s choice.
All cost of such valuation shall be borne by the Bank. |
| (ii) | In the event of such value reveals that the forced sale value
of the Property is lower than that at the date of this Agreement, the Bank shall have the discretion to require the Borrower within fourteen
(14) days from the date of a notice from the Bank to mortgage, charge, pledge or assign to and in favour of the Bank the Borrower’s stocks
and shares, assets, movable and/or immovable property, and/or deposit with the Bank the issue documents of title, if any, of all immovable
properties vested in the Borrower of such value as the Bank may from time to time require and for such tenure as the Bank so requires
by way of further and additional security for the repayment of the Indebtedness. |
| (k) | Cultivation
(if applicable) |
In addition to and not in derogation of the agreements and stipulations
implied, the obligations imposed and the rights created by law, custom and this Letter of Offer, the Borrower expressly agrees covenants
and undertakes where applicable the following:-
| i. | during the term of this Letter of Offer, the Borrower will
ensure that the Property is maintained and cultivated in a proper and workmanlike manner and follow the methods of good land management
and until the security created in this Letter of Offer be fully satisfied and discharged, the Bank shall at all reasonable times, with
prior written notice to the Borrower, be at liberty to enter upon the Property to view and inspect the state of maintenance or cultivation; |
| ii. | during the term of this Letter of Offer, the Borrower will
ensure that the Bank shall be at liberty to employ a visiting agent or agents or any other person or persons from time to time to enter
into and inspect the Property and into any building or structure now or at any time in future erected on the Property. The Bank may have
access to any fixture on the Property and to view and inspect the condition of repair of the Property and to make a report at the costs
and expenses of the Borrower provided however that if the Bank should enter and repair the same it shall not be liable as a chargee or
assignee in possession, as the case may be; |
| iii. | during the term of this Letter of Offer, the Borrower will
ensure that the Property is kept clean, weeded and free from lallang and other undergrowth. If in default of the same, it shall be lawful
for but not obligatory upon the Bank to employ labourers, or workmen, at the cost and expense of the Borrower, for the purpose of keeping
the Property clean weeded and free from lallang and other undergrowth PROVIDED ALWAYS that nothing in this Clause contained and no act
of the Bank, its servants or agents done, in pursuance of the provisions of this Clause shall render the Bank liable as a chargee or
assignee in possession, as the case may be. |
| (l) | Audited Accounts (Where the Borrower is a Body Corporate) |
The Borrower shall keep full and up
to-date accounts and to furnish the Bank with audited balance sheets and profit and loss account of the Borrower and the annual report
of the Borrower’s directors every year within one hundred and eighty (180) days of the end of the Borrower’s financial year, and such
balance sheets and accounts are to be duly audited and certified by qualified independent auditors acceptable to the Bank.
| (m) | Financial
and Other Information |
The Borrower shall furnish or cause
to furnish to the Bank any other financial information or such other information relating to the Borrower or the business of the Borrower
or on any asset to be provided to the Bank as security as may reasonably be requested by the Bank from time to time.
| (n) | Observance
of Security Documents |
The Borrower shall observe and perform the terms and conditions of this Letter of Offer and the other Security Documents or to cause to be observed and performed the terms and conditions of the Security Documents.
The Borrower shall immediately inform the Bank of any change in the place of business or registered office or residential address of the Borrower or of any Security Party.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (p) | Compliance
with Clause 9 of the Letter of Offer |
The Borrower shall deliver to the Bank upon demand any documents or evidence under Clause 9 of the Letter of Offer the production of which has been temporarily waived and to comply with all the terms and conditions of Clause 9 of the Letter of Offer which have been temporarily waived.
| (q) | Approvals
and Consents |
The Borrower shall comply or cause to comply with all conditions imposed and to maintain or cause to maintain in full force and effect all authorisations, licences, approvals and consents in connection with or are necessary for the acceptance, delivery, legality and enforceability of this Letter of Offer, the use of the Banking Facility, the Borrower’s business and the performance of the Borrower’s obligations under this Letter of Offer.
| (r) | Insurance
(if applicable) |
| (i) | Subject to the provisions of Clause 5 below and in addition
to and not in derogation of any other provisions contained in the Security Documents and the rights and remedies of the Bank under the
Security Documents, the Borrower shall adequately insure or cause to be adequately insured the Property at all times up to the full insurable
value of the Property and all buildings constructed or in the course of construction and all work in progress on the Property and all
other properties comprised in the Property against loss or damage by fire, lightning, tempest, flood, riot, civil commotion, malicious
acts and strike and such other risks as the Bank may from time to time require and notify with a reputable insurance company approved
by the Bank in the name of the Borrower or such Security Party. |
| (ii) | The Borrower shall cause the interest of the Bank as chargee or assignee, as the case may be, and
loss payee to be endorsed on the insurance policy or policies so taken up, and the Borrower shall deposit or cause to be deposited
with the Bank the duplicate (or the original, if so required by the Bank) of the policy or policies so taken out together with the
receipts or other evidence of payment of the current premium payable under such policy or policies. |
| (ii) | The Bank may require any money received on any insurance
whether effected by the Bank or by the Borrower to be applied in or towards making good the loss or damage in respect of which the money
is received or receivable or in or towards the discharge of any principal money and interest or any other monies secured by this Agreement.
If no monies are for the time being owing by the Borrower to the Bank, the Bank may require such money to be paid into a cash collateral
account to be opened by the Borrower and to be maintained with the Bank or any financial institution as stipulated by the Bank and the
Borrower shall hold any money received on such insurance in trust for the Bank and the Bank may receive and give a good discharge for
any such monies. |
| (s) | Notification
of Default |
The
Borrower shall immediately notify or cause to notify the Bank of the occurrence of any Event of Default or of any event of default in
relation to any other indebtedness of the Borrower or of any other occurrence of which it becomes aware which in its reasonable opinion
might adversely affect its ability to fully comply with its obligations under this Letter of Offer or, where applicable, the ability
of any Security Party to fully comply with its obligations under any of the Security Documents.
The Borrower shall immediately notify the Bank of any change in the
authorised signatories of the Borrower and notify the Bank if any of the Borrower’s authorised signatories shall no longer be authorised
to sign or otherwise to act on the Borrower’s behalf under this Agreement.
The Borrower shall promptly notify the Bank of any material change
in the condition or performance or nature of the Borrower’s business or constitution or any other matters of or affecting the Borrower
or where applicable, any Security Party.
The Borrower shall carry on its business and affairs with due diligence
and efficiency and in accordance with sound financial and business standards and practices generally applicable to the industry and in
accordance with its Constitution as amended from time to time.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
The Borrower shall promptly inform the Bank of:
| (i) | any legal proceedings, litigation or claims of a material
nature involving the Borrower and/or any of the Security Party; |
| (ii) | any labour controversy which might result in a strike against
the Borrower, |
| (iii) | any matter which has adversely affected or might adversely
affect the Borrower’s ability to fulfill their respective obligations under the Security Documents; |
| (iv) | the happening of any event likely to have a substantial effect
on the profits, business and operations of the Borrower; |
| (v) | any changes in its accounting policy; |
| (vi) | any change in its directorships, partnership and/or majority
or controlling shareholding; and |
| (vii) | the creation of any Security Interest on any of the Borrower’s
property or asset. |
| (x) | Appointment
of Auditors |
The Borrower shall appoint from time to time only such auditor or firm
of auditors acceptable to the Bank and authorise such auditor or firm of auditors to supply to the Bank with a certified copy of any communication
sent by such auditor to the Borrower and further to communicate directly with the Bank at any time in respect of any matter connected
with the accounts and operations of the Borrower.
| (y) | Allotment
of Shares and Annual Returns |
The Borrower shall submit to the Bank a certified copy of its Annual
Returns and its Return of Allotment of Shares as submitted to the Companies Commission of Malaysia from time to time.
The Borrower covenants with the Bank that during the continuance of
this Letter of Offer it shall not without the prior written consent of the Bank:-
| (a) | Reconstruction
or Amalgamation (Where the Borrower is a Body Corporate) |
Effect or undertake or permit any form of corporate voluntary arrangement,
judicial management, scheme of compromise or arrangement, merger reconstruction consolidation or amalgamation by way of a scheme of arrangement
or otherwise approve, permit or suffer any change of ownership or transfer of any part of its issued capital.
| (b) | Advances
and Guarantees |
Make or permit to exist loans or lend or make advances to any
person, firm, company (other than a wholly owned subsidiary where the Borrower is a body corporate) or guarantee any person,
enterprise or company (other than normal trade credit or trade guarantees or temporary loans to staff, customers, contractors or
suppliers in the ordinary course of business).
Incur, assume, guarantee or permit
to exist any indebtedness except:-
| (i) | such loans, credit facilities or accommodation as have been
disclosed in writing to and consented to in writing by the Bank; and |
| (ii) | any unsecured indebtedness payable on demand or maturing
by its terms within twelve (12) months after the date on which it was originally incurred, in either case, incurred in the ordinary course
of business of the Borrower. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (d) | Conflicting
Insurance (if applicable) |
Save and except at the request of the Bank, effect or keep on foot
or permit to effect or keep on foot any insurance against any risk in respect of the Property or any works buildings or fixtures on or
in respect thereof when the Bank has effected or has kept on foot such insurance.
| (e) | Alteration
of Constitution (Where the Borrower is a Body Corporate) |
Add to, delete, vary or amend its Constitution in any manner which
would be inconsistent with the provisions of this Letter of Offer or any of the other Security Documents or change its financial year.
Sell, transfer (save and except in the ordinary course of business
of the Borrower on ordinary commercial terms and on the basis of arm’s length arrangements) or lease or otherwise dispose of all or a
substantial part of its assets.
| (g) | Change
in Share Capital (Where the Borrower is a Body Corporate) |
Decrease or in any way whatsoever alter (other than increase) the issued
capital of the Borrower whether by varying the amount, structure or value of the issued capital or the rights attached to the issued capital
or convert any of its share capital into stock or by consolidating, dividing or subdividing all or any of its shares.
| (h) | Section
366 of the Companies Act 2016 |
Apply for any order under Section 366 of the Companies Act 2016 or
enter into any compromise or arrangement with its creditors or any class of them or its members or any class of them or propose any such
compromise or arrangement pursuant to Section 366 of the Companies Act 2016.
| (i) | Change
in Nature of Business |
Make any alteration to the general nature of its business or businesses
as specified in its application for the Banking Facility.
| (j) | Change
in Shareholders |
Permit any changes in its major and/or controlling shareholders.
| (k) | Repayment
to Subsidiary etc. |
Repay to such of its subsidiary or associate companies, directors and
shareholders the advances or any portion of the advances, made by such subsidiary or associate companies, directors and shareholders.
Allow any judgment entered against it to remain unsatisfied
for more than fourteen (14) days after such judgment is served on it.
The Borrower is deemed to have committed a default if the Borrower
commits or threatens to commit a breach of any of the covenants, undertakings, stipulations, terms, conditions, or provisions stipulated
in this Letter of Offer upon the happening of any one or more of the following events:-
if the Borrower fails or defaults in the payment of any sum of money
payable on its due date whether formally demanded or not or if due on demand when demanded by virtue of the provisions contained in this
Letter of Offer or in the other Security Documents; or
| (b) | Breach
of Other Terms and Conditions |
if the Borrower breaches any term of any of the Security
Documents or in any document delivered pursuant to the Banking Facility or the Security Documents or fails to comply with any notice
given under any of the Security Documents requiring either of them to remedy any breach of the terms of such Security Documents
within the stipulated time; or
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (c) | Breach
of Representations and Warranties |
if any representation or warranty made or implied pursuant to Clause
2 of Annexure III and Clause 1 of Annexure I of the Letter of Offer or any other provision of this Letter of Offer or pursuant to any
notice, certificate, letter or other document delivered pursuant to the terms of this Letter of Offer is incorrect or misleading (as determined
by the Bank) in a material particular as of the date on which it was made or deemed to have been made; or
| (d) | Ability
of Security Party to Perform Terms in Security Documents |
if an event has, or events have occurred, or a situation exists, which
could or might, in the opinion of the Bank affect the ability of the Borrower or the Security Party to perform its obligations under
the Security Documents in accordance with their respective terms; or
| (e) | Validity
of the Security Documents |
if any of the Security Documents cannot be perfected for any reason
whatsoever or shall be challenged with regard to its validity by any person; or
if the Bank shall be of the opinion that any of the security created
pursuant to the Security Documents are in jeopardy; or
it is or will become unlawful for the Borrower or any Security Party
to perform or comply with any one or more of the obligations of the Borrower and, where applicable, the Security Party under this Letter
of Offer or the other Security Documents respectively; or
| (h) | Authorisation
and Consents |
any action, condition, consent or thing at any time required to be
taken, fulfilled or done for any of the purposes stated in to Clause 1(iii) of Annexure I of the Letter of Offer is not taken, fulfilled
or done or ceases to be in full force and effect without modification or any licence, authorisation, approval, consent, order or exemption
referred to in Clause 3.1 (i) of Annexure III is revoked or withheld or materially modified or is otherwise not granted or fails to remain
in full force and effect; or
| (i) | Breach
of Terms of the Agreement |
if any of the parties to any agreements in respect of any Security
Documents commits or threatens to commit a breach of any term, stipulation, covenant or undertaking contained in such agreements; or
If the Borrower or any Security
Party or either of their respective related corporation or affiliate commits a default of any provision of any agreement, or
security documents, or both (as the case may be) relating to other accounts of loan or credit facilities granted by other parties
including the Bank to the Borrower or any Security Party or either of their respective related corporation or affiliate or other
party in which the Borrower or any Security Party or either of their respective related corporation or affiliate is a guarantor, or
chargor or assignor; or
If any other indebtedness of the Borrower or any Security Party or
either of their respective related corporation or affiliate becomes, or becomes capable (in accordance with the relevant terms of the
same) of being declared due prematurely by reason of a default by the Borrower or any Security Party or either of their respective related
corporation or affiliate in as obligations with respect to the same, or the Borrower or any Security Party or either of their respective
related corporation or affiliate fails to make any payment in respect of the indebtedness on the due date for such payment or if due
on demand when demanded or upon the security for any such indebtedness becoming enforceable, or
if legal proceedings suit or action of any kind whatsoever
(whether criminal or civil) be instituted against the Borrower or any Security Party or either of their respective related
corporation or affiliate; or
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
if any present or future security on or over the assets of the Borrower
or where applicable, any Security Party or either of their respective related corporation or affiliate becomes enforceable; or
| (n) | Enforcement
Proceedings |
if a distress or execution or other process of a Court of competent
jurisdiction is levied upon or issued against any property or any part of the property of the Borrower or any Security Party or either
of their respective related corporation or affiliate of either of the and such distress execution or other process, as the case may be,
is not discharged by the Borrower or Security Party within seven (7) days from the date of such distress, execution or other process being
levied or issued; or
if the Borrower or, where applicable, any Security Party or either
of their respective related corporation or affiliate or any party whose debts, obligations or liabilities are guaranteed by the Borrower
becomes insolvent, is unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material
part of its debts, begins negotiations or takes any proceeding or other step with a view to readjustment, rescheduling or deferral of
all or any part of its indebtedness or has entered into any voluntary arrangement, judicial management, scheme of compromise, arrangement,
reorganisation, reconstruction or amalgamation with their creditors; or
| (i) | if any proposal or step or action is made or taken or a resolution
is passed for the voluntary arrangement, winding up, dissolution, liquidation, judicial management or bankruptcy of the Borrower or of
any Security Party or a related corporation or affiliate or a petition for winding up or bankruptcy, as the case may be, is presented
against the Borrower or any Security Party or a related corporation or affiliate; or |
| (ii) | if such proceeding or action has been taken by the Borrower
or where applicable such Security Party or related corporation or affiliate such step or petition is not discharged or stayed within
twenty one (21) days from the date of the taking of such step or petition; or |
| (i) | if the Borrower or any Security Party or a related corporation
or affiliate shall make an assignment for the benefit of the creditors of the Borrower or such Security Party; or |
| (ii) | such related corporation or affiliate or enter into any voluntary
arrangement, judicial management, scheme of compromise, arrangement, reorganisation, reconstruction, amalgamation or composition for
the benefit of the creditors of the Borrower or such Security Party or such related corporation or affiliate or allows any judgment against
the Borrower; or |
| (iii) | such Security Party or such Related Corporation or affiliate
to remain unsatisfied for a period of fourteen(14) days or more unless an appeal against such judgment is pending and a stay of execution
has been granted; or |
if the Borrower or any Security Party or a related corporation or
affiliate shall enter into liquidation whether compulsorily or voluntarily or if a nominee, trustee, supervisor, administrator,
liquidator or a receiver, manager, receiver and manager or judicial manager or other similar officer shall be appointed in respect
of the undertaking or property of the Borrower or such Security Party or such related corporation or affiliate or any part of such
undertaking or property; or
| (s) | Moratorium
on Payments |
if the Borrower or where applicable, or any Security Party enters
into or proposes to enter into, or there is declared by any competent court or authority, a moratorium on the payment of indebtedness,
moratorium for corporate voluntary arrangement or other suspensions of payments generally; or
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
if a notice or proposal for compulsory acquisition of the Property
or any of the assets of the Borrower or where applicable, any Security Party or a related corporation or affiliate or any part of such
asset shall be issued or made under or by virtue of an Act of Parliament or other statutory provision; or
| (u) | Declared
Company (Where the Borrower or the Security Party is a Body Corporate) |
if the Borrower, any Security Party or
a related corporation or affiliate is under investigation under the provisions of Section 590 of the Companies Act 2016 (Investigation
of affairs of company at direction of Minister); or
| (v) | Death,
Insanity and Bankruptcy (Where the Borrower or the Security Party is a Natural Person or
Individual) |
if the Borrower or any Security Party who is a natural
person or individual dies or becomes insane or is adjudged a bankrupt; or
| (w) | Operations
of Account Unsatisfactory |
if in the opinion of the Bank, the Borrower’s account with the Bank
(including any other accounts the Borrower may have with the Bank) is or has not been operated satisfactorily; or
if the Borrower or any Security Party or either of their respective
related corporation or affiliate shall cease or threaten to cease to carry on all or a substantial part of the business of the Borrower
or such Security Party or such related corporation or affiliate; or
| (y) | Material
Adverse Change |
if there shall occur a material adverse change in the business, assets,
or financial position, of the Borrower or where applicable, any Security Party or a related corporation or affiliate; or
| (z) | Exceeding
of Approved Limit |
if the approved limit of any of the Banking Facility (including any
overdraft facility of the Borrower) is exceeded despite that such excess arises as a result of any debit to the account of the Borrower
made by the Bank pursuant to Clause 17(b) of Annexure I of the Letter of Offer; or
| (aa) | Change
in Shareholders, Directors or Management |
if there is any change in the controlling shareholder(s) of the Borrower
without the prior written consent of the Bank, where such consent is required; or
| (bb) | Material
Diminution in Borrower’s Networth |
if there is any material diminution in the tangible networth of the
Borrower as reflected in its latest audited financial statements; or
| (cc) | Unsound
Business Practices |
if in the opinion of the Bank the Borrower is not carrying on its business
affairs in accordance with sound financial and industrial standards and practices; or
| (dd) | Bank’s
dishonoured cheque tracking system |
if the Borrower is blacklisted by the Bank’s dishonoured cheque tracking
system; or
if any other event or series of events whether related or not has or
have occurred which in the opinion of the Bank could or might affect the ability or willingness of the Borrower or where applicable, of
ay Security Party to comply with all or any of its respective obligations hereunder or where applicable, under any of the Security Documents.
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 7. | RIGHTS OF BANK ON DEFAULT |
| 7.1 | Upon the occurrence of any Event of Default, the Indebtedness
and all other sums payable under this Letter of Offer shall (unless otherwise decided by the Bank) become and be deemed to be, despite
anything contained to the contrary, in this Letter of Offer, immediately due and payable and whereupon the Bank shall be entitled to
take such action as may be appropriate against the Borrower, including action to sue and institute by way of civil suit for the recovery
of the Indebtedness or any part or parts of the Indebtedness and to apply any credit balance standing to any account of the Borrower
with any office or branch of the Bank whether in Malaysia or otherwise and in whatever currency towards satisfaction of the Indebtedness.
Any part of the Banking Facility not disbursed or utilised may be cancelled by the Bank with prior written notice to the Borrower, and
upon such cancellation any part of the Banking Facility already disbursed or utilised shall become due and immediately repayable without
demand despite anything contained in this Letter of Offer to the contrary. |
| 7.2 | Despite the fact that the Bank may not have exercised any
remedy available to it immediately on default by the Borrower or that it may have accepted monies from the Borrower after such default
the Bank shall not be held to have disregarded or confirmed in such default and may at any time thereafter exercise all or any of the
remedies available to it and any delay on the part of the Bank in taking steps to enforce the remedies conferred on and/or available
to it by this Letter of Offer, statute or otherwise shall not be held to prejudice its rights of action in respect thereof. |
| 8.1 | The Bank reserves the right at any time (regardless of whether
an Event of Default has occurred or not) to demand the Borrower in writing to provide the Bank with immediate cash cover for all the
Borrower’s prospective or contingent liabilities under any bonds, guarantees, indemnities, documentary or other credit or any instruments
issued or given by the Bank pursuant to the Security Documents or under or pursuant to any of the Banking Facility. Service of any such
demand may be effected in the same manner as specified in Clause 18 in this Agreement. |
| 8.2 | If the Borrower fails to provide the Bank with the necessary
cash cover within seven (7) days from the date of the demand, the Bank shall be entitled with seven (7) calendar days’ prior written
notice to the Borrower to debit the Borrower’s overdraft or current account with the amount of the cash cover demanded by the Bank and
to place and keep the same to the credit of a non-interest bearing suspense account for as long as any of the Borrower’s prospective
or contingent liabilities to the Bank remains outstanding or undischarged. |
| 9. | ADVANCE TO THIRD PARTIES |
| 9.1 | The Bank shall be at liberty (but is not under any obligation
either at law or in equity so to do) and is expressly authorised by the Borrower to advance or pay the whole of the Banking Facility
or any part of the Banking Facility to the person or party who or which is entitled to the benefit of any charge or encumbrance or Security
Interest over the property or, where appropriate, to whom payment is required to be made by the Borrower and/or Security Party to obtain
the transfer, conveyance or assignment of all rights, title and interest in and to the property in which a Security Interest is to be
created in favour of the Bank as security for the Indebtedness. |
| 9.2 | It is declared that such express authorisation shall be irrevocable
and unconditional AND it is expressly agreed by the Borrower that all advances and payments to the party(ies) aforesaid shall for all
purposes be deemed to be and form part of the Banking Facility and the acknowledgment of receipt by the aforesaid party(ies) shall be
as good sufficient and effective as if the same had been made or given by the Borrower personally. It is further irrevocably agreed and
confirmed by the Borrower that the Borrower shall not be entitled to object to or to restrain such payment by the Bank. |
| 10. | NO OBLIGATION TO ADVANCE |
Nothing contained in this Letter of Offer shall be deemed to impose
on the Bank any obligation either at law or in equity to make or to continue to make or to continue to make available any of the Banking
Facility to the Borrower or to make or to continue to make any advance or to afford any other accommodation under the Facilities to the
Customer or to any person or party.
| 11.1 | The Borrower shall indemnify the Bank and hold the Bank harmless
from and against any losses, damages and expenses, legal or otherwise, (including all legal costs incurred by the Bank on a solicitor
and client basis) which the Bank may sustain, suffer or incur as a consequence of any default in: |
| (i) | the payment of the Banking Facility or any portion of the
Banking Facility and interest on the same; or |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| (ii) | any other amounts payable under this Letter of Offer or under
the Security Documents, or on account of the non-observance of all or any of the terms stipulations agreements and provisions on the
part of the Borrower or the Security Party contained in this Letter of Offer or under the Security Documents, |
except where such losses, damages and expenses arise from the
gross negligence, willful misconduct, willful default or fraud of the Bank. Such losses, damages and expenses shall include such
amount as the Bank shall certify (such certification being accompanied by the basis and calculation of such amount and being
conclusive and binding upon the Borrower save for any obvious error).
| 11.2 | Currency Indemnity (where applicable) |
| (i) | The currency as set out in the Letters of Offer (“Contractual
Currency”) is the sole currency of account and payment for all sums payable by the Borrower under or in connection with the Letter
of Offer and the Security Documents including damages. |
| (ii) | Any amount received or recovered in a currency other than
the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the
winding-up of the Borrower or otherwise) by the Bank in respect of the Indebtedness shall only constitute a discharge to the Borrower
to the extent of the amount in the Contractual Currency which is able, in accordance with its usual practice, to purchase with the amount
so received or recovered in such other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase
on that date, on the first date on which it is practicable to do so). |
| (iii) | If that amount referred to in Clause 11.2(ii) above is less
than the amount in the Contractual Currency expressed to be due to the Bank under the Letter of Offer and the Security Documents, the
Borrower shall indemnify such party against any loss sustained by such party as a result. In any event, the Borrower shall indemnify
the Bank against the cost of making any such purchase. For the purpose of this Clause 11.2(ii) it will be sufficient for the Bank to
demonstrate that it would have suffered a loss had an actual exchange or purchase been made. |
| (iv) | The foregoing indemnities shall constitute obligations of
the Borrower separate and independent from its other obligations under the Letter of Offer and the Security Documents, shall give rise
to separate and independent causes of action against the Borrower, shall apply irrespective of any indulgence granted to the Borrower
from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof or proofs
in the liquidation or dissolution of the Borrower for a liquidated sum or sums in respect of amounts due under the Letter of Offer and
Security Documents or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered
by the Bank, as the case may be, without any proof of evidence of any actual loss being required. All indemnities and other reimbursement
obligations of the Borrower hereunder including without limitation under this Clause, shall survive the termination of the Banking Facility
and the payment of all other amounts in this Letter of Offer. |
| 12. | COVENANT TO PROVIDE FURTHER SECURITY |
| 12.1 | The Borrower shall at any time if and when required by the
Bank so to do execute in favour of the Bank or its nominee(s) as the Bank shall direct such legal or other mortgages charges assignments
transfers or agreements as the Bank may require of and on all the Borrower’s and/or Security Party’s estate rights title and interest
in any property or assets or business now belonging to or which may in future be acquired by or belong to the Borrower and/or Security
Party (including any vendor’s lien) and the benefit of all licences held in connection therewith to secure the Indebtedness, such mortgages
charges assignments transfers or agreements to be prepared by or on behalf of the Bank at the cost of the Borrower and to contain all
such terms and conditions for the benefit of the Bank as the Bank may reasonably require. |
| 12.2 | The Borrower shall at any time if and when required by the
Bank so to do deposit with the Bank the documents of title of any or all immovable properties vested in the Borrower for any tenure and
all or any debentures shares stocks or other investments or securities registered in the name of the Borrower or otherwise belonging
to the Borrower. Such deposit may be by way of collateral security for the payment or repayment of the Indebtedness and may also or otherwise
be for the purpose of securing any other monies owing to the Bank by the Borrower and not secured by this Letter of Offer. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
The Borrower agrees and declares that the Security Documents are
expressly intended to be and shall be a continuing security for the payment or repayment of the Indebtedness notwithstanding that
the Borrower or any Security Party may at any time or from time to time cease to be indebted to the Bank for any period or periods
and despite:-
| (a) | that any account or accounts of the Borrower or any Security
Party with the Bank may from any cause whatsoevercease to be current and notwithstanding any settlement of account
or accounts or otherwise; |
| (b) | any change by amalgamation consolidation or otherwise which
may be made in the constitution of the Borrower or any Security Party or the Bank; |
| (c) | the bankruptcy or liquidation of the Borrower or any Security
Party whether voluntary or compulsory |
| 14.1 | The Borrower shall from time to time and at any time, whether
before or after the security constituted under any of the Security Documents shall have become enforceable, execute and do all such transfers,
assignments, assurances, acts and things as the Bank may require for perfecting or further assuring the security intended to be constituted
by this Letter of Offer or the Security Documents and for facilitating the realisation of the Property secured under the Security Documents
and the exercise by the Bank of all the powers, authorities and discretions conferred on the Bank. The Borrower shall also give all notices,
orders and directions which the Bank may think expedient. |
| 14.2 | For such purposes a certificate in writing signed by or on
behalf of the Bank to the effect that any particular transfer, assignment, assurance, act or thing is required by the Bank shall, save
for obvious error, conclusive evidence of the fact. |
| 15. | LIEN AND OTHER SECURITIES NOT AFFECTED |
Nothing contained in this Letter of Offer shall affect any lien to
which the Bank is entitled or any other securities which the Bank may at any time or from time to time hold for or on account of the monies
secured under the Security Documents Nothing contained in this Letter of Offer shall operate so as to merge or otherwise prejudice or
affect any bill of exchange, promissory note, draft, trust receipt, guarantee, mortgage, charge, lien or other security which the Bank
may for the time being have for any money intended to be secured under the Security Documents or otherwise or any right or remedy of the
Bank under such other security.
| 16. | APPLICATION OF MONEY RECEIVED |
| 16.1 | All money received by the Bank in the exercise of any powers
conferred by the Letter of Offer and the Security Documents shall be applied in or towards satisfaction of such monies, obligations and
liabilities secured and the Bank in its discretion may from time to time conclusively determine (save that the Bank may credit the same
to a suspense account for so long and in such manner as the Bank may from time to time determine and the Bank may consider expedient). |
| 16.2 | If the amount realised by the Bank pursuant to the Letter
of Offer and the Security Documents after deducting any payment from the amount so realised of all fees dues costs rates taxes and other
outgoings arising out of or occasioned by such realisation is less than the amount due to the Bank, the Borrower shall pay to the Bank
on demand the difference between the amount due and the amount so realised and until payment will also pay to the Bank the cost to the
Bank (as determined by the Bank which determination shall, save for any obvious error be conclusive and binding on the Borrower) including
interest payable by the Bank on account of or in respect of any funds borrowed or deposits from third parties in order to maintain or
carry the amount of such difference and calculated up to the date of payment thereof as well after as before judgment. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 17.1 | This Letter of Offer together with the Annexures and Schedule
shall be governed by and construed in accordance with the laws of Malaysia but in enforcing this Letter of Offer together with the Annexures
and Schedule, the Bank shall be at liberty to initiate and take action or proceedings or otherwise against the Borrower in Malaysia and/or
elsewhere as the Bank may deem fit. |
| 17.2 | The parties agree that where any actions or proceedings are
initiated and taken in Malaysia they shall submit to the non-exclusive jurisdiction of the Courts of Malaysia in all matters connected
with the obligations and liabilities of the parties to this Letter of Offer under or arising out of this Letter of Offer together with
the Annexures and Schedule. The service of any writ or summons or any legal process in respect of any such action or proceeding may be
effected on the Borrower by forwarding a copy of the writ or summons or statement of claim or other legal process by prepaid registered
post to the address of the Borrower at the registered office or to the usual or the last known address or place of business of the Borrower. |
| 17.3 | Where the introduction, imposition or variation of any law,
order, regulation or official directive or if applicable, terms and conditions of the BNM Funded Schemes, CGC Guaranteed Scheme and/or
any other schemes or any change in the interpretation or application thereof by any competent authority makes it apparent to the Bank
that it is unlawful or impractical without breaching such law, order, regulation or official directive for the Bank to maintain, fund
or give effect to its obligations under the Banking Facility, the Bank shall promptly inform the Customer of the relevant circumstances
whereupon: (a) any outstanding obligations of the Bank shall immediately be terminated and cancelled; and (b) the Borrower shall be obliged
to immediately upon demand refund to the Bank all monies released (if any) together with any other monies covenanted to be paid by the
Borrower under and in relation to the Letter of Offer and the Security Documents. |
This Letter of Offer shall be binding upon the heirs, estate personal,
representatives and successors in title of the Borrower and on the successors in title and assigns of the Bank. The Borrower shall not
assign any of its rights or obligations under this Letter of Offer. The Bank may assign the whole or any part of its rights or obligations
under this Letter of Offer by notice in writing to the Borrower.
Time shall be of the essence of this Letter of Offer but no failure
or delay on the part of the Bank in exercising nor any omission to exercise any right, power, privilege or remedy accruing to the Bank
under this Letter of Offer shall impair any such right, power, privilege, or remedy or be construed as a waiver thereof or an acquiescence
in such default, nor shall any action by the Bank in respect of any default or any acquiescence in any such default, affect or impair
any right, power, privilege or remedy of the Bank in respect of any other or subsequent default.
| 20.1 | The Bank may, unless it is to the detriment of the Borrower
at any time transfer or assign all or any part of its rights, benefits and obligations under this Letter of Offer and/or any of the other
Security Documents to any other person(s) by notice to the Borrower. The Bank may disclose to such potential assignee such information
about the Borrower and its financial condition as shall have been made available to banks generally. |
| 20.2 | All
costs and expenses of the Bank and of the transferee of and incidental to such transfer shall
be payable by the Borrower and any statement or recital in the documents of transfer of the
amount then due or owing to the Bank under and by virtue of this Letter of Offer shall be
binding for all purposes on the Borrower. |
| 21.1 | If
the Borrower shall execute or create any further or subsequent charge mortgage or encumbrance
over the Property or any part or parts of the Property in favour of any other corporation
person or persons of which the Bank shall receive notice either actual or constructive, the
Bank may on receiving such notice immediately open a new or separate account with the Borrower
in its books. |
| 21.2 | If
the Bank does not in fact open such new or separate account the Bank shall nevertheless be
deemed to have done so at the time when the Bank received or was deemed to have received
such notice (“lime of notice”). |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
From
and after the time of notice all payments in account made by the Borrower to the Bank shall (despite any
legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of the new or separate
account so opened or deemed to have been opened as aforesaid and shall not go in reduction of the amount due or owing by the Borrower
to the Bank at the time of notice.
| 21.3 | PROVIDED
ALWAYS that nothing in this Clause contained shall affect the security which the Bank otherwise
would have had under the Letter of Offer for the payment of the monies, costs, charges and
expenses referred to in this Letter of Offer, despite that the same may become due or owing
or be incurred after the time of notice. |
| 22. | RIGHT
OF BANK TO RECALL OR VARY |
Despite
any provisions contained in the Letters of Offer, the Bank shall be entitled at its discretion:
| a) | by
giving prior written notice to the Borrower, terminate the Banking Facility or any of the
Banking Facility (irrespective whether or not any Event of Default has occurred) and recall
all or any advances and demand the discharge by the Borrower of the Indebtedness; or of the
Indebtedness; or |
| b) | by
giving twenty one (21) calendar days’ prior written notice with reason(s) to the Borrower,
to vary or amend any of the Banking Facility and/or the terms applicable to the Banking Facility
in such manner and upon such terms and conditions as the Bank may determine and notify from
time to lime. Unless the Borrower notifies the Bank otherwise in writing, such variation
or amendment shall be deemed lo become effective and shall be read and construed as if such
variation or amendment had been incorporated in and formed part of the terms in this Leiter
of Offer. |
| 23. | CERTIFICATE
OF INDEBTEDNESS |
It
is agreed that any admission or acknowledgment in writing by the Borrower, or by any person authorised on its behalf or a judgment (by
default or otherwise obtained against it) or a certificate or a statement of account in writing showing the Indebtedness of the Borrower,
which is duly certified by an authorised officer of the Bank shall, save for any obvious error, be binding and conclusive evidence against
the Borrower for whatever purpose including as being conclusive evidence of the Indebtedness in a court of law.
| 24. | ALL
PAYMENTS RECEIVED TO BE PAYMENT IN GROSS |
| 24.1 | All
monies received by the Bank from any person or estate capable of being applied in reduction
of the lndebtedess shall be regarded for all purposes as payments in gross. |
| 24.2 | If
a bankruptcy order shall be made against any person liable to the Bank or any order be made.
the Bank may prove for the whole of the monies then owing and no money received under such
proof shall be considered as having been received and the full amount owing shall be payable
until the Bank has received from all sources one hundred sen in the Ringgit. |
| 24.3 | If
the amount ultimately received by the Bank exceeds the amount of the ultimate balance owing
to the Bank the excess only over such ultimate balance shall be repaid to the person or party
on whose account the same shall have been received by the Bank, |
| 25. | APPROPRIATION
OF PAYMENT |
Despite
any other provisions contained in this Letter of Offer the Borrower irrevocably disables itself when making payments to the Bank from
appropriating such payments towards the discharge of any specific monies or liabilities due or incurred by the Borrower to the Bank and
further waives the effect of the provision of Section 60 of the Contracts Act, 1950 (Application of payment where debt to be dlscharped
Is Indicated) or any amendment or re-enactments thereof and unreservedly gives the right of appropriation of all payments made by the
Borrower at all times to the Bank.
| 26. | INDEPENDENT
PAYMENT OBLIGATIONS |
| 26.1 | It is expressly agreed and declared by the
Borrower that each of its obligations to pay or to repay under any of the provisions of this Letter of Offer, constitutes separate
and independent obligations. |
| |
26.2 |
Such obligations shall give rise to separate
and independent causes of action, shall apply irrespective of any waiver or indulgence granted by the Bank in respect of any other
obligation. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 26.3 | Such
obligations shall remain in full force and effect despite any judgment, order, claim or proof
for a liquidated amount in respect of some other obligation and may be relied upon and enforced
by the Bank independently of or simultaneously with or without having to commence any other
action under such obligations or having first exhausted any remedy. |
| 27. | DISTRIBUTION
OF PROCEEDS FOR THE FACILITY UNDER THE GUARANTEED SCHEME |
After
the Letter of Offer and Security Documents becomes enforceable by the Bank, all moneys and other property held or received by the Bank
under any of the Security Documents and the proceeds of any realisation of such of the undertaking, property, assets, revenues and rights
of the Borrower and/or the Security Document mortgaged, charged or assigned by or pursuant to any of the Security Documents shall (subject
to the payment of debts which by law have priority) be applied:
| (a) | first,
in payment of any costs, charges, fees, expenses and liabilities incurred by the Bank and
every receiver, attorney, agent, delegate or other person appointed by the Bank under any
of the Security Documents or the letter of Offer in the execution or purported execution
of any of the Security Documents or in the performance of any duties or the exercise of any
powers vested in it or him; |
| (i) | where
GOM Guarantee and or CGC Guarantee has been called and GOM and/or CGC has paid to the Bank
the guaranteed payment, in or towards payment to GOM and/or CGC and the Bank in the sum proportionate
to their respective exposure under the Banking Facility; |
| (ii) | where
the GOM Guarantee and or CGC Guarantee has yet to be called by the Bank or where GOM Guarantee
and/or CGC Guarantee has been called, but guaranteed payment yet to be paid to the Bank; |
| (1) | in
or towards payment of the liabilities of the Borrower in respect of the Indebtedness (other
than the principal and any profit thereon), as the case may be, due to the Bank; |
| (2) | in
or towards payment of all profits of the Letter of Offer (if any) which has accrued on the
Indebtedness to the date of such application then due to the Bank; |
| (3) | in
or towards payment of the principal fn the Indebtedness then due to the Bank; |
| (4) | in
or towards payment of compensation on the Banking Facility of the Letter of Offer which has
accrued on the Indebtedness to the date of such application then due to the Bank and the
surplus (if any) after the payment in full of all liabilities of the Borrower under the Letter
of Offer and the Security Documents shall be paid to or to the order of the Borrower or such
other person for the time being entitled thereto. |
PROVIDED
THAT in the event that the proceeds realised by the Bank from the enforcement of the letter of Offer and the Security Documents are insufficient
or appears to be insufficient to settle in full the Indebtedness due from the Borrower to the Bank it is hereby agreed that, notwithstanding
the provisions of (a) to (b) above, the Bank may at its discretion apply such proceeds in whatever manner as it deems fit.
Where
the Banking Facilities are granted pursuant to the Guaranteed Scheme offered by the Guaranteeing Authorities and subsequently the Guaranteeing
Authorities exercise their right of subrogation, the Borrower hereby irrevocably agrees and acknowledges that all the Bank’s rights
or claims against the Borrower and which are available under the Letter of Offer or any of the Security Documents is assigned to and
will be subrogaled to the Guaranteeing Authorities upon the Guaranteeing Authorities making the payment under the Guaranteed Scheme.
| 29. | CONDITION
OF DISCHARGE OR RELEASE OF BORROWER |
Any
settlement or discharge between the Bank and the Borrower shall be conditional upon no security or payment to the Bank by the Borrower
or any Security Party or any other person being invalidated for any reason whatsoever or being avoided or refused or set aside by virtue
of any provision or enactment or laws relating to bankruptcy insolvency or liquidation for the time being or from time to time in force
or by virtue of any obligation to give effect to any preference or priority. The Bank shall be entitled to recover the value or amount
of any such security or payment from the Borrower subsequently as if such settlement or discharge had not occurred.
| 30.1 | Subject
to Clause 17 of Annexure I and Clause 28 or Annexure III upon payment or repayment to the
Bank of the Indebtedness and all other monies payable by
the Borrower, the Borrower shall be entitled to obtain the discharge and release of the Property
from the Bank at the cost and expense of the Borrower. |
CREST LO Ref. No.: 21004434/CA/23/05/LO001
Borrower Name: SAGTEC GROUP SDN BHD
| 30.2 | The
Bank may in the circumstances stipulate that such discharge and release be prepared by the
Bank’s panel of solicitors and be in such form as the Bank may consider appropriate. |
Any
term, condition, stipulation, provision, covenant or undertaking contained in this Letter of Offer which is illegal, prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, prohibition or
unenforceability without invalidating the remaining provisions of this Letter of Offer and any such illegality, prohibition or
unenforceability in any jurisdiction shall not invalidate or render illegal, void or unenforceable any such term, condition,
stipulation, provision, covenant or undertaking in any other jurisdiction.
The
rights remedies powers and privileges provided in this Letter of Offer are cumulative and are not exclusive of any rights remedies
powers and privileges provided by law. Upon default or breach by the Borrower of any term, covenant, stipulation and/or undertaking
provided in this Letter of Offer and on the part of the Borrower to be observed and performed, the Bank shall have the right to
exercise all or any of the remedies available whether by this Letter of Offer or by statute or otherwise and shall be entitled to
exercise such remedies concurrently, including pursuing all remedies of sale or possession and civil suit to recover all moneys due
and owing to the Bank.
The
Borrower irrevocably agrees that the Bank shall be entitled, from time to time to set off any sum of any kind or nature whatsoever outstanding
from or owing or payable by the Borrower to the Bank under or pursuant to or in connection with the Banking Facility or the Letter of
Offer or any other Security Documents to which the Borrower is a party (or any of them) against the Bank’s liabilities to the Borrower
in respect of any credit balance in any account of the Borrower with the Bank and any deposit of any sums of monies whatsoever by the
Borrower with the Bank (notwithstanding that such deposit has not or shall not have matured) and any other sums of monies held by the
Bank to the order of the Borrower. For purpose of such set-off, the Bank shall be entitled (and is hereby irrevocably authorised by the
Borrower) in respect of any sums of monies which are deposited by the Borrower with the Bank and held in fixed deposit, to uplift such
fixed deposit and in respect of any sums of monies standing to the credit of the Borrower with the Bank which are denominated in currency
other than Ringgit Malaysia, to convert such monies to Ringgit Malaysia at the Bank’s own rate of exchange then prevailing or at
such rate of exchange then available to the Bank.
| 34. | BANK’S
DISHONOURED CHEQUE TRACKING SYSTEM |
The
Bank reserves the right to close the Borrower’s current account with the Bank immediately upon the Borrower’s current account
being blacklisted by the Bank’s dishonoured cheque tracking system. The Bank shall also be entitled to exercise its rights contained
in Clause 8 of Appendix I and Clause 6 of Annexure III and to recall the Banking Facility in the event any of the Borrower’s account
is blacklisted.
The
Bank shall not be liable for any failure in performing any of its obligations or any claim in respect of any loss, damage or injury to
earnings, profit, goodwill or business caused directly or indirectly or other fault if such failure, loss, damage or other fault is caused
by circumstances beyond the reasonable control of the Bank including any fire, earthquake, flood, epidemic, accident, explosion, casually,
lockout, riot, civil disturbance, act of public enemy, natural catastrophe, embargo, war or act of God.
| 36. | UPSTAMPING
OF THIS AGREEMENT |
In
the event that the Indebtedness (including all accrued and capitalised interest) due or owing to the Bank shall at any time exceed the
principal limit for which this Leller of Offer is for the time being stamped, the Bank shall be at liberty at any time to the Borrower
to upstamp this Letter of Offer for lhe excess amount.
It
is agreed and declared that this Letter of Offer and the Security Documents and all the other agreements in relation are instruments
employed in one transaction to secure the Banking Facility granted by the Bank at any time or from time to time up to the principal
sum of aggregate or the principal sums stated in the Letters of Offer together with all interest and other monies payable thereon within
the meaning of Section 4(3) of the Stamp Act. 1949 and for the purpose of the said Section, this Letter of Offer shall be deemed the
principal instrument and all other Security Documents shall be deemed subsidiary instruments.
xxxxxxxxx
END OF ANNEXURE xxxxxxxxxx
| | Customer Copy |
 |
RHB ISLAMIC BANK BERHAD
(Registration No: 200501003283 (680329-V))
1 & 2, Jalan Tanjung SD 13/1,
52200 Bandar Sri Damansara,
Selangor. |
RHB ISLAMIC BANK BERHAD
(Registration No: 200501003283 (680329-V))
Private and Confidential
Ref No: 21004434/CA/21/03/LO001
Date:
29-OCT-2021
SAGTEC GROUP SDN BHD (1283508P)
10-2, JALAN TANJUNG
SD 13/2,
BANDAR SRI DAMANSARA,
52200 KUALA LUMPUR,
WP KUALA LUMPUR.
Dear Sir,
| RE: |
BANKING FACILITY GRANTED TO SAGTEC GROUP SDN BHD (“CUSTOMER”) |
We, RHB ISLAMIC BANK
BERHAD (“the Bank”) are pleased to inform you that the Bank has agreed to offer you the Banking Facility as stated below
under Government of Malaysia (GOM) Working Capital Guarantee Scheme (“WCG5”) and subject to the following terms and
conditions:-
| Banking Facility |
Existing
(RM) |
Additional/Reduction
(RM) |
Total
(RM) |
| Commodity Murabahah Overdraft-i |
0.00 |
250,000.00 |
250,000.00 |
| Commodity Murabahah Term Financing - i |
0.00 |
250,000.00 |
250,000.00 |
| TOTAL |
0.00 |
500,000.00 |
500,000.00 |
In this Letter
of Offer, the expression “Banking Facility” shall refer to the banking facility set out above, and if there is more than one
banking facility set out above, the expression “Banking Facility” shall refer collectively to all and individually to each of
the respective banking facilities set out above).
The Banking Facility
shall be used for the purpose(s) as set out below** and if you require to use the Banking Facility or any part of the Banking Facility
for any other purpose, you shall have to first obtain the Bank’s prior written consent which may or may not be granted at the Bank’s discretion,
and if granted may be subject to such conditions as the Bank may impose by giving twenty one (21) calendar days’ prior written notice
with reason(s) to you:
| Banking Facility |
Purpose Description |
| Commodity Murabahah Overdraft-i |
To finance working capital requirement under Syarikat Jaminan Pembiayaan Perniagaan (SJPP) WCG5. |
| Commodity Murabahah Term Financing - i |
To finance short term working capital requirement under Syarikat Jaminan Pembiayaan Perniagaan (SJPP) WCG5. |
Together We Progress
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| a) | The Banking Facility shall be made available to you for utilisation
or disbursement when all the conditions for disbursement as stated in this Letter of Offer are fulfilled and satisfied. |
CMOD-i
Full Disbursement
First
utilisation or disbursement of the Banking Facility is to be made within the 6 months from Syarikat Jaminan Pembiayaan Perniagaan’s
(“SJPP”) approval date (“Availability Period”) failing which the Bank is entitled to cancel the Banking Facility with
prior written notice.
CMTF-i
Full Disbursement
Any portion of the
Banking Facility which is not disbursed or utilised upon expiry of the period of 6 months from Syarikat Jaminan Pembiayaan Perniagaan’s
(“SJPP’) approval date (‘Availability Period”) may be cancelled by the Bank with prior written notice.
| b) | Subject to the above, the Bank may exercise its discretion to extend the Availability Period for the unutilised
or undisbursed portion on the expiry of the Availability Period. |
| c) | Despite any provisions to the contrary, the granting / continued granting / extension of the
Banking Facility to you are at all times subject to availability of funds. |
| d) | Upon any cancellation or termination of the Banking Facility after execution of Commodity Murabahah
via Tawarruq Transactions, any undisbursed or unutilised principal portion of the Banking Facility shall be treated as prepayment of
the Deferred Sale Price. The profit portion for the undisbursed principal shall form part of Remaining Unearned Profit which is
subject to Rebate/ lbra’ Clause in the Annexure. |
| 4. | BANKING FACILITY PERIOD |
| 4.1 | The Banking Facility is subject to periodic review at the
discretion of the Bank. Despite such periodic review, the Banking Facility shall be payable on demand by the Bank in writing. |
| Banking Facility |
Tenure |
| Commodity Murabahah Overdraft-i |
The Commodity Murabahah via Tawarruq Transactions shall be conducted on every five (5) years cycle to avail the utilisation of the line to you. |
| Commodity
Murabahah Term Financing - i |
84 Month(s) Date Of First Disbursement. |
| 5. | FEE
(S) / COMMISSIONS / PROFITS/FLOOR RATE |
| 5.1 | The following profit, commission, and other charges may be
payable in relation to the following Banking Facility:- |
| Banking Facility |
Commission/Fees/Profit Rate as may be applicable |
| Commodity Murabahah Overdraft-i |
Murabahah Profit: |
| |
(a) The
Murabahah Profit which forms part of the Deferred Sale Price shall be an amount equivalent to 12% per annum on the full Commodity
Purchase Price applicable for the entire duration of the Murabahah Period (“Contracted Profit Rate”) based on
straight line method. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| |
(b) For
purposes of granting rebate (lbra’) on the Murabahah Profit pursuant to Rebate / lbra’
Clause of this Letter of Offer, the profit rate used for the computation of the profit payable
throughout the Murabahah Period shall be Three per centum (3.00%) per annum above BFR calculated
on the outstanding Commodity Purchase Price applicable for the entire duration of the Murabahah
Period (“Effective Profit Rate”).
Currently,
the BFR is at 5.45%.
In the event there is movement in the Bank’s BFR the Effective Profit Rate shall be
adjusted accordingly to reflect such variations provided it shall not exceed the Contracted
Profit Rate at all times. |
| Commodity
Murabahah Term Financing -i |
Murabahah Profit:
(a) The
Murabahah Profit which forms part of the Deferred Sale Price shall be an amount equivalent to 12% per annum on the full Commodity
Purchase Price applicable for the entire duration of the Murabahah Period (“Contracted Profit Rate”) based on
reducing balance method.
(b) For
purposes of granting rebate (!bra’) on the Murabahah Profit pursuant to Rebate/ lbra’
Clause of this Letter of Offer, the profit rate used for the computation of the profit payable
throughout the Murabahah Period shall be Three per centum (3.00%) per annum above BFR calculated
on the outstanding Commodity Purchase Price applicable for the entire duration of the Murabahah
Period (“Effective Profit Rate”).
Currently,
the BFR is at 5.45%. In the event there is movement in the Bank’s BFR the Effective
Profit Rate shall be adjusted accordingly to reflect such variations provided it shall not
exceed the Contracted Profit Rate at all times. |
| 5.2 | Whenever any service and/or supply made
under this Letter of Offer including any fee, price, value, and/or revenue is a taxable supply
to which Taxes would apply, then the Bank reserves the right to levy ST and/or any taxes that
may be imposed at any time and from time to time at the prescribed rate and the recipient
of the service agrees to pay the amount of ST. |
| 5.3 | Where applicable, the Customer shall pay the Bank a Floor Rate of 1% per annum as stated in Rebate
(Ibra’) Clause or such other rate permitted by BNM as the Bank may at its discretion stipulate in writing from time to
time:- |
| (a) | on the portion of the CMOD-i as shall be unutilised by the Customer up to the aggregate approved
limit at any time and from time to time, commencing from the date when the Banking Facility is made available to the Customer for
utilisation; |
| (b) | on the unutilised amount of the CMTF-i commencing two (2)
months from the date of acceptance by the Customer of this Letter of Offer or upon completion of legal documentation, whichever is the
earlier; |
and the Bank shall be entitled to
debit the Floor Rate into the Customer’s current or CMOD-i or any other account at the end of each month.
| 5.4 | Profit and commission at the aforesaid rate(s) or as otherwise determined and notified by the Bank
in writing (“the Prescribed Rate”) which expression shall refer to the respective profit and commission and Floor
Rate chargeable on the respective facilities comprised under the Banking Facility) and such other charges or rental as may be
applicable and payable, shall be payable by you both before and after any judgment obtained against you or demand made against
you. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 6. | MANNER OF PAYMENT OF THE BANKING FACILITY |
Despite any provisions to the contrary,
the Banking Facility shall be payable on demand by the Bank in writing.
Commodity Murabahah Term
Financing - i
You shall
upon the expiry of the Murabahah Period, pay the entire outstanding sum under the Banking Facility.
Until the expiry of the Murabahah Period or until a demand for payment is made the Bank in writing, the Deferred Sale Price shall be
payable via 84 monthly installment of RM 3,952.84 each, the first of such instalment to commence as
follows:-
| i | On the 5th day
of the 3rd month from the month of disbursement of the CMTF-i and the next and
subsequent payments shall be paid on or before the 5th day of each succeeding
month or such other date as may be specified by the Bank in writing from time to time thereafter
until full settlement of the Deferred Sale Price and all monies outstanding under the CMTF-i,
if the first disbursement is made within the First Disbursement Period (as defined in this
Letter of Offer) in the month of disbursement. |
| ii | On the 5th day
of the 2nd month from the month of disbursement of the CMTF-i and the next and
subsequent payments shall be paid on or before the 5th day of eaeh succeeding
month or such other date as may be specified by the Bank in writing from time to time thereafter
until full settlement of the Deferred Sale Price and all monies outstanding under the CMTF-i,
if the first disbursement is made within the Second Disbursement Period (as defined in this
Letter of Offer) in the month of disbursement. |
For the purpose of this clause:-
“First Disbursement Period”
refers to the period from 20th of the month until 5th of the following month
“Second Disbursement Period” refers to
the other days of the month of disbursement excluding the First Disbursement Period.
CMOD-i
You shall upon the
expiry of the Murabahah Period of the Banking Facility, pay the entire outstanding sum of the Banking Facility. Until the expiry of the
Murabahah Period of the Banking Facility or until a demand for payment is made by the Bank in writing, the Commodity Purchase Price shall
be paid on the expiry of the Murabahah Period. Payment of Murabahah Profit shall commence on the 5th day of the following
month in which the Commodity Purchase takes place and the next and subsequent Murabahah Profit payments shall be paid on the 5th
day of each succeeding month until the Deferred Sale Price and all monies due to the Bank under the Banking Facility have been
fully paid.
| 7.1 | The Banking Facility profit, commissions and / or
other charges and expenses payable on the Banking Facility or in connection with the Banking Facility are to be secured against:- |
| 7.1.1 | Letter of Offer of RM500,000.00 to be stamped as principal
instrument. |
| 7.1.2 | Personal Guarantee for
RM500,000.00 of the following: (1) NG CHEN LOK (NRIC NO: 870203-06-5701). |
| 7.1.3 | As New, 70% Guarantee cover by the Government of Malaysia
Syarikat Jaminan Pembiayaan Perniagaan berhad (SJPP) under the working capital guarantee scheme 5 (WCG5) for RM350,000.00. |
| 7.1.4 | Against a pledge of 1st/3rd party Commodity Murabahah Deposit-i
(CMD-i) of RM100,000.00 to be pledged on lien with Letter of Set Off to be executed and stamped. Profits earned on CMD-i to be capitalized
to principal and lien value increased accordingly. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 7.2 | If required by the Bank in writing, you shall provide further security to secure any or all of the
Banking Facility and you shall at any time if and when required by the Bank in writing execute or cause to be executed in the
Bank’s favour or as the Bank shall direct, such legal documentation as the Bank shall require of and on your rights, title and
assets belonging to or which shall be acquired or belong to you, at your costs and to contain all such terms and conditions as the
Bank may reasonably require. |
| 8.1 | In addition to the Conditions Precedent for disbursement
as stipulated in the General Terms and Conditions annexed to this Letter of Offer, you shall fulfil the following conditions precedent
before you are allowed disbursement of the Banking Facility:- |
| 1. | a) A Business Level Term Takaful (BLTT)/ Business Reducing Term Takaful (BRTT) / Personal Smart
Shield Plus (PSSP), Bank’s Panel of Takaful/lnsurance providers for the sum insured not less than RM500,000 to cover over the
life of the sole director or sole guarantor for a period of 7 years with the Bank’s appointed insurer with Takaful/lnsurance
Provider endorsed as assignee/mortgagee. b) In the event that the Business Level Term Takaful (BLTT) / Business Reducing Term
Takaful (BRTT) / Personal Smart Shield Plus (PSSP) Bank’s Panel of Takaful/ Insurance providers, premium has not been fully
settled at the point of disbursement, the Bank reserves the right to debit your account with the Bank for payment/ Takaful
contribution can be deducted upfront from the facility amount of such BLTT/BRTT/PSSP premium upon disbursement. |
| 2. | Opening of Islamic Current Account with RHB Banking Group. |
| 3. | A Standing Instruction (SI)is to be executed for the direct debiting of your current account for the
monthly CMTF-i payment, the Bank shall have the right to automatically debit your current account for all payments due and payable
under your Banking Facilities, which remain outstanding on their due date of payment. |
| 4. | Receipt of the Bank’s Letter of Offer duly accepted with the
director’s resolution. |
| 5. | Receipt of GOM’s Letter of Guarantee under the WCG5 for RM350,000-00. |
| 6. | You are to put up a visible company’s signage on business
premise prior to disbursement. |
| 8.2 | Disbursements of the Banking Facility are based on satisfactory
documentary evidence acceptable to the Bank. |
| a) | y you shall fail to
comply with any of the Conditions Precedent referred to in Clause 8.1 above; and/or in
the General Terms and Conditions annexed to this Letter of Offer, and/or |
| b) | there has been a material adverse change in your conditions, financial or otherwise after the date of this Letter of Offer; |
you will
not be entitled to utilise the Banking Facility and the Bank shall be entitled to cancel, terminate, and suspend the utilisation of
the Banking Facility or any part of the Banking Facility granted with prior written notice to you and you shall be liable to
reimburse and/ or indemnify the Bank for all costs and expenses (including legal costs and expenses) incurred by the Bank in
connection with the approval and/ or granting of the Banking Facility to you.
| 9. | OTHER TERMS AND CONDITIONS |
| 1. | The Banking Facility is to be disbursed within a period of six (6) months from the date of receipt by
the Bank of GOM’s approval on the guarantee. If the facilities cannot be disbursed within 6 months from SJPP’s approval, extension of
Availability Period (AP) must be submitted 1 month prior to its expiry, |
| 2. | One point zero per centum (1.00%) per annum for the issuance of the GOM Guarantee is absorbed by the Bank. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 3. | Upon expiry of the tenure or termination of the WCGS, the
profit rate charged will be converted to profit rate as may be determined by the Bank which shall apply throughout the entire tenure
of the Banking Facility and the Bank reserves the right to vary the terms and conditions of the Banking Facility granted. |
| 4. | The Bank shall have the right to automatically debit your
account held with the RHB Banking Group for all payments due and payable under your Banking Facility which remains outstanding on their
due date of payment. |
| 5. | The WCG5 is for seven (7) years effective from the date of
the issuance of the Letter of Guarantee from Government of Malaysia and shall not exceed 31/12/2035. |
| 6. | You are to notify the Bank immediately in writing of any change
of your directors or partners (as the case may be) and/or any change in the major shareholdings in your company and the bank reserves
the right to recall the Banking Facilities if there is any such change. |
| 7. | The Banking facility extended to you are subject to terms
and conditions of the WCG5 and the WCG5 is subject to change at any time at GOM’s sole and absolute discretion. |
| 8. | We reserve the right to debit your account with us for all cost, expenses and charges and whenever
any service and/or supply made under this Letter of Offer inclusive but not limited to any fee, price, value, and/or revenue is a
taxable supply to which the Services Tax (“ST”) and/ or any applicable taxes that may be imposed by the relevant
authorities at any time and from time to time throughout the subsistence of the Banking Facility would apply, then the Bank reserves
the right to levy ST and/ or any taxes that may be imposed at any time and from time to time at the prescribed rate pertaining to
your Banking Facility. |
| 9. | The Bank reserves the right to uplift the CMD-i pledged to
the Bank to settle any sum due and payable including profit if the Banking Facility is not serviced promptly. The Bank reserves the right
to renew the CMD-i on your behalf for a further period of not less than twelve (12) months during the duration of the Banking Facility. |
| 10. | You shall also be liable to pay the Bank, a cancellation fee of Ringgit Malaysia One Hundred
(RM100.00) only which is payable to GOM in the following circumstances:- i. for cancellation of a request of a GOM’s Guarantee
by you; and ii. for failure to disburse the Banking Facility after a period of six(6) months from the date of receipt by the Bank of
GOM’s approval on the guarantee and consequently cancellation of the guarantee approval. |
| 11. | In the event of any change in circumstances resulting in you
becoming no longer eligible under the WGC5, the Bank may at its discretion or upon instruction by GOM terminate the Banking Facility
under the WCG5, vary the prevailing terms and conditions (including the profit rate), and/or impose such additional conditions as the
Bank may deem necessary appropriate at its absolute discretion. |
| 12. | In the event you wish to continue on with the Banking Facility
after the expiry period or termination of the WCG5, the Bank reserves the discretion to vary the terms and conditions of the Banking
Facility granted. |
| 13. | You authorize and consent to the Bank to obtain any credit
information from any registered Credit Reporting Agencies as defined under the Credit Reporting Agencies Act 2010 (“CRA”) and
for the CRA to provide the said information to the Bank without further notice to you for purposes related to the Banking Facility. |
| 14. | For avoidance of doubt, all professional fees, taxes (including
but not limited to Services Tax (ST) and/ or any applicable taxes that may be imposed by the relevant authorities at any time and from
time to time throughout the subsistence of the Banking Facility and out-of-pocket expenses incurred and any other fees, expenses or recourse
in respect of the Facility shall be borne by you. |
| 15. | GOM and/or any of it’s appointed representative will subrogate
all rights of the Financial Institution against you in respect of the amount paid by GOM in accordance to the WCG5 scheme. |
| 16. | If any of the provision of this letter becomes invalid, illegal
or unenforceable in respect of any law, the validity, legality or enforceability of the remaining provisions shall not in any way be
affected or impaired. |
| 17. | Granting of additional financing is subject to SJPP consent. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 10. | INFORMATION
DISCLOSURE |
The Customer consents to and authorises the RHB Banking Group (which
shall include its holding company, its subsidiaries and associated companies), its respective directors, officers, employees and agents
to process, disclose, retain, share and/or verify information or documents pertaining to the Customer’s affairs, account(s), facility(ies),
directors and/or substantial shareholders to and/or with the following parties:
| (a) | any companies within the RHB Banking Group, whether within
or outside Malaysia for the following purposes: |
| (i) | cross-selling, marketing
and promotions of products and/or services of the RHB Banking Group (except where the Customer
has chosen not to allow the Bank to make any disclosure under this Clause 10(a)(i)); |
| (ii) | conducting conflict checks on any conflict of interest situations
whether actual or potential, pursuant to the appointment of RHB Investment Bank Berhad, if applicable; and |
| (iii) | having access to the Customer’s information and/or documents
in relation to its securities and/or depository accounts maintained with RHB Investment Bank Berhad and/or the relevant central and/or
authorised depositories, if applicable; |
| (b) | the Credit Guarantee Corporation (“CGC”), Syarikat Jaminan Pembiayaan
Perniagaan (“SJPP”), Bank Negara Malaysia, Central Credit Bureau, Cagamas Sdn Bhd and such other authorities/regulators/parties
as may be authorised by law or regulations to obtain such information or by court of law; |
| (c) | any party(ies) providing security for purposes of facility(les)
granted to the Customer, agents of the RHB Banking Group, including vendors, merchants and/or third party service providers in connection
with any products and/or services being provided by the RHB Banking Group; |
| (d) | auditors, legal counsels and/or other professional advisers
in relation to the provision of services by the RHB Banking Group pursuant to this Letter of Offer, or in connection with the preparation
of any facility or security documents, if applicable, or any action or proceeding for the recovery of monies due and payable by the Customer,
wherever applicable; |
| (e) | credit bureaus and/or credit reporting agencies, fraud prevention
agencies, debt collection agencies and industry/financial related associations; and |
| (f) | any potential assignee or other person proposing to enter
into any contractual arrangement which requires the disclosure of such information. |
| 11. | AMENDMENT
AND/OR ADDITIONAL TERMS AND CONDITIONS |
| 11.1 | Subject to the Shariah principles, the Bank may, with twenty
one (21) calendar days’ prior written notice with reason(s), at your request or at the Bank’s discretion, grant additional Banking Facility
to you and/or convert and/or vary and/or substitute and/or revise all or any of the Banking Facility granted into another banking facility
or facilities. In any such event, the security liability and/or obligations created pursuant to and by this Letter of Offer shall continue
to be valid and binding for all purposes up to the limit of the total Banking Facility advanced to you despite such addition and/or change
but subject to such variation as the Bank may notify you in writing and/or implied by law or trade usage governing or applicable to the
aforesaid addition and/or changes. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 11.2 | Unless specified otherwise, the terms of this Letter of Offer
may, at any time and from time to time, be amended or varied by the Bank at its discretion by giving twenty one (21) calendar days’ prior
written notice with reason(s) to you. Unless you notify the Bank in writing during the notice period that you disagree with the amendment
and/or variation, such amendments and/or variations shall be deemed to become effective and the relevant provisions of this Letter of
Offer shall be deemed to have been amended and/or varied accordingly and shall be read and construed as if such amendments and/or variations
had been incorporated in and had formed part of this instrument at the time of execution of this Letter of Offer. |
| 12. | BNM LINK (“BNMLINK”)
AND OMBUDSMAN FOR FINANCIAL SERVICES (“OFS”) (formerly known as Financial Mediation
Bureau) |
If you are not satisfied with the outcome of the investigation or of
the complaint, you may appeal against such outcome by referring such complaint to BNM or the OFS.
For enquiry, please call:
BNMLINK or TELELINK: 1-300-88-5465
OFS: 03-2272 2811
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
The terms and conditions set out in the Annexure(s) to this Letter
of Offer form an integral part of this Letter of Offer and in the event of any conflict or discrepancy between the terms and conditions
in this Letter of Offer and the terms and conditions in the Annexure(s), the terms and conditions in this Letter of Offer shall prevail.
Kindly signify your acceptance of the terms and conditions set out
above and in the Annexure(s) to this Letter of Offer by signing and returning to us the duplicate of this letter within fourteen (14)
days from the date of this Letter of Offer failing which the above offer shall lapse.
We thank you for giving us the opportunity to be of service to you.
Yours faithfully,
For and on behalf of RHB ISLAMIC BANK BERHAD
(Registration No: 200501003283 (680329-V))
| /s/ Joanne Lee Jia Li |
|
/s/ Sohn Ng Kian Soon |
| Joanne Lee Jia Li |
|
Sohn Ng Kian Soon |
| Business Development Manager |
|
Head Business Development Manager (PLM) |
| Klang Valley South |
|
Klang Valley South |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| CGC Guarantee |
| means the guarantee in favour of the Bank by CGC pursuant to the Facility
granted under the CGC Guaranteed Scheme and shall form part of the Security Documents; |
| |
| |
| CGC Guaranteed Scheme |
| means any of the financing schemes established by CGC from time to
time and made available by CGC where CGC shall provide guarantee cover for certain Facility in accordance with terms and conditions set
by CGC; |
| |
| |
| Commodity |
| means such Shariah compliant commodities, which exclude ribawi items
in the category of medium of exchange such as currency, gold and silver which is acceptable to the Bank; |
| |
| |
| Commodity Broker |
| means the commodity broker purchasing the Commodity from the Customer
under the Commodity Murabahah via Tawarruq Facilities; |
| |
| |
| Commodity Murabahah via Tawarruq |
| means the Shariah principle which refers to the trading of commodities
which act as underlying assets of a transaction; |
| |
| |
| Commodity Murabahah via Tawarruq Facilities |
| means such Banking Facility as may be made available by the Bank under the Shariah
principle of Commodity Murabahah via Tawarruq as further described in Annexure II; |
| |
| |
| Commodity Murabahah via Tawarruq Transaction |
| means collectively the Commodity Purchase and the Commodity Sale under
the Commodity Murabahah via Tawarruq Facilities; |
| |
| |
| Commodity Murabahah via Tawarruq Transaction Documents |
| means documents set out in the Annexure VII, Annexure VIII to Annexure IX attached
to this Letter of Offer; |
| |
| |
| Commodity Purchase |
| means the transaction between the Bank and the Commodity Supplier under
the Commodity Murabahah via Tawarruq Facilities wherein the Commodity is purchased by the Bank from the Commodity Supplier pursuant to
the Bank’s acceptance of the Commodity Purchase Order; |
| |
| |
| Commodity Purchase Certificate |
| means the certificate evidencing the Commodity Purchase; |
| |
| |
| Commodity Purchase Order |
| means under the Commodity Murabahah via Tawarruq Facilities, a request issued by the
Customer to the Bank to purchase the Commodity substantially in the form set out in Annexure VIII to this Letter
of Offer; |
| |
| |
| Commodity Purchase Price |
| means the purchase price payable by the Bank to the Commodity Supplier
for the Commodity Purchase for each of the respective Banking Facility under the Commodity Murabahah via Tawarruq Facilities; |
| |
| |
| Commodity Sale |
| means the transaction between the Bank and the Customer’s Agent wherein
the Commodity is sold by the Bank to the Customer’s Agent at a Deferred Sale Price payable to the Bank on deferred payment terms and
accepted by the Customer’s Agent as evidenced by the Commodity Sale Certificate to this Agreement for each of the respective facilities
under the Murabahah via Tawarruq Facilities; |
| |
| |
| Commodity Sale Certificate |
| means the certificate evidencing the Commodity Sale; |
| |
| |
| Commodity Supplier |
| means the commodity broker from whom the Bank purchases the Commodity
pursuant to the Customer’s issuance of the Commodity Purchase Order under the Commodity Murabahah via Tawarruq Facilities; |
| |
| |
| Commodity Trading Certificates |
| means the Commodity Purchase Certificate, Commodity Sale Certificate
and Sale Document and “Commodity Trading Certificate” refers to any on one of them as the context permits; |
| |
| |
| Companies Act |
| means the Companies Act 2016 and includes any statutory amendment
or re-enactment thereof; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| Compensation Rate |
|
means the rate or rates used for the purpose of calculation of compensation
payable by the Customer; |
| |
|
|
| Conditions Precedent |
|
means the conditions specified in this Letter of Offer; |
| |
|
|
| Contracted Profit Rate (“CPR”) |
|
means the profit rate as stated in each Letter of Offer issued by the
Bank and accepted by the Customer from time to time used for calculation of the Murabahah Profit to determine the Deferred Sale Price
as applicable to the Commodity Murabahah via Tawarruq Facilities and Sale Price as applicable to the Murabahah Facilities which Prescribed
Rate is based on variable rate respectively, or where applicable for the purpose of availment of the Islamic multi trade facilities made
available under the Shariah principle of the Commodity Murabahah via Tawarruq, and Murabahah Facilities where CPR is the ceiling rate
that will be used in the event the Prescribed Rate exceeds CPR; |
| |
|
|
| Cost Price |
|
means in relation to the TS-i (Purchases), the cost price of the Goods
as evidenced by the relevant invoice, purchase order or delivery order (and/or any other documents deemed appropriate by the Bank) in
respect of the Goods; |
| |
|
|
| Customer’s Agent |
|
unless otherwise expressly stated, unless otherwise expressly stated,
shall mean the Bank acting on behalf of the Customer as its sole and exclusive agent; |
| |
|
|
| Deferred Sale Price |
|
means, where applicable: |
| |
|
|
| |
|
(a) in the case of Commodity Murabahah via Tawarruq Facilities, the
amount payable by the Customer to the Bank which shall comprise of the Commodity Purchase Price and the Murabahah Profit for each of the
respective Banking Facilities: or |
| |
|
|
| |
|
(b) in the case of the TS-i (Purchases), the amount payable by the
Customer to the Bank which shall comprise the Cost Price and the Murabahah Profit on a deferred payment basis; |
| |
|
|
| Effective Profit Rate (“EPR”) |
|
means the: |
| |
|
|
| |
|
(a) profit rate as stated in this Letter of Offer issued by the Bank
and accepted by the Customer from time to time as is or may be applicable to the Banking Facility respectively or |
| |
|
|
| |
|
(b) such other rates as may at any time or
from time to time be prescribed by the Bank at its discretion, by giving twenty one (21) calendar days’ prior written notice
with reason(s), for the computation of actual profit charged to Customer in the event the Bank exercises its discretion to reduce
the Deferred Sale Price and/or Selling Price under the Shariah principle of Ibra’in accordance with this Agreement; |
| |
|
|
| Environmental Matters |
|
means any release, disposal, emission or deposit of pollutants or
environmentally hazardous substances or wastes which can cause; |
| |
|
|
| |
|
(a) (a) pollution into the air, sea or any river or other waters,
the atmosphere or any part of the environment or otherwise cause damage to the environment or any part of it; |
| |
|
|
| |
|
(b) harm to human health or the health of animals or plants; |
| |
|
|
| Events of Default |
|
means the events or state of affairs specified in Clause 6 of this Annexure and “Event
of Default” shall refer to any of them; |
| |
|
|
| Facility Period |
|
means the period for which each Banking Facility shall be available
and valid as set out in this Letter of Offer; |
| |
|
|
| Floor Rate |
|
means the fee to be charged on unutilised or undrawn sum for Commodity
Murabahah Overdraft-i, Commodity Murabahah Revolving Credit-i (with one-time commodity trading) and Commodity Murabahah Term Financing-i
via reduction of rebate Ibra’; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| GOM |
|
means the Government of Malaysia and includes its successors in
title and assigns; |
| |
|
|
| GOM Guarantee |
|
means the guarantee in favour of the Bank made available by the GOM
pursuant to the Facility via SJPP or any agencies of the GOM or any companies designated as GOM “Special Purpose Vehicle (SPV) Company”; |
| |
|
|
| GOM Guaranteed Scheme |
|
means any of the schemes established by GOM from time to time and made
available by GOM through its nominated agencies where GOM provides guarantee cover for certain Facility in accordance with terms and conditions
set by GOM; |
| |
|
|
| Goods |
|
means goods or products and services related to the Customer’s business
which is halal and is in compliance with Shariah principles; |
| |
|
|
| Guaranteeing Authorities |
|
means SJPP, GOM, CGC or any other authorities or bodies providing
guarantee for the Banking Facility or other financial support to the Bank or to the Customer as the case
may be; |
| |
|
|
| Guaranteed Scheme |
|
means the GOM Guaranteed Schemes, the CGC Guaranteed Scheme or any
other type of guaranteed scheme offered by the Guaranteeing Authorities; |
| |
|
|
| Ibra’ |
|
means the rebate as may be given by the Bank to the Customer as it
deems fit in accordance with Shariah principles and the terms herein; |
| |
|
|
| IFSA |
|
means the Islamic Financial Services Act 2013 and includes any statutory
amendment or re-enactment thereof and all rules made hereunder including any amendments as may be made at any time and from time to time; |
| |
|
|
| Istijrar |
|
refers to an agreement between a purchaser and a seller, whereby the seller agrees to sell a
particular product on an ongoing basis whenever there is a demand from the purchaser, at an agreed price and on the basis of an
agreed mode of payment, with the computation of the total sum payable by the purchaser to be finalised at a later time; |
| |
|
|
| Indebtedness |
|
means the amount of the Deferred Sale Price and/or the Bank’s TR-i
Sale Price and/or the Bank’s AB-i Sale Price and/or the Bank’s FCTF-i Sale Price and/or Brokerage Fee (that are outstanding at any particular
time and/or any part thereof) the commissions, and all monies, obligations and liabilities whatsoever which may now or at any time in
the future be due and payable or incurred by the Customer to the Bank arising from the Banking Facility (whether in connection with the
Banking Facility amount, profit margin, commission, fees, costs, expenses or otherwise howsoever); |
| |
|
|
| Kafalah |
|
means a contract where the guarantor conjoins the guaranteed party
in assuming the latter’s specified liability; |
| |
|
|
| Kafalah bil Ujrah |
|
refers to a kafalah contract with imposition of fee by the guarantor
for providing the kafalah service; |
| |
|
|
| Legal Process |
|
means pleadings, all forms of originating processes, interlocutory
applications of whatever nature, affidavits, orders and such documents other than the aforesaid which are required to be given to the
other party hereto, notices, under the Companies Act, the Insolvency Act 1967 and other Malaysian laws; |
| |
|
|
| Letter of Agency |
|
means a letter of agency issued by the Customer to the Bank to appoint
the Bank as agent of the Customer substantially in the form as attached hereto in Annexure VII of this Letter of Offer. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| Letter of Agency for TS-i (Purchases) |
|
means in relation to the TS-i (Purchases) facility, a letter of agency
issued by the Bank to the Customer to appoint the Customer as agent of the Bank substantially in the form as attached hereto in Annexure
XIV; |
| |
|
|
| Letter of Agency for TS-i (Sales) |
|
means in relation to the TS-i (Sales) facility, a letter of agency
issued by the Bank to the Customer to appoint the Customer as agent of the Bank substantially in the form attached in Annexure XV; |
| |
|
|
| Letter of Offer |
|
means any letters of offer and “Letters of Offer” means all
letter(s) of offer (including any supplemental or revised letters of offer) issued by the Bank and accepted by the Customer from time
to time whereby the Bank agrees to grant and the Customer agrees to accept each of the Banking Facility and which expression shall include
all supplemental or revised letter(s) of offer from time to time issued by the Bank to the Customer; |
| |
|
|
| Material Adverse Effect |
|
means in relation to an event or circumstance, the occurrence or effect
of which (in the opinion of the Bank) is or might be likely to have a material effect on: |
| |
|
|
| |
|
(a) the constitution, the financial
condition, business or operations of the Customer or where applicable, its subsidiaries; or |
| |
|
|
| |
|
(b) the Customer’s or any Security Party’s ability to perform its obligations
under any provision of herein and the Security Documents, |
| |
|
|
| |
|
and references to an event or circumstance which “has” or
which “would have” a Material Adverse Effect shall be construed accordingly; |
| |
|
|
| Maturity Date |
|
means the last day of the Murabahah Period; |
| |
|
|
| Maturity Period |
|
means the period/tenure as set out in the Letters of Offer for each
utilisation of the Banking Facility; |
| |
|
|
| Month |
|
means calendar month according to the Gregorian calendar; |
| |
|
|
| Monthly Payment |
|
means the monthly payment set out in the Letters of Offer; |
| |
|
|
| MTL-i Facilities |
|
means all or any one or a combination of the following facilities: |
| |
|
|
| |
|
(a) LC-i; |
| |
|
(b) TR-i; |
| |
|
(c) AB-i {Purchase}; |
| |
|
(d) AB-i {Sales}; |
| |
|
(e) FCTF-i {Purchase}; |
| |
|
(f) FCTF-i {Sales} |
| |
|
(g) SG-i; |
| |
|
(h) BG-i; |
| |
|
(i) SBLC-i; |
| |
|
(j) FTF-i; |
| |
|
(k) TBP-i; |
| |
|
(l) TS-i (Purchases); and |
| |
|
(m) TS-i (Sales) |
| |
|
|
| |
|
or such other Islamic multi trade facilities as is or may be made
offered or made available or continued to be made available by the Bank; |
| |
|
|
| Murabahah |
|
refers to a sale and purchase of an asset where the acquisition cost
and the mark-up are disclosed to the purchaser; |
| |
|
|
| Murabahah Facilities |
|
means such Banking Facility as may be made available by the Bank under
the Shariah principle of Murabahah; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| Murabahah Period |
|
means the period within which the Customer is to make payment of the Deferred Sale Price for each Commodity Sale as stated in the Commodity Purchase Order under the Commodity Murabahah via Tawarruq Facilities; |
| |
|
|
| Murabahah Profit |
|
Means, where applicable; |
| |
|
|
| |
|
(a) in the case of the Commodity
Murabahah via Tawarruq Facilities, the amount as stated in the Bank’s Acceptance and Offer calculated* based on the Prescribed
Rate or Contracted Profit Rate, where applicable, calculated on the full Commodity Purchase Price, applicable for the entire
duration of the Murabahah Period, on the basis of a three hundred and sixty-five (365) ог three hundred and sixty-six (366)
day year, as the case may be (both start and end dates inclusive); and in the case of Murabahah Facilities, the amount calculated
based on the Prescribed Rate or Contracted Profit Rate, where applicable, calculated on the full Cost or Purchase Price, applicable
for the entire duration of the Murabahah Period, on the basis of a three hundred and sixty-five (365) or three hundred and sixty-six
(366) day year, as the case may be (both start and end dates inclusive); |
| |
|
|
| |
|
(b) in the case of TS-i (Purchases), the amount as stated in the Letter of Offer; |
| |
|
|
| |
|
Note: |
| |
|
*calculated based on Reducing Balance Method or Straight Line Method, as the case may be; |
| |
|
|
| Prescribed Rate |
|
means the respective rates of profit margin, commission, fees and/or other bank charges as stated in each Letter of Offer or such other rates as may at any time or from time to time be prescribed by the Bank at its discretion, by giving twenty one (21) calendar days’ prior written notice with reason(s) to the Customer and where applicable or where the context requires include the Compensation Rate; |
| |
|
|
| Property |
|
means any property, asset and undertaking now or in future or from time to time financed, charged, pledged, mortgaged, deposited or assigned to the Bank by the Customer and/or the Security Party to secure the payment of the Indebtedness or any part or parts of the Indebtedness and includes any one or more of them; |
| |
|
|
| Purchaser |
|
means the party to whom the Customer sells the Goods, the sale of which is financed by the Commodity Murabahah via Tawarruq Facilities; |
| |
|
|
| Redraw |
|
mean the redraw of the Facility as referred to in Annexure VI to this Letter of Offer; |
| |
|
|
| Redraw Commodity Transaction Documents |
|
means documents set out in the Annexure X, XI, XII to XIII attached to this Letter of Offer; |
| |
|
|
| Reducing Balance Method |
|
means whereby profit is calculated based on principal
outstanding. Therefore, upon every principal payment received, the profit for the following period will be lower due to the reduced
principal sum; |
| |
|
|
| Representation and Warranties |
|
means each representation and warranty made by the Customer to the Bank as set out in this Letter of Offer, |
| |
|
|
| Sale Documents |
|
means the document in relation to the sale of the Commodity from the Customer’s Agent to the Commodity Broker as evidenced by the Commodity Trading Certificate which signifies the offer by the Customer’s Agent, acceptance by the Commodity Broker whereupon the title and ownership of the Commodity is transferred from the Customer’s Agent to the Commodity Broker. |
| |
|
|
| |
|
The Commodity Broker is responsible for the ownership and all its obligations
and liabilities upon acceptance of the Commodity; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| Sale Price |
|
means the Bank’s TR-i Sale Price and/or the Bank’s AB-i (Puchase) Sale Price and/or the Bank’s FCTF-i (Puchase) Sale Price; |
| |
|
|
| Security Documents |
|
means the Letters of Offer, the Commodity Sale Certificate and such other documents whatsoever (if
any) as may now or in future or at any time be executed or otherwise however existing in favour of the Bank or for the benefit of
the Bank (whether executed or given by the Customer and/or any other third parties) for or on account of or in respect of or in connection
with the Banking Facility (or any part of the Banking Facility) and/or the Letters of Offer and/or all or any of the Customer’s
obligations under or in connection with the Banking Facility (or any part of the Banking Facility) and/or the Letters of Offer, whether
or not any security interest is created and whether such other, additional or further agreements, deeds, letters, guarantees, instruments
and/or documents whatsoever are by way of addition or substitution, and “Security Document” shall be construed
accordingly to secure the payment of the Indebtedness or any part or parts of the Indebtedness; |
| |
|
|
| Security Interest |
|
means any mortgage, charge, pledge, lien, right of set off or any security interest whatsoever or howsoever created or arising; |
| |
|
|
| Security Party |
|
means the Customer and/or any party which provides or which shall in future provide any guarantee or security to secure the payment of the Indebtedness or any part of the Indebtedness and includes any one or more of them; |
| |
|
|
| Services |
|
means services related to the Customer’s business which is halal and is in compliance with Shariah principles; |
| |
|
|
| SJPP |
|
means Syarikat Jaminan Pembiayaan Perniagaan Berhad, (Company No. 851317-W), of Tingkat 12, Bangunan Setia 1, 15 Lorong Dungun, Bukit Damansara, 50490 Kuala Lumpur; |
| |
|
|
| Straight Line Method |
|
means profit is determined by multiplying the daily profit rate by the principal by the number of days that elapse between payments. |
| |
|
|
| |
|
SLM = Principal x Daily Profit Rate x Tenure in days; |
| |
|
|
| ST |
|
means any service tax payable on the supply of service or other things in accordance with the provisions of the Malaysian Service Tax Act 2018, subsidiary legislations, statutory orders and regulations governing the application of ST, as amended from time to time; |
| |
|
|
| Suppliers |
|
means the supplier(s) of Goods and services where applicable, its financier which are approved by the Bank; |
| |
|
|
| Tawarruq |
|
means two (2) sale and purchase contracts wherein the first involves the sale of an asset or commodity by a seller to a purchaser on a deferred basis and subsequently, the purchaser of the first sale will sell the same asset to a third party on a cash and spot basis; |
| |
|
|
| Taxes |
|
means any present or future tax, fund levy, duty, charge, fee, ST, or withholding in the nature of a tax howsoever incurred that may now or hereafter be imposed or asserted by any jurisdiction or any taxing authority thereof at any time and from time to time throughout the subsistence of the Banking Facility and “Tax” shall refer to any of them; |
| |
|
|
| Top Up |
|
means the option to top up your Banking Facility where there is an increase in the market value of the Property; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| Transaction Documents |
|
shall include the following |
| |
|
|
| |
|
(a) Letters of Offer; |
| |
|
|
| |
|
(b) the Letter of Agency; |
| |
|
|
| |
|
(c) Commodity Murabahah via Tawarruq Transaction Documents; |
| |
|
|
| |
|
(d) the Security Documents; and |
| |
|
|
| |
|
(e) any other document or agreement designated in writing as such by the Bank; |
| |
|
|
| TS-i Period |
|
means in relation to the TS-i (Purchases) facility, the period for the payment of all the Deferred Sale Price for the purchase of all of the Goods by the Customer from the Bank; |
| |
|
|
| TS-1 Purchase Price |
|
means in relation to the TS-i (Sales) facility, the purchase price of the Goods which shall be based on a discount approach calculated based on the formula as specified in the Letter of Offer, the aggregate of which shall not exceed the Banking Facility amount at any point in time throughout the Facility Period; |
| |
|
|
| TS-i (Purchases) |
|
means the Trade Solutions-i (Purchases) facility, made available or agreed to be made available or
continues to be made available by the Bank to the Customer, under the Shariah principles of Istijrar, Wakalah and Murabahah as cited
in Annexure V Clause 10.1 hereof; |
| |
|
|
| TS-i (Sales) |
|
means the Trade Solutions-i (Sales) facility, made available or agreed to be made available or continues
to be made available by the Bank to the Customer, under the Shariah principles of Istijrar, Wakalah and Kafalah as cited in Annexure
V Clause 10.2 hereof; |
| |
|
|
| Undertakings and Covenants |
|
means each undertaking and covenant made by the Customer to the Bank as set out in this Letter of
Offer and Annexure I herein and which shall be repeated for each Banking Facility; |
| |
|
|
| Wakalah |
|
means a contract where a party, as principal (muwakkil) authorises another party as his agent (wakil) to perform a particular task on matters that may be delegated, with or without imposition of a fee; |
| |
|
|
| Wa’d |
|
means a unilateral promise and it is not a contract which refers to an expression of commitment given by one party to another to perform certain action(s) in the future. |
| 2. | GENERAL TERMS OF THE BANKING FACILITY |
| 2.1 | The Customer shall ensure that the proposed utilisation of
each of the Banking Facility is in respect of halal or Shariah permissible activities only and only business, goods, services, bills,
invoice that are permissible and in line with Shariah principles are allowed to be transacted. The Bank shall not be obliged to concern
itself with the application by the Customer of the Banking Facility and the obligations of the Customer and/or the Security Party under
the Security Documents shall not in any way be affected or diminished by reason that all or any of the proceeds of the Banking Facility
are applied to some other purpose (whether or not the Bank has notice of that fact). |
| 2.2 | Renewal of the Banking Facility: Where applicable,
before the expiration of the Facility Period, the Customer may apply to the Bank and the
Bank may in its discretion, agree to renew the Banking Facility subject to the terms and
conditions as to be specified and notified by the Bank and in the manner as shall be compliant
with Shariah principles. In the event of any renewal of the Commodity Murabahah via Tawarruq
Facilities after the expiry of the Facility Period, the Customer agrees to enter into a fresh
Commodity Murabahah via Tawarruq Transaction. Despite the above, the Customer acknowledges
that the Bank has no obligation to renew or extend any of the Banking Facility. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 2.3 | Availability Period and Utilisation |
| (a) | In respect of each Banking Facility, subject always to the
provision of this Letter of Offer and the availability of funds, the Customer may, on any Business Day during the Availability Period,
request to the Bank to utilise the Banking Facility unless: |
| (i) | any of the Conditions Precedent are not fulfilled; or |
| (ii) | any of the Representation and Warranties to this Annexure
proves to be incorrect or misleading; or |
| (iii) | an Event of Default has occurred and is continuing; or |
| (iv) | it would be illegal or unlawful under applicable laws to
proceed with the Banking Facility; or |
| (v) | any of the Undertakings and Covenants in this Annexure are
not fulfilled. |
| (b) | In the event the Customer fails to utilise the Banking Facility
or any portion of the Banking Facility within the Availability Period, the Banking Facility or any portion of the Facility, unless the
Availability Period is extended by the Bank at its discretion, shall be cancelled by the Bank with prior written notice to the Customer.
The Customer shall pay for any losses incurred by the Bank in respect of the cancellation of the Banking Facility. |
| (c) | Despite any provisions to the contrary, the granting, continued
granting and/or extension of the Banking Facility to the Customer is at all times subject to availability of funds. |
| 2.4 | No Relation of Partnership in Law: Neither
this Letter of Offer nor any other Security Documents or otherwise for the purpose of securing
the Banking Facility granted in any way or for any purpose constitute or create any partnership
liabilities or obligations whatsoever between the Parties to the Letters of Offer. |
| 2.5 | Excessive Outstanding Amount: in the event
of the amount outstanding under the Banking Facility shall exceed the limit of the Banking
Facility as permitted from time to time by the Bank at its discretion upon written request
from the Customer, then without affecting all rights and available remedies of the Bank,
the Customer shall also be liable for all the excessive amounts so authorised and the liability
thereunder shall remain until full settlement. |
| 2.6 | Review: It is expressly agreed, confirmed
and declared by the parties to this Letter of Offer that despite anything to the contrary
contained in this Letter of Offer: |
| (a) | the Banking Facility is subject to review by the Bank at its
discretion (subject to this review, a review in normal circumstances will be made at the end of each year) pursuant to which the Bank
may, by giving twenty one (21) calendar day’s prior written notice with reason(s) to the Customer impose any variations or amendments
and/or additions to any of the terms and conditions contained in this Letter of Offer for the time being applicable to the Banking Facility
including an increase or reduction in the limit of the Banking Facility, and in addition, to consider continuation of utilisation, suspension
or termination of the Banking Facility. Unless the Customer notifies the Bank otherwise in writing during the notice period that the
Customer disagrees with the changes and/or amendments and/or variations, such changes and/or amendments and/or variations, if any, shall
form an integral part of the Letters of Offer and become effective and the provisions of this Letter of Offers shall be deemed amended
or varied accordingly; |
| 2.7 | despite anything contained in this Letter of Offer, the Bank
may at its discretion, by giving prior written notice, cancel the Banking Facility without any obligation, whether at law
or in equity to assign any reason whereupon the Indebtedness shall immediately become due and payable. |
| 2.8 | No Obligation to Advance: Nothing contained
in this Letter of Offer shall be deemed to impose on the Bank any obligation either at law
or in equity to make or to continue to make or to continue to make available any of the Banking
Facility to the Customer or to make or to continue to make any advance or to afford any other
accommodation under the Banking Facility to the Customer or to any person or party. |
Covenant to Pay:
| (a) | In consideration of the Bank granting and/or continuing from
time to time, at its discretion, to grant to the Customer the Banking Facility, the Customer will on demand pay to the Bank the Indebtedness
AND until demand as aforesaid, the Customer shall pay the Banking Facility at the times and in the manner as prescribed in the letters of Offer together with
profit, commission, banking or other charges and expenses payable; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (b) | It is expressly agreed and declared by the parties to this Letter of Offer that despite the
provisions of the preceding sub clause, the dates and manner provided for the payment of each of the Banking Facility and the
profit, commission, banking or other charges and expenses payable, may at any time and from time to time be varied at the discretion
of the Bank by giving twenty one (21) calendar days’ prior written notice with reason(s). Unless the Customer notifies the
Bank in writing during the notice period that the Customer disagrees with the variations, such variation in the manner aforesaid
shall be deemed to become effective and the date for the payment of the Banking Facility and profit, commission, banking or other
charges and expenses payable shall be deemed to have been amended accordingly and shall be read and construed as if such variation
had been incorporated in and formed part of the terms herein. |
Right of Bank to Recall or
Vary: Despite any provisions contained the Letters of Offer, the Bank shall be entitled at its discretion
| (a) | by giving prior written notice to the Customer, to terminate
the Banking Facility and demand the discharge by the Customer of the Indebtedness or any part of the Indebtedness or |
| (b) | by giving twenty one (21) calendar days’ prior written notice with reason(s) to the Customer,
to vary or amend any of the Banking Facility and/or the terms applicable to the Banking Facility in such manner and upon such terms
and conditions as the Bank may determine and notify from time to time. Unless the Customer notifies the Bank in writing during the
notice period that the Customer disagrees with the variation or amendment, such variation or amendment shall be deemed to become
effective and shall be read and construed as if such variation or amendment had been incorporated in and formed part of the terms in
this Agreement at the date of this Agreement. |
| 2.9 | Advance to Third Parties |
| (a) | The Bank shall be at liberty (but is not under any obligation either at law or in equity so to do)
and is expressly authorised by the Customer to advance or pay the whole of the Banking Facility or any part of the Banking Facility to
the person or party who or which is entitled to the benefit of any charge or encumbrance or Security Interest over the Property or,
where appropriate, to whom payment is required to be made by the Customer and/or Security Party to obtain the transfer, conveyance
or assignment of all rights, title and interest in and to the Property in which a Security Interest is to be created in favour of the
Bank as security for the Indebtedness. |
| (b) | It is declared that such express authorisation shall be irrevocable and unconditional AND it is
expressly agreed by the Customer that all advances and payments to the party(ies) aforesaid shall for all purposes be deemed to be and
form part of the Banking Facility and the acknowledgment of receipt by the aforesaid party(ies) shall be as good sufficient and
effective as if the same had been made or given by the Customer personally. It is further irrevocably agreed and confirmed by the
Customer that the Customer shall not be entitled to object to or to restrain such payment by the Bank. |
| 3 | REPRESENTATIONS AND WARRANTIES |
| 3.1 | The Customer represents and warrants to the Bank that: |
| (a) | Status: that Customer and/or the Security Party (if
body corporate) is duly incorporated with limited liability under the laws of Malaysia and is validly existing; |
| (b) | Powers anq Authorisations: |
| (i) | the constitution of the Customer and/or the Security Party (if body corporate) incorporate
provisions which authorise, and all necessary corporate action has been taken to authorise, and all authorisations of any
governmental or other authority have been duly and unconditionally obtained and are in full force and effect which are required to
authorise, the Customer and/or the Security Party to own their assets, carry on their business as they are being conducted,
and execute, deliver and perform the transactions contemplated in the Letters of Offer and the Security Documents and their
obligations specified in the Letters of Offer and the Security Documents and in accordance with their respective terms; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (ii) | each of the Letters of Offer and the Security Documents constitutes
legal, valid and binding obligations of the Customer and/or the Security Party enforceable in accordance with their respective terms;
and |
| (iii) | that there is no law or regulation or any order or
decree of any governmental authority, agency or court to which the Customer and/or the
Security Party are subject to which would be in conflict with or prevent the Customer and/or the Security Party from executing
and delivering, and performing the transactions contemplated in this Letter of Offer and the Security Documents; |
| (c) | Non Violation: neither the execution and delivery of the Letters of Offer and the Security
Documents nor the performance of any of the transactions contemplated in the Letters of Offer and the Security Documents does
or will: |
| (i) | contravene or constitute a default under any provision
contained in any agreement, instrument, law, regulation, judgment, order, decree, licence, permit or consent by which the Customer or
the Security Party or any of its/his assets is bound or affected; or |
| (ii) | cause any limitation on the Customer or the Security Party
(if body corporate) or the powers of its director(s), whether imposed by or contained in its constitution or a written confirmation duly
signed by a director or a company secretary confirming that the Customer does not have a constitution in any other law, order,
judgment, agreement, instrument or otherwise, to be exceeded; |
| (d) | Consents: no authorisation, approval, consent, licence, exemption, registration, recording,
filing or notarisation of the Letters of Offer and the Security Documents and no payment of any duty or tax and no other action
which has not been duly and unconditionally obtained, made or taken is necessary or desirable to ensure the legality, validity or
enforceability of the liabilities and obligations of the Customer or the Security Party or the rights of the Bank under the Letters
of Offer and the Security Documents in accordance with their terms other than:- |
| (i) | payment of stamp duty on the Letters of Offer and each of
the Security Documents; |
| (ii) | where applicable, the registration of the charges created
under the Security Documents pursuant to Section 352 of the Companies Act (Registration of Charges); |
| (iii) | where applicable, the registration of the power of attorney
given to the Bank with the relevant High Court; and |
| (iv) | where applicable, the registration of the charge under the
Security Documents with the relevant land registry; |
| (e) | Default: no event has occurred which constitutes, or
which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or
default under, any agreement or instrument to which the Customer or the Security Party or any of the Customer’s or the
Security Party’s assets are bound or affected, being a contravention or default which might have a Material Adverse
Effect; |
| (f) | Litigation: no litigation, arbitration or administrative proceeding or claim which might by
itself or together with any other such proceedings or claims, is presently in progress or pending or, to the best of the
knowledge of the Customer, threatened against the Customer or the Security Party or any of the Customer’s or the Security
Party’s assets; |
| (g) | Tax liabilities:
all necessary returns have been delivered by or on behalf of the Customer and/or Security
Party to the relevant taxation authorities and the Customer and/or the Security Party is
not in default in the payment of any taxes of a material amount, and no material claim is
being asserted with respect to taxes which is not disclosed in the financial statements referred
to in Clause 3.1(h) in this Annexure. |
| (h) | Financial statements: the latest audited financial statements (including the income statement
and balance sheet) of the Customer and/or the Security Party have been prepared on a basis consistently applied in accordance with
generally acceptable accounting principles in Malaysia and shall give a true and fair view of the results of its operations and the
state of its affairs at that date, and in particular accurately disclose or reserve against all liabilities (actual or contingent)
of the Customer as at such date and all material unrealised or anticipated losses from any commitment entered into by it and
which existed on that date; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (i) | Material Change
in Financial Condition: there has been no change which has a Material Adverse Effect
since the date of the financial year end in respect of which the financial statements referred
to Clause 3.1(h) in this Annexure has
been prepared; |
| (j) | Security Interests: save and except for the Security Interest created prior to the date of
the Letters of Offer and disclosed to the Bank, none of the assets of the Customer and/or the Security Party is affected by any
Security Interest, and the Customer is not a party to, nor is it or any of its assets bound by, any order,
agreement or instrument under which the Customer is, or in certain events may be, required to create, assume or permit to arise any
Security Interest (other than created under the Security Documents); |
| (i) | the information (be it in writing or otherwise) furnished by the Customer and/or the Security Party
in connection with the Banking Facility, the Letters of Offer and the Security Documents do not contain any untrue statement
or omit to state any fact the omission of which makes any statement in the Letters of Offer and the Security Documents, in
the light of the circumstances under which they were made, inaccurate or misleading; |
| (ii) | all expressions of expectation, intention, belief and opinion contained in the Letters of Offer and
the Security Documents, were honestly made on reasonable grounds after due and careful enquiry by the Customer and/or the Security
Party; |
| (iii) | the Customer and/or the Security Party is not aware of any
material facts or circumstances that have not been disclosed to the Bank which might, if disclosed, adversely affect the decision of
a person considering whether or not to provide finance to the Customer; and |
| (iv) | the Customer and/or the Security Party is not aware and has/have not intentionally withheld any
information or fact which may result in or give rise to the financing by the Bank under the Letters of Offer contravening or being
in breach of any laws, legislation subsidiary legislation or regulation including, the IFSA or any other provisions thereof or any
financing limits or restrictions that may be imposed upon the Bank from time to time by BNM or such other competent authority having
jurisdiction over the Bank; |
| (i) | Disclosure: the Customer and/or the Security Party has fully disclosed in writing to the Bank
all facts relating to the Customer and/or the Security Party which the Customer knows or should reasonably know and which are
material for disclosure to the Bank in the context of the Letters of Offer and the Security Documents; |
| (m) | No change in the Customer: since the date the Customer first applied for the Banking
Facility, there has been no change which has a Material Adverse Effect in its business or financial condition; |
| (n) | Assets
and Title: the Customer and/or each Security Party is the
legal and beneficial owner or has title to all its assets or property which are provided as security to the Bank in respect of the Banking
Facility; |
| (o) | Event of Default: no Event of Default has occurred
and/or is continuing; |
| (p) | Dissolution/Bankruptcy:
the Security Party (if a natural person) has not committed any act of bankruptcy, no step
has been taken by the Customer or any Security Party (if body corporate) or their respective
shareholders nor have any legal proceedings been started or threatened for the dissolution
of the Customer or any Security Party or for the appointment of any nominee, supervisor,
judicial manager, manager, administrator, receiver and manager, liquidator, receiver, trustee
or similar officer of the Customer or any Security Party, their assets or any of them, and
no demand under Section 466(1) of the Companies Act (Definition of “inability to
pay debts”) and no enquiry under Section 549 of the Companies Act (Power of
Registrar to strike off company) has been received by the Customer or any Security Party; |
| (q) | Section 366
of the Companies Act (Power of Court to order compromise
or arrangement with creditors and
members): no step has been taken by the Customer or any Security Party (if
body corporate), its creditors or any
of its shareholders or any other person on its behalf nor have any
legal proceedings or applications been started or threatened under Section 366 of
the Companies Act against the Customer or any Security Party; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (r) | No Immunity: the Customer and/or the Security Party are subject to civil and commercial law
with regard to their respective obligations under the Letters of Offer and the Security Documents, and the execution, delivery and
performance of the Letters of Offer and the Security Documents constitute private and commercial acts rather than governmental or
public acts and the Customer or any Security Party or any of their respective
assets do not enjoy any immunity on the grounds of sovereignty or otherwise
in respect of their respective obligations under the Letters of Offer and the Security Documents; |
| (s) | Conduct of Business: the Customer and/or the Security Party are conducting their business and
operations in compliance with all applicable laws and regulations and all directives of governmental authorities having the force of
law; |
| (t) | Existing Agreements: the Customer and/or the Security Party has/have not defaulted in any agreement
to which the Customer or the Security Party is a party or
by which the Customer and/or the Security Party may be bound under any existing
financing agreement or security documents with any other financial institution and/or
bank; |
| (u) | Security Documents: all steps necessary or desirable to protect the Bank’s rights under
the Security Documents have been duly taken by the Customer and/or the Security Party; |
| (v) | Computer Systems: the Customer has taken or is taking steps to the best of its ability to
test, quantify and amend its computer systems to ensure that the computer systems correctly responds to data input and produces
correct data output in respect of any date related data and properly
exchanges all like information with all the other components of the Customer’s computer systems (whether such components are
under the maintenance and/or control of the Customer, or the Customer jointly
with another party, or another party or different parties) and further, will not produce an adverse effect or give rise to an
increased inconvenience or disruption to the operations of the Customer’s business; |
| (w) | Illegal Business:
the Customer and/or each Security Party, does not carry out or implement any
illegal, unethical, immoral
or unconscionable business or other activities or may be contrary to Shariah principles or
the social, economic and/or political environment in which it operates; |
| (x) | Environmental Laws:
the Customer is in compliance with Clause 15.21 of Annexure I (Environmental matters)
and no circumstances have occurred which would prevent such compliance in a manner or to
an extent which has or could be expected to amount to an Event of Default; |
| (y) | Takaful:
no event or circumstance has occurred, nor has there been any omission to disclose a fact which, in any such case, to the best
of the Customer’s knowledge and belief after due enquiry would entitle any takaful operator to avoid or reduce its liability
under any takaful and all takaful required under the Security Documents to be effected by the Customer has been so effected and are valid
and binding and in full force and effect and all contributions due have been paid; |
| (z) | BNM’s DCHEQS Guidelines: that the Customer and/or
any Security Party or the Customer’s and/or any Security Party’s account is not listed under the Dishonoured Cheques
Information System (DCHEQS) guidelines or otherwise for that matter designated as “special” under such guidelines; |
| (aa) | Non-Infringement of the IFSA and the BNM’s Guidelines on Connected Parties
(‘Guidelines’): that the Customer or any Security Party is not infringing or contravening the IFSA or the
Guidelines) and/or /any replacement
/ guidelines / specifications / circulars
issued pursuant to the IFSA, and the Customer and/or the Security Party undertakes
to advise the Bank if any of the
infringement as set out in the IFSA or the Guidelines is established or discovered at any time.
If at any time during the continuance of the Banking Facility the Bank discovers that there had been an infringement of the IFSA or
the Guidelines and/or that the continued utilisation of the Banking Facility shall be in violation of the IFSA or the Guidelines,
the Bank shall be entitled immediately to exercise all of its rights contained in the Letters of Offer; |
| (bb) | Validity: that each of the Letters of Offer and the Security Documents constitutes the legal,
valid and binding obligations of the Customer and where applicable the Security Party in
accordance with their respective terms; |
| (cc) | Default in Performance: there shall not have occurred
any default in the performance by any party of
any covenants or agreement in relation to the Banking Facility, the Letters of Offer and the other Security Documents; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (dd) | Conformity
to the Shariah Principles: the Customer agrees that the Banking Facility granted or to
be granted to the Customer are in conformity with the Shariah principles stated in the Letters
of Offer and confirm that it would not have and will not raise any
objections as to matters of Shariah compliance in respect of the Banking Facility; |
| (ee) | Shariah
Compliant: the Customer agrees that the products and goods produced by, and all or core
business activities of the Customer are halal/ permissible and in accordance with the doctrines
of Shariah; |
| (ff) | No
arrangement or moratorium: the Customer and the Security Party have not entered into
or proposed to enter into any arrangement or composttion
(voluntary or otherwise) with any of its creditors and
no declaration has been made by any competent court or authority in respect of a moratorium
on the payment of indebtedness or other suspension of payments generally; |
| (gg) | No
judicial management:
no proposal has been
made by the Customer and/or the Security Party to be placed under judicial management and
no resolution has been passed or application made for the Customer and/or the Security Party
to be placed under judicial management; and |
| (hh) | Other
representations: such other representations and warranties as are set out in this Letter
of Offer shall bind the Customer. |
The
representations and warranties set out Clause 3.1 above shall survive the signing and delivery of the Letters of Offer until payment
in full of the Indebtedness, as if repeated by reference to the then existing circumstances, except that each reference to accounts in
Clause 3.1(h) shall be construed as a reference to the then latest available annual accounts of the Customer and shall be repeated
on each day during the duration of the Banking Facility until the Indebtedness are paid in full to the Bank.
| 3.3 | Saving
of Bank’s Rights |
The
Bank’s rights and remedies under this clause in relation to any misrepresentations or breach of warranty shall not be affected
by any investigation by or on behalf of the Bank into the affairs of the Customer or any Security Party or by the execution or
performance of the Letters of Offer or the Security Documents or by any other act or thing which may be done by or on behalf of the Bank
in connection with the Letters of Offer or the Security Documents or which might, apart from this Clause 3, affect such rights
or remedies.
| 3.4 | Continuing
Nature of Representations and Warranties |
The
Customer acknowledges that the Bank has agreed to make and/or continue to make available the Banking Facility to the Customer on the
basis of and in full reliance of the above representations and warranties. The Customer agrees, covenants,
undertakes and oonfirms that each of the above representations and warranties shall survive and continue in full force and effect
after the acceptance of this Letter of Offer and the Customer shall be deemed to represent and warrant to the Bank on the date of each
drawing or utilisation of the Banking Facility that:-
| (a) | the
representations and warranties (up-dated accordingly) contained in Clause 3.1 of this
Annexure are true and accurate in all respects as if made on such date; and |
| (b) | no
Events of Default, and no event which with the giving of notice or passing of time would
constitute an Events of Default has occurred. |
| 3.5 | Truth
and Correctness of Representations and Warranties |
The
truth and correctness of all matters stated in the representations and warranties under Clause 3.1 shall form the basis of the
Bank’s commitment under the Letters of Offer to make available the Banking Facility to the Customer. If any such representations
and/or warranties made shall at any time in the future be found to have been incorrect in any material respect then and in such event
and despite anything to the contrary in the Letters of Offer, the Bank shall have the right at its discretion to suspend the availability
or disbursement of the Banking Faciltty or review, recall or terminate the Banking Facility or any
part the Banking Facility with prior written notice to the Customer and thereafter, the Banking Facility shall be cancelled and all monies
still owing by the Customer to the Bank under the Banking Facility shall become immediately due and payable.
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 4 | AFFIRMATIVE
UNDERTAKINGS |
| 4.1 | The
Customer undrtakes with the Bank that, from the date of the Letters of Offer until all its
liabilities under the Letters of Offer have been discharged: |
| (a) | Ranking:
the liabilities of the Customer under the Letters of Offer rank and will rank in priority
above all its other unsecured liabilities (both actual and contingent) except: |
| (i) | liabililles
which are subject to liens or rights of set off arising in the normal course of trading and
the aggregate amount of which is not material; |
| (ii) | liabilities
which are preferred solely by Malaysian law and not by reason of any Security Interest; |
| (b) | Preparation of Acoount: it will
prepare the financial statement referred to in Clause 4.1(c) on a basis consistently applied in accordance with generally
accepted accounting principles in Malaysia and those financial statements shall give a true and fair view of the results of the
operations of the Customer for the period in question and the state of its affairs for the period to which the financial statements
are made up and shall disclose or reserve all the liabilities (actual or contingent) of the Customer as at the expiry of the period
in question and all material unrealised or anticipated losses from any commitment entered into by it and which existed on the expiry
of the period in question; |
| (c) | Information: it will deliver to the Bank |
| (i) | as
soon as they become available (and in any event within one hundred and eighty (180) days
after the end of each of its and/or that Security Party’s financial periods) copies
of its and/or that Secuits Party’s financial statements for that period which shall
contain a balance sheet, profit and loss account and report to be audited and certified without
qualification by a qualified independent auditor or firm of auditors; |
| (ii) | as
soon as they become available (and in any event within ninety (90) days after the end of
each quarter year of each financial year) its management financial statements for that period
certified by two (2) of its directors or in the case of a single director, by that director,
confirming that such statements represent a true and fair view of the financial condition
of the Customer; |
| (iii) | immediately
when requested by the Bank, information relating to the Customer’s business. including
any change in the directors of the Customer; |
| (iv) | immediately,
information on the occurrence of any Event of Default in relation to any of the Customer’s
other indebtedness; and |
| (v) | promptly,
such additional financial or other information as the Bank may from time to time reasonably
request. |
| (d) | Authorisations: the Customer will: |
| (i) | maintain
in full force and effect all relevant authorisations (governmental and otherwise) and will
promptly obtain any further authorisations which may become necessary to enable it
to own its assets, carry on its business and perform its obligations under, and any of the
transactions contemplated by the Letters of Offer and the Security Documents and pay all
taxes levied on the Customer by the due date thereof; and |
| (ii) | timeously
carry out any registration, filing or notarisation of the Letters of Offer and the Security
Documents, pay any duty or tax and take any action which may be necessary or desirable to
ensure the legality or validity or enforceability in Malaysia of the liabilities and obligations
of the Customer or the Security Party or the rights of the
Bank under the Letters of Offer and the Security Documents in accordance with their terms; |
| (e) | Consents: the Customer will obtain and promptly renew from time to time, and will promptly deliver
to the Bank certified copies of, any authorisation, approval, consent. licence, exemption,
registration, recording, filing or notarisation as may be necessary or desirable to ensure
the legality, validity, enforceability or priority of the liabilities and obligations of
the Customer or the Security Party or the rights of the Bank under the Letters of Offer and
the Security Documents and the Customer shall comply with the terms of the same; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (f) | Licences:
the Customer will obtain all necessary licences and approvals and comply with all regulations
relating to the carrying on of its business; |
| (g) | Default:
if the Customer becomes aware of the occurrence of an Event of Default it will immediately
notify the Bank and provide the Bank with full details of any steps which it is taking, or
is considering taking, in order to remedy or mitigate the effect of the Event of Default
or otherwise in connection with it; |
| (h) | Records:
the Customer will maintain records adequate to record and reflect in accordance with generally
accepted accounting principles in Malaysia the operations and financial condition of the
Customer and it will, permit the Bank or its agents and servants at all reasonable times
to have access to and to inspect its books of accounts and records relating to its business
at any office, branch or place of business of the Customer elsewhere, all records kept by
any other persons so far as such records relate to or affect the Letters of Offer and the
Customer shall give to the Bank or any person authorised by them to inspect such records,
such written authorisations as may be required to enable the Bank and/or such authorised
persons to inspect the said records; |
| (i) | Litigation:
the Customer will within fourteen (14) days after becoming aware of the same, promptly notify
the Bank of: |
| (i) | any
default or Event of Default under any other contractual obligation of the Customer; or |
| (ii) | any
litigation, investigation,
arbitration or proceeding before any court or governmental regulatory agency affecting the
Customer or between the Customer and any third party, |
each
notice pursuant to this sub-clause shall be accompanied by a statement of a director of the Customer setting forth details of the occurrence
referred to therein and stating what action the Customer proposes to take;
| (j) | Indebtedness:
the Customer will punctually pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case maybe, all of its indebtedness and other obligations
of whatever nature; |
| (k) | Obligations:
the Customer will timeously perform and carry out any and all of its obligations under the
Letters of Offer and the Security Documents; |
| (l) | Inspection
of Computer Systems: if the Bank deems it necessary to inspect the Customer’s computer
systems in order to confirm that any representation or warranty provided in Clause 3.1
of this Annexure are true and correct, the Customer will permit the Bank or its agents
and servants at all reasonable times to enter into the Customer’s premises to conduct
an inspection of its computer systems and to provide the Bank with such information as the
Bank may require; |
| (m) | Share
Capital: the Customer shall keep and maintain its present paid up share capital and promptly
inform the Bank of any increases of the paid-up share capital; |
| (i) | the
Customer will maintain such takaful in respect of its assets and business against all risks
(including all risk during shipment, construction and operation risk, pollution risk liability,
business interruption coverage, third party risks and workmen’s compensation) which
a prudent Customer carrying on a business similar to that of the Customer would normally
insure and all such takaful shall be maintained with such takaful companies acceptable to
the Bank and in such amounts and on such terms as may be approved by the Bank; |
| (ii) | the
Customer shall punctually pay all contributions necessary for maintaining such takaful and
shall permit the original takaful policy to be deposited with and retained by the Bank; and |
| (iii) | the
Customer shall have insured or caused to be insured the Goods and any other property charged
or assigned or pledged or howsoever given as security to the Bank with any takaful operator
approved by the Bank against loss or damage by fire, explosion. lightning, tempest. flood,
riot, civil commotion, strike and malicious acts and any other risks as the Bank may from
time to time require for its or their full insurable value and in any event for a sum acceptable
to the Bank and with a takaful operator approved by the Bank and in the name of the Customer
or the Security Party with the Bank’s interest as chargee and loss payee endorsed on
the takaful certificates so taken out and shall have deposited with the Bank the original
of the takaful certificates so taken outand the original of all receipts or evidence of payment
of the current contribution payable; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (o) | Inspection
of Books: if the Bank deems it necessary to have information of the Customer with respect
of any matters relating to the accounting or other records of the Customer, the Customer
will cause its auditors to conduct an audit of its accounts within such time as may be stipulated
by the Bank and to provide the Bank with such information as the Bank may require; |
| (p) | Material
Adverse Changes: the Customer will take all steps as may be necessary to ensure that
there is no material adverse change to its financial position; |
| (q) | Auditors:
the Customer will appoint such auditor or firm of auditors acceptable to the Bank in
respect of any matter connected with the accounts of the Customer and authorises such auditor
or firm of auitrs to supply the Bank with a certified copy of any communication sent by such
auditor to the Customer and further to communicate directly with the Bank at any time in
respect of any matter connected with the accounls and operations of the Customer. The Customer
further authorises the Bank to communicate directly with such auditors in respect of any
information required to be furnished by the Customer to the Bank under the Letters of Offer; |
| (r) | Annual
Return: the Customer will submit to the Bank a certified true copy of its annual return
and return of allotment of shares as submitted to the Companies Commission of Malaysia; |
| (s) | Conduct
of Business: the Customer will conduct its business and affairs with due diligence and
efficiency and in accordance with sound financial and commercial standards and practices
and in accordance its constitution as amended from time to time and allowable by the Shariah
law as amended from time to time; |
| (t) | Authorised
Signatories: the Customer will immediately notify the Bank if any of its authorised signatories
are no longer authorised to act on the Customer’s behalf under this Letter of Offer; |
| (u) | Taxes
and Outgoings: the Customer will comply with all applicable laws and regulations and
will punctually pay and discharge all Taxes, quit rents, rates, outgoings, assessments and
governmental charges or levies imposed on it or on its income or profits or any of its assets
or properties (including the premises on which the business of the Customer is carried on)
prior to the date on which penalties attach thereto and deliver certified true copies of
the relevant receipts to the Bank promptly on receipt of such receipts, except that the Customer
shall not be required to pay such tax, assessment, charge or levy the payment of which is
being contested in good faith and by proper proceedings; |
| (v) | Account
with Bank: if required under this Letter of Offer, the Customer will maintain and operate
an active and satisfactory account with the Bank which shall be within the approved limit
at all times; |
| (w) | Other
Banking Facility: the Customer shall promptly furnish to the Bank all such information
as the Bank shall request as and when the Customer obtains banking facilities from any
other institutions; |
| (x) | Verification
of Accounts: the Customer shall verify all statements of accounts issued to it by the
Bank and shall upon discovery of any discrepancy in the statements of accounts, promptly
revert to the Bank failing which they shall be deemed to be conclusive and binding against
the Customer; |
| (y) | Compliance
with Conditions Precedent: the Customer shall deliver to the Bank upon demand any documents
or evidence under Clause 8 of this Letter of Offer the production of which have been
temporarily waived and to comply with all the term’s and conditions of Clause 8
which have been temporarily waived; |
| (z) | Substantial
Acquisition: it will inform the Bank in the event of any acquisition of assets of a substantial
amount; |
| (aa) | Change
in Status: the Customer shall immediately inform the Bank in the event there is a change
in the Customer’s residential status and/or the residential status of the Customer’s
directors or office bearers as the case may be; |
| (bb) | Change
in Board of Directors or Shaceholders: the Customer shall immediately notify the Bank
of any changes in the Custome(s board of directors or its management or its major or controlling
shareholders or partners; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (cc) | Fair Opportunity:
in the event the Customer or any of its subsidiaries or related companies (present and future)
(“the Customer Group of Companies”) requires any banking, financial, investment
and/or advisory products or services (collectively “the Products”) which
is offered by the RHB Banking Group in its normal course of business, the Customer shall
offer or cause the Customer Group of Companies to offer the relevant RHB Banking Group the
opportunity to match any other offers to provide the Products to the Customer or the Customer
Group of Companies; |
| 5. | RESTRICTIVE UNDERTAKINGS |
| 5.1 | Restrictive Undertakings |
The Customer undertakes with the Bank that, from the date of the Letters
of Offer until all its liabilities under the Letters of Offer have been discharged, it will not without the prior written consent of the
Bank:
| (a) | Negative Pledge:
create or permit to exist over all or any part of its business or assets or undertakings
any Security Interest other than those permitted under Clause 4.1(a) and under the
Security Documents; |
| (b) | Loans: save and
except in the ordinary course of business and on commercial terms and on the basis of arm’s
length transaction, make any loans or advance or guarantee or grant any credit to any of
its director(s), shareholder(s) or related companies (within the meaning of the Companies
Act) or any company or person or firm or organisation or purchase or otherwise acquire the
capital stock, assets or obligation of any of its directors, shareholders or related companies
(within the meaning of the Companies Act) or any company or person or firm or organisation; |
| (c) | Constitutional Documents:
add to, delete, vary, amend or change or cause the change in its or any of the Security Party’s
(if body corporate), as the case may be, constitution in any manner which is inconsistent
with the performance of the Customer’s or Security Party’s obligations under
this Letter of Offer and under the Security Documents; |
| (d) | Alteration of Paid
Up Capital: decrease or in any way whatsoever alter (other than by way of increase) the
authorised or issued capital of the Customer whether by varying the amount, structure or
value of the authorised or issued capital or the rights attached to the authorised or issued
capital or convert any of its share capital into stock, or by consolidation dividing or sub-dividing
all or any of its shares; |
| (e) | Change in Shareholding:
register or permit to register any change in its shareholders and the respective shareholdings
of the shareholders in the Customer; |
| (f) | Dividends: unless
otherwise agreed or set out in this Letter of Offer, declare or pay any dividend or bonus
issue or make any distribution (be it income or capital in nature); |
| (g) | Key Management Personnel:
effect any change in the Customer’s director(s) and key management personnel; |
| (h) | Enter into Partnership:
enter into any partnership, profit-sharing or royalty agreement or other arrangement of whatsoever
nature whereby the Customer’s income or profits are, or might be, shared with any other
person, firm or company or enter into any management contract or other arrangement of whatsoever
nature whereby the Customer’s business or operations are managed by any other person,
firm or company, other than in the ordinary course of business; |
| (i) | Disposal: save
and except in the ordinary course of business and on ordinary commercial terms on the basis
of arm’s length transaction, sell, transfer, encumber, lease or otherwise dispose of
or in any case cease to exercise control over, whether by single transaction or a number
of transaction, related or not, the whole or substantial part of the Customer’s undertaking
business or assets or undertake or permit any merger, consolidation or reorganisation; |
| (j) | Restriction on Transactions:
enter into any transaction (including merger, consolidation or reorganisation) with any person,
firm or company except in the ordinary course of business on ordinary commercial terms and
on the basis of arm’s length arrangements or establish any exclusive purchasing or
sales agency, or enter into any transaction whereby the Customer might pay more than the
ordinary commercial price for any purchase or might receive less than the full commercial
price for its products (subject to normal trade discounts) for its products; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (k) | Indebtedness by
others: except in the ordinary course of business on ordinary commercial terms and on
the basis of arm’s length arrangements, enter into any transaction or arrangement whereby
any director or shareholder of the Customer or any related corporation or associated company
of the Customer incurs in its favour any indebtedness. For the purpose of this sub-clause,
the expression “director” or “shareholder includes a spouse, parent, child,
brother or sister of the director or shareholder; |
| (l) | Alteration:
make any alteration to the general purpose in its application for the Banking Facility; |
| (m) | Invest Acquire Shares
or Debentures: invest, acquire shares or debentures in or with or lend money to any company
or person; |
| (n) | Change in its Present
Business and Financial Year: carry on any business other than its existing business or
change its financial year other than its existing financial year; |
| (o) | Dissolution: dissolve
its affairs or consolidate with or merge with any other person or entering into any voluntary
arrangement, judicial management, scheme of compromise, reorganisation, arrangement, or composition
with creditors; |
| (p) | Acquisition: make
and/or cause the Security Party to make any substantial acquisition of assets; |
| (q) | Surrender Rights:
surrender, transfer, assign, relinquish or otherwise dispose of any of its rights and interest
under the Letters of Offer or the Security Documents; |
| (r) | Takaful: do or
suffer to the done any act, matter or thing whereby any takaful may be rendered void, voidable
or incapable of being effected, maintained or renewed; |
| (s) | Conflicting Takaful:
save and except at the request of the Bank, effect or keep on foot or permit to effect or
keep on foot any takaful against any risk in respect of any assets charged or secured to
the Bank when the Bank has effected or has kept on foot such takaful; |
| (t) | Indebtedness:
incur, assume, guarantee or permit to exist or guarantee any indebtedness other than: |
| (ii) | any debt or guarantee which has been disclosed by the Customer
to the Bank prior to the date of Letter of Offer; and |
| (iii) | short term debts incurred or obtained in the ordinary course
of business on commercial terms and on the basis of arm’s length transaction. |
For the purpose of this paragraph, a short-term debt is deemed to be
any debt payable on demand or maturity by its terms within twelve (12) months after the date on which it was originally incurred;
| (u) | Lien: create or
permit to exist any lien on any assets of the Customer or any tax or other statutory lien,
except such lien as shall be discharged within thirty (30) days after final adjudication
and liens permitted or contemplated by the Letters of Offer. |
For the purpose of this subsection the expression “lien”
includes mortgages, pledges, charges, privileges and priorities of any kind, and the expression, “assets” includes any revenues
and property movable and of any kind;
| (v) | Prepayment: make
any prepayment or payment of any advance made by its shareholders, directors or related corporations
or any other loans or indebtedness if there is any monies outstanding under the Banking Facility
which is due and unpaid; |
| (w) | Reconstruction or
Amalgamation: permit any form or merger, reconstruction, consolidation or amalgamation
by way of a scheme of arrangement or otherwise or approve, permit any transfer of any part
of its issued capital; |
| (x) | Judicial Management:
pass any resolution or make any application for the Customer to be placed under judicial
management; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (y) | Arrangement or Composition:
propose to enter into or permit the entry of any arrangement or composition (voluntary or
otherwise) with any creditors of the Customer, and |
| (z) | Other covenants:
breach or threaten to breach any other covenants as are set out in the Letters of Offer. |
| 6.1 | Events of Default: If: |
| (a) | Non-Payment: the
Customer or any Security Party fails to pay any amount due under the Letters of Offer or
the Security Documents on the due date, whether formally demanded or not or on demand, if
so payable; or |
| (b) | Breach of Obligations:
the Customer or the Security Party or any party commits or threatens to commit a breach of
any term, stipulation, covenant or undertaking contained in the Letters of Offer and the
Security Documents and on its/their part to be observed and performed (other than a payment
obligation set out in sub-clause (a)) and, in the case of a breach capable of remedy, the
breach is not remedied within fourteen (14) days after the date of occurrence of the breach;
or |
| (c) | Misrepresentation:
any representation, warranty or statement which is made (or acknowledged to have been made)
by the Customer or the Security Party in the Letters of Offer and/or the Security Documents
or which is contained in any certificate, statement, legal opinion or notice provided under
or in connection with the Letters of Offer and/or the Security Documentsproves to be incorrect
in any material respect, or if repeated at any time with reference to the facts and circumstances
subsisting at such time would not be accurate in all material respects; or |
| (d) | Invalidity or Illegality:
any provision of the Letters of Offer and the Security Documents is or becomes, for any reason,
invalid or unenforceable or it is or becomes unlawful for the Customer or the Security Party
or any party to perform or comply with any one or more of its/their obligations under any
of the Letters of Offer and the Security Documents, as the case may be; or |
| (e) | Disposal of Assets:
the Customer or any Security Party transfers or disposes of, or threatens to transfer or
dispose of, substantially all of its business or assets other than: |
| (i) | in the ordinary course of business of the Customer or such
Security Party and provided that such transfer or disposal does not in the opinion of the Bank have a Material Adverse Effect; or |
| (ii) | any disposal which does not in the determination of the Bank
have a Material Adverse Effect; |
| (f) | Cessation of Business:
the Customer or the Security Party changes or threatens to change the nature or scope of
its business, suspends or threatens to suspend or ceases or threatens to cease a substantial
part of the present business operations which it now conducts directly or indirectly, or
any governmental authority expropriates or threatens to expropriate all or part of its assets;
or |
| (g) | Cross-default:
any indebtedness of the Customer or its affiliate(s) or related companies (within the meaning
of the Companies Act) or any Security Party (such persons) becomes due or capable of being
declared due before its/their stated maturity, any guarantee or similar obligation of such
persons is not discharged at maturity or when called or such persons go into default under,
or commits a breach of, any instrument or agreement relating to any such indebtedness, guarantee
or other obligation or the security for such indebtedness becomes enforceable; or |
| (h) | Appointment of Receiver,
Legal Process: an encumbrancer takes possession of, or a trustee, nominee, supervisor,
judicial manager, manager, administrator, receiver, receiver and manager, liquidator or administrative
or other receiver or similar officer is appointed in respect of, all or any part of the business
or assets of the Customer or the Security Party or distress or any form of execution is levied
or enforced upon or sued out against any such assets and is not discharged within seven (7)
days after being levied, enforced or sued out, or any Security Interest which may for the
time being affect any of its assets becomes enforceable; or |
| (i) | Insolvency:
the Customer or the Security Party (if body corporate) is deemed unable to pay its debts
within the meaning of Section 466 of the Companies Act (Definition of “inability
to pay debts”) or becomes unable to pay its debts as they fall due or suspends
or threatens to suspend making payments (whether of principal or profit) with respect to
all or any class of its debts; or |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (j) | Bankruptcy/Winding
Up: the Security Party (if a natural person) commits an act of bankruptcy or becomes
bankrupt or shall die or become insane or the Customer or its affiliate(s) or related companies
(within the meaning of the Companies Act) convenes a meeting of its creditors or proposes
or makes any arrangements or composition with, or any assignment or voluntary arrangement,
judicial management, scheme of compromise, reorganisation, reconstruction, amalgamation for
the benefit of, its creditors or a petition is presented or a meeting is convened for the
purpose of considering a resolution or an application is made is for the judicial management
or other steps are taken for making an administration order against or for winding up, dissolution
or liquidation of the Customer or its affiliate(s) or related companies (within the meaning
of the Companies Act) or a petition for winding up is presented against the Customer or its
affiliate(s) or related corporation(s); or |
| (k) | Other Event or Events:
any other event or events occurs or circumstances arise (whether related or not) which in
the opinion of the Bank (which opinion shall be final and binding) could or might affect
the Customer’s or any Security Party’s ability or willingness to duly and punctually
perform or comply with any of its obligations under the Letters of Offer and the Security
Documents, as the case may be; or |
| (1) | Judgment Outstanding:
any judgment passed against the Customer or an affiliate(s) or related companies (within
the meaning of the Companies Act) or such Security Party by any court of competent jurisdiction
and once passed, the Customer or affiliate(s) or related companies (within the meaning of
the Companies Act) or any Security Party shall fail to satisfy such judgment for a period
of fourteen (14) days from the date of such judgment; or |
| (m) | Litigation: any
litigation, arbitration or administrative proceeding is commenced or threatened against the
Customer or any Security Party which, in the opinion of the Bank may have a Material Adverse
Effect and such proceedings are not set aside within fourteen (14) days; or |
| (n) | Ineffective or Invalid
Provision: any provision of the Letters of Offer or the Security Documents is or becomes,
for any reason, invalid or unenforceable or if any law is brought into effect which purports
to render ineffective or invalid any provision of the Letters of Offer or any Security Documents
which would prevent the Customer and any Security Party from performing its/their respective
obligations under the Letters of Offer or the Security Documents; or |
| (o) | Licence: any
licence, authorisation, approval, consent, order, exemption, registration, filing or notarisation
referred to in Clauses 4.1(e) and 4.1(f) is revoked or withheld or modified or is
otherwise not granted or fails to remain in full force and effect; or |
| (p) | Nationalisation:
the Goods and/or all other property or assets of the Customer or any Security Party shall
be condemned, seized or otherwise appropriated or nationalised and such situation shall remain
unremedied for more than thirty (30) days by any person acting or purporting to act under
the authority of the government, or the Customer or any Security Party shall have been prevented
for a period of more than thirty (30) days from exercising normal managerial control over
all or any substantial part of its property or assets by any such person; or |
| (q) | Moratorium: the
Customer or its affiliates or its related corporations or any of the Security Party enters
into or proposes to enter into, or there is declared by any competent court or authority,
a moratorium (including composition or arrangement) on the payment of indebtedness or other
suspension of payments generally; or |
| (r) | Authorisation:
at any time any authorisation, permit, act, condition, thing, approval, license or consent
required to be done, fulfilled, performed or obtained: |
| (i) | to enable the Customer or any Security Party lawfully to
enter into, exercise its/their rights under and perform the obligations expressed to be assumed by it/them in the Letters of Offer or
any Security Documents; |
| (ii) | to ensure that the obligations expressed to be assumed by
the Customer or any Security Party under the Letters of Offer or any Security Documents are legal, valid and binding; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (iii) | to make this Letter of Offer and any Security Documents admissible
in evidence in Malaysia, is not done, fulfilled, performed or obtained or is withdrawn, modified, suspended, revoked or otherwise ceases
for any reason to remain in full force and effect which in the opinion of the Bank is not capable of remedy; or in the opinion of the
Bank being capable of remedy, is not remedied to the satisfaction of the Bank within fourteen (14) days after receipt by the Customer
or such Security Party of a notice from the Bank specifying the default; or |
| (s) | Ranking: at
any time, the payment obligations of the Customer or any Security Party under this Letter
of Offer and the Security Documents does not rank in all respects prior to all its unsecured
and unsubordinated indebtedness with the exception of indebtedness which, without notarisation,
registration or any other act, is preferred by operation of law; or |
| (t) | Encumbrance: any
Security Interest over the assets of the Customer or any Security Party becomes immediately
enforceable; or |
| (u) | Enforcement: this
Letter of Offer or any of the Security Documents is alleged by the Customer or any Security
Party or any third party, as the case may be, not to be in proper legal form for the enforcement
thereof in the courts of Malaysia; or |
| (v) | Change in Financial
Position: any change or deterioration in the financial position of the Customer or any
Security Party which, in the opinion of the Bank, will have a Material Adverse Effect; or |
| (w) | Security: any
security given in respect of the Banking Facility is, in the opinion of the Bank, in jeopardy;
or |
| (x) | Section 225 of the
Companies Act (Prohibition of Loans to Persons Connected with Directors): the
Customer or any Security Party contravenes Section 225 of the Companies Act; |
| (y) | Repudiation: the
Customer or any Security Party repudiates or terminates this Letter of Offer and the Security
Documents; oг |
| (z) | DCHEQS: any of
the Customer’s account shall be blacklisted by the Dishonoured Cheques Information System;
or |
| (aa) | Death, Insanity and
Bankruptcy: any Security Party who is a natural person or individual dies or becomes
insane or is adjudged a bankrupt; or |
| (bb) | Declared Company:
the Customer or any Security Party is under investigation under the provisions of the Part
V Division 2 Subdivision 1 of the Companies Act (Enforcement of the Act); |
| (cc) | Conduct of Account:
the Customer shall fail to operate its accounts with the Bank in a satisfactory manner; or |
| (dd) | Usage of Banking
Facility: the Customer utilises the Banking Facility for purposes not in accordance with
halal or Shariah permissible activities, |
then, at once or at any time thereafter, the Bank may by written notice
to the Customer, declare the Indebtedness to be immediately due and payable whereupon:
| (i) | the Indebtedness shall become so due and payable together
with profits and commission thereon and any other amounts then payable under the Letters of Offer; |
| (ii) | no further utilisation of the Banking Facility shall be made
and the Banking Facility shall be cancelled; |
| (iii) | the security created by the Security Documents shall immediately
become enforceable; and |
| (iv) | the Bank shall be entitled without further notice to the
Customer to exercise immediately all or any of its rights, powers and remedies under the Letters of Offer and/or under the Security Documents. |
Each of paragraphs (a) to (dd) above is to be
construed independently and no one Event of Default limits the generality of any other Event of Default.
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 6.2 | Rights of Bank on Default |
| |
(a) |
If an Event of Default or if any of the Events of Default shall happen, the Indebtedness and all
other sums payable under this Letter of Offer and the other Security Documents shall (unless otherwise decided by the Bank) become
and be deemed to be, despite anything contained in this Letter of Offer to the contrary, immediately due and payable and whereupon
the Bank shall be entitled immediately to take such action as may be appropriate against the Customer, Including action to sue and
institute by way of civil suit for the recovery of the Indebtedness or any part or parts thereof either before, after or concurrently
with the action to enforce any of the Security Documents and to apply any credit balance standing to any account of the Customer
with any office or branch of the Bank whether in Malaysia or otherwise and in whatever currency towards satisfaction of the Indebtedness.
Any part of the Banking Facility not disbursed or utilised may be cancelled by the Bank with prior written notice. and upon such
cancellation any part of any of the Banking Facility already disbursed or utilised shall become due and immediately payable without
demand despite anything contained in the Security Documents to the contrary. |
| |
(b) |
Despite
the fact that the Bank may not have exercised any remedy available to it immediately on default by the Customer or that it may have
accepted monies from the Customer after such default the Bank shall not be held to have condoned or acquiesced in such default and
may at any time in the future exercise all or any of the remedies available to it and any delay on the part of the Bank in taking
steps to enforce the remedies conferred on and/or available to it by the Security Documents, statute or otherwise shall not be held
to affecting its rights of action in respect thereof. |
| 7. | CHANGES IN CIRCUMSTANCES |
Where
the introduction, imposition or variation of any law, order, regulation or official directive or if applicable, terms and conditions
of the BNM Funded Schemes, CGC Guaranteed Scheme and/or any other schemes or any change in the interpretation or application thereof
by any competent authority makes it apparent to the Bank that it is unlawful or impractical without breaching such law, order, regulation
or official directive for the Bank to maintain, fund or give effect to its obligations under the Banking Facility, the Bank shall with
prior written notice inform the Customer of the relevant circumstances whereupon:
| (a) | any
outstanding obligations of the Bank shall immediately be terminated and cancelled; and |
| (b) | the
Customer shall be obliged to immediately upon demand refund to the Bank all monies released
(if any) together with any other monies covenanted to be paid by the Customer under and in
relation to this Letter of Offer and the Security Documents. |
| 7.2 | Amount:
On paying the Indebtedness under this Clause, the Customer shall pay to the Bank accrued
profit on the Indebtedness together with all other amounts due to the Bank (including any
sum payable under the indemnity contained in Clause 8). |
| 7.3 | Certificates:
Any determination or notification by the Bank concerning any matter referred to in the
above provisions of this Clause 7 shall be duly certified by the manager of the Bank or any
officer of the Bank or computer generated notices issued by the Bank which do not require
signatures for whatever purpose, shall in the absence of obvious error, be binding and conclusive
evidence against the Customer and/or such Security Party as being conclusive evidence of
the Indebtedness in a court of law. |
The
Customer shall fully indemnify the Bank from and against any expense, loss, damage or liability (as to the amount of which the certificate
of the Bank shall, in the absence of obvious error, be conclusive) which the Bank may incur under or in connection with this Letter of
Offer (including the consequence of the occurrence of any Event of Default), save for gross negligence, wilful misconduct, wilful default
or fraud attributable to the Bank. The foregoing indemnity shall extend to any profits, commission, fees or other amounts whatsoever
paid or payable on account of any funds advanced in order to carry any unpaid amount and to any loss (including loss of profit), premium,
penalty or expense which may be incurred in liquidating or employing deposits from third parties acquired to make, maintain or fund the
Banking Facility (or any part of it) or any other amount due or to become due under this Letter of Offer.
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (a) | The currency as set out in the Letters
of Offer (“Contractual Currency”) is the sole currency of account and
payment for all sums payable by the Customer under or in connection with this Letter of
Offer and the Security Documents including damages. |
| (b) | Any amount received or recovered in a currency other than the Contractual Currency (whether as a
result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up of the Customer or
otherwise) by the Bank in respect of the Indebtedness shall only constitute a discharge to the Customer to the extent of the amount
in the Contractual Currency which is able, in accordance with its usual practice, to purchase with the amount so received or
recovered in such other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so). |
| (c) | If that amount referred
to in Clause 8.2(b) above is less than the amount in the Contractual Currency expressed
to be due to the Bank under this Letter of Offer and the Security Documents, the Customer
shall indemnify such party against any loss sustained by such party as a result. In any event,
the Customer shall indemnify the Bank against the cost of making any such purchase. For the
purpose of this Clause 8.2(c), it will be sufficient for the Bank to demonstrate that
it would have suffered a loss had an actual exchange or purchase been made. |
| 8.3 | Indemnities Separate: The foregoing indemnities shall: |
| (a) | constitute obligations of the Customer separate and independent from its other obligations under this
Letter of Offer and the Security Documents; |
| (b) | give rise to separate and independent causes of action against the Customer: |
| (c) | apply irrespective of any indulgence granted to the Customer from time to time; and |
| (d) | continue in full force and effect despite any judgment or order or the filing of any proof or proofs in
the liquidation or dissolution of the Customer for a liquidated sum or sums in respect of amounts due under this Letter of Offer and Security
Documents or under any such judgment or order. |
Any
such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Bank, as the case may be, without any proof of evidence
of any actual loss being required. All indemnities and other reimbursement obligations of the Customer under this Annexure including
this Clause, shall survive the termination of the Banking Facility and the payment of all other amounts under this Annexure.
| 9. | RIGHTS, POWERS AND DISCRETIONS OF THE BANK |
| (a) | perform any of its duties, obligations and responsibilities under this Letter of Offer by or through
its personnel or agents; |
| (b) | refrain from doing anything which would
or might in its opinion be contrary to any law of any jurisdiction or any directive of any
agency of any state or otherwise render it liable to any person and may do anything which
is in its opinion necessary to comply with any such law or directive; |
| (c) | assume that no Events of Default has occurred unless an officer of the Bank, while active on the Account
of the Customer, acquires actual knowledge to the contrary; |
| (d) | rely on any communication or document believed by it to be genuine; |
| (e) | rely as to any matter of fact which might reasonably be expected to be within the knowledge of the
Customer on a statement by or on behalf of the Customer; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (f) | assume that any person notified to it by the Customer as duly authorised to take any action contemplated
by this Letter of Offer remains so authorised until it has received notice to the contrary from the Customer; |
| (g) | by
giving twenty one (21) calendar days’ prior written notice with reason(s) to the Customer,
vary the terms and conditions of the Banking Facility (i) in the event that the Customer
(aa) fails for any reason whatsoever to maintain the accounts with the Bank in a satisfactory
manner; or (bb) fails to make any payment in accordance with Clause 14 of this Letter of
Offer; (ii) for the purposes of conforming with the guidelines on trade financing in force
for the time being; and |
| (h) | at the request of the Customer, grant to the Customer an ad
hoc or temporary facilities on the terms and conditions in this Annexure and subject to such further terms and conditions as may be deemed
necessary for such ad hoc or temporary facilities, including imposition of further security. |
The Customer shall
on demand by the Bank in writing pay, in each case on the basis of a full indemnity to the Bank the amount of all costs and expenses (including
legal fees on a solicitor client basis and out of pocket expenses and any Taxes payable thereon):
| (a) | all fees and expenses (including legal, printing, publicity and out-of-pocket expenses) incurred in
connection with the preparation, negotiation, execution, delivery, stamping, registration (where applicable) or completion of this
Letter of Offer, the Security Documents, any related documents and the Banking Facility; |
| (b) | all
fees and expenses (for its own account) (lncluding legal and out-of-pocket expenses) incurred
in connection with any variation, consent or approval relating to this Letter of Offer, the
Security Documents or any related documents or in connection with the preservation or enforcement
or attempted preservation or enforcement of any of their rights under this Letter of Offer,
the Security Documents or any related documents; |
| (c) | if the Indebtedness or any part of the Indebtedness shall be required to be recovered through any
process of law, or if the said money or any part of the said money shall be placed in the hands of solicitors for collection, the
Customer shall pay (in addition to the monies then due and payable under this Annexure) the Bank’s solicitors' fees (on a
solicitor and client basis) and any other fees and expenses incurred or to be incurred in respect of such collection; and |
| (d) | if the Banking Facility is granted under any Guarantee Scheme which requires a fee to be paid, the
Customer shall pay, via direct debit from its account held at the Bank, the fee paid or payable by the Bank for the issuance and
renewal of the guarantee and any other fee paid or payable in connection with the Guaranteed Scheme. |
| 10.2 | Stamp
duty: The Customer shall pay any stamp, documentary and other similar duties and taxes
to which this Letter of Offer or the Security Documents or any related documents may be subject
or give rise and shall fully indemnify the Bank from and against any expense, damage, loss
or liability which the Bank may incur as a result of any delay or omission by the Customer
to pay any such duties. |
| 11. | RIGHT TO SET OFF : The Customer
irrevocably agrees that the Bank shall, with seven (7) calendar days’ prior written notice
to the Customer, be entitled from time to time to set off any sum of any kind or nature whatsoever
outstanding from or owing or payable by the Customer to the Bank under or pursuant to or
in connection with the Banking Facility or this Letter of Offer or any other Security Documents
to which the Customer is a party (or any of them) against the Bank’s liabilities to the Customer
in respect of any credit balance in any account of the Customer with the Bank and any deposit
of any sums of monies whatsoever by the Customer with the Bank (despite that such deposit
has not or shall not have matured) and any other sums of monies held by the Bank to the order
of the Customer. |
For purposes
of such set-off, the Bank shall be entitled (and is irrevocably authorised by the Customer) in respect of any sums of monies which
are deposited by the Customer with the Bank and held in fixed deposit, to uplift such fixed deposit and in respect of any sums of
monies standing to the credit of the Customer with the Bank which are denominated in currency other than Ringgit Malaysia, to
convert such monies to Ringgit Malaysia at the Bank’s own rate of exchange then prevailing or at such rate of exchange then
available to the Bank.
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 12. | DISTRIBUTION OF PROCEEDS |
| 12.1 | Distribution of Proceeds |
After this
Letter of Offer and the Security Documents becomes enforceable by the Bank, all monies and other property held or received
by the Bank under any of the Security Documents and the proceeds of any realisation of such of the undertaking, property, assets,
revenues and rights of the Customer and/or the Security Document mortgaged, charged or assigned by or pursuant to any of the
Security Documents shall (subject to the payment of debts which by law have priority) be applied:-
| (a) | first, in payment of any costs, charges, fees, expenses and liabilities incurred by the Bank and
every receiver, attorney, agent, delegate or other person appointed by the Bank under any of the Security Documents or this Letter
of Offer in the execution or purported execution of any of the Security Documents or in the performance of any duties or the
exercise of any powers vested in it or him; |
| (b) | second, in or towards payment of the liabilities of the Customer in respect of the Indebtedness (other
than the principal and any profit thereon), as the case may be, due to the Bank; |
| (c) | third, in or towards payment of all profits
(including compensation that does not fall under Clause 14 of this Letter of
Offer (if any) which has accrued on the Indebtedness to the date of such application then
due to the Bank; |
| (d) | fourth, in or towards payment of the principal in the Indebtedness then due to the Bank; and |
| (e) | fifth, in or towards payment of compensation Clause 14 of this Letter of Offer which has accrued
on the Indebtedness to the date of such application then due to the Bank; |
and the
surplus (if any) after the payment in full of all liabilities of the Customer under this Letter of Offer and the Security Documents
shall be paid to or to the order of the Customer or such other person for the time being entitled thereto.
In the event
that the proceeds realised by the Bank from the enforcement of this Letter of Offer and the Security Documents are insufficient or appears
to be insufficient to settle in full the Indebtedness due from the Customer to the Bank it is agreed that, despite the provisions of (a)
to (e) above, the Bank may at its discretion apply such proceeds in whatever manner as it deems fit.
| 12.2 | Distribution of Proceeds for the Banking Facility under the Guaranteed Scheme |
After this Letter
of Offer and the Security Documents becomes enforceable by the Bank, all monies and other property held or received by the Bank under
any of the Security Documents and the proceeds of any realisation of such of the undertaking, property, assets, revenues and rights of
the Customer and/or the Security Document mortgaged, charged or assigned by or pursuant to any of the Security
Documents shall (subject to the payment of debts which by law have priority) be applied:-
| (a) | first,
in payment of any costs, charges, fees, expenses and liabilities incurred by the Bank and
every receiver, attorney, agent, delegate or other person appointed by the Bank under any
of the Security Documents or this Letter of Offer in the execution or purported execution
of any of the Security Documents or in the performance of any duties or the exercise of any
powers vested in it or him; |
| (i) | where the GOM Guarantee and or the CGC Guarantee has been called and GOM and/or CGC has paid to
the Bank the guaranteed payment, in or towards payment to GOM and/or CGC and the Bank in the sum proportionate to their respective
exposure under the Banking Facility; |
| (ii) | where
the GOM Guarantee and or the CGC Guarantee has yet to be called by the Bank or where the
GOM Guarantee and/or the CGC Guarantee has been called, but guaranteed payment yet to be
paid to the Bank; |
| (1) | in or towards payment of the liabilities of the Customer
in respect of the Indebtedness (other than the principal and any profit thereon), as the case may be, due to the Bank; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (2) | in or towards payment of all profits (including compensation that does not fall under Clause 14
of this Letter of Offer (if any) which has accrued on the Indebtedness to the date of such application then due to the Bank; |
| (3) | in or towards payment of the principal in the Indebtedness then due to the Bank; |
| (4) | in or towards payment of compensation under Clause 14 of this Letter of Offer which has accrued
on the Indebtedness to the date of such application then due to the Bank |
and the
surplus (if any) after the payment in full of all liabilities of the Customer under this Letter of Offer and the Security Documents
shall be paid to or to the order of the Customer or such other person for the time being entitled thereto.
In the
event that the proceeds realised by the Bank from the enforcement of this Letter of Offer and the Security Documents are
insufficient or appears to be insufficient to settle in full the Indebtedness due from the Customer to the Bank it is agreed that,
despite the provisions of (a) to (b) above, the Bank may at its discretion apply such proceeds in whatever manner as it deems
fit.
| 12.3 | Deficiency in Proceeds of Sale: If the amount realised by the Bank pursuant to this Letter of
Offer and the Security Documents after deducting any payment from the amount so realised of all fees, dues, costs, rates, taxes and
other outgoings arising out of or occasioned by such realisation is less than the amount due to the Bank, the Customer shall pay to
the Bank on demand the difference between the amount due and the amount so realised and until payment will also pay to the Bank the
cost to the Bank (as determined and notified by the Bank which determination shall, save for any obvious error be conclusive and
binding on the Customer) including profit payable by the Bank on account of or in respect of any funds financed or deposits from
third parties in order to maintain or carry the amount of such difference and calculated up to the date of payment as well after as
before judgment. |
| 12.4 | Concurrent Proceedings : Despite any provision of this Letter of Offer, it is expressly
agreed that upon default or breach by the Customer or any Security Party of any term, covenant, stipulation and/or undertaking
provided in this Letter of Offer and/or contained in the Security Documents and on the part of the Customer or any Security Party to
be observed and performed, the Bank shall have the right to exercise all or any of the remedies available whether by this Letter of
Offer, the Security Documents or by statute or otherwise and shall be entitled to exercise such remedies concurrently to recover all
monies due and owing to the Bank in any order of priority. |
| 12.5 | Subrogation:
Where the Banking Facilities are granted pursuant to the Guaranteed Scheme offered by the Guaranteeing Authorities and subsequently
the Guaranteeing Authorities exercise their right of subrogation, the Customer irrevocably agrees and acknowledges that all the
Bank’s rights or claims against the Customer which are available under this Letter of Offer or any of the Security Documents
are assigned to and will be subrogated to the Guaranteeing Authorities upon the Guaranteeing Authorities making the payment to the
Bank under the Guaranteed Scheme. |
| 13.1 | The Bank may, unless it is to the detriment of the Customer, assign its rights under this Letter of
Offer or the Security Documents or any part of this Letter of Offer or Security Documents and/or transfer its obligations under this
Letter of Offer or any part this Letter of Offer (at the cost and expense of that Bank), subject to the terms of this Letter of
Offer, and:- |
| (a) | for this purpose may disclose to a potential assignee or transferee
or any other person who derives or may derive rights or obligations under or by reference to this Letter of Offer or the Security
Documents, such information about the Customer as shall have been made available to the Bank generally; |
| (b) | where the Bank transfers its obligations or any part of its
obligations, the Customer shall execute such documents as are reasonably necessary to release the Bank to the extent of the transfer
and join the transferee as a party to this Agreement; and |
| (c) | the Customer shall continue to deal solely with the transferee with respect to payments, notices and
other matters relating to the administration of the Letters of Offer. |
| 13.2 | The
Customer shall not assign, novate or purport to assign or novate any of its rights or transfer
any of its obligations under this Letter of Offer without the prior written consent of the
Bank. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 14.1 | Payment
Free from Deduction |
| (a) | All payments required to be made to the Bank under the Letters
of Offer shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim and in immediately
available and transferable funds for good value on the due date or dates thereof. |
| (b) | All payments shall be made by the Customer to the Bank at the place of business of the Bank or at
any other address in Malaysia acceptable to the Bank or which the Bank may specify in writing from time to time without deduction
for and free from any Taxes unless the Customer is compelled by law to make any such deduction or withholding. |
| (c) | The Customer shall
pay all stamp, registration, notarial and other Taxes or fees which the Commodity Murabahah
via Tawarruq Transaction Documents or any other documents in respect of the Banking Facility,
or any judgment given in connection with any such document is, or at any time may be, subject
to. |
| (d) | All professional fees. Taxes, and out-of-pocket expenses incurred and any other fees, expenses or
recourse in respect of the Banking Facility shall be borne by the Customer. |
| 14.2 | Time of Payment and Currency: (a) Other than as set out in this Letter of Offer or as
notified by the Bank otherwise, any payment which is due to be made on a day that is not a Business Day shall be made on the
succeeding Business Day in the same calendar month but in the event the due date for payment falls in the next month, then the
payment shall be made on or the preceding Business Day. (b) Ringgit Malaysia is the currency of account and payment for any sum due
under any of the Banking Facility, |
| 14.3 | Payment by Standing Instruction: |
| (a) | The parties may agree to make payment via standing instruction upon which event, the Customer
authorises the Bank by way of standing instructions to debit the account an amount sufficient to pay any outstanding amount due
under the Banking Facility to the Bank. |
| (b) | For the above stated purpose, the Customer undertakes that it shall at all times maintain in the
Account an amount sufficient to pay any outstanding payment due to the Bank. |
| 14.4 | Withholdings: All payments by the Customer under this Letter of Offer, whether in respect of
profits, commission, fees or any other amount, shall be made in full without any deduction or withholding (whether in respect of set
off, counterclaim, duties, taxes, profits or otherwise whatsoever) unless the deduction or withholding is required by law, in which
event the Customer shall: |
| (a) | ensure that the deduction or withholding does not exceed the minimum amount legally required; |
| (b) | immediately pay to the Bank such additional amount so that the net amount received by the Bank will
equal the full amount which would have been received by it had no such deduction or withholding been made; |
| |
(c) |
pay to the relevant taxation or other authorities
within the period for payment permitted by applicable law the full amount of the deduction or withholding (including, but without affecting
the generality of the foregoing), the full amount of any deduction or withholding from any additional amount paid pursuant to this Clause
14.4; and |
| (d) | furnish to the Bank, within the period for payment permitted
by applicable law, either: |
| (i) | an official receipt of the relevant taxation authorities in
respect of all amounts so deducted or withheld as aforesaid; or |
| (ii) | if such receipts
are not issued by the relevant taxation authorities on payments to them of amounts so deducted
or withheld, a certificate of deduction or equivalent evidence of the relevant deduction
or withholding. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 14.5 | lrrevocable
Right to Debit Account |
| (a) | In furtherance of Clause 14.3(a) above, if required under the Letters of Offer, the Customer
shall open and maintain an Account with the Bank and the Customer irrevocably and unconditionally authorises the Bank to debit the
Account for: |
| (i) | the Indebtedness and any payment due under the Banking Facility; and |
| (ii) | all expenses, duties, fees and other sums due and payable
arising from the Banking Facility including those incurred in the enforcement of the security provided in relation to the Banking Facility, |
| (b) | Despite the above stated clause, no such debiting shall be deemed to be payment of the amount due
(except to the extent of any amount in credit in the Customer’s Account) or shall be deemed to be a waiver of an Event of
Default. |
| 15.1 | Evidence of lndebtedness:
In any proceeding relating to this Letter of Offer, a statement as to any amount due to the
Bank under this Letter of Offer which is certified as being correct by an officer of the
Bank shall, unless otherwise provided in this Letter of Offer, save for obvious error, be
conclusive evidence that such amount is in fact due and payable. |
| 15.2 | Certificate conclusive: A certificate by the Bank as to any sum payable to it under this
Letter of Offer and any other certificate. determination, notification or opinion of the Bank provided for in Letter of Offer shall,
in the absence of obvious error, be final and binding on the parties or a statement of account in writing stating the amount payable
by the Customer or any Security Party under Letter of Offer or under the Banking Facility duly certified by the manager or any
officer of the Bank or computer generated notices issued by the Bank which do not require signatures for whatever purpose, shall in
the absence of obvious error, be binding and conclusive evidence against the Customer and/or such Security Party as being conclusive
evidence of such indebtedness in a court of law. |
| 15.3 | Rights cumulative waivers: The rights,
powers and/or remedies of the Bank under Letter of Offer are cumulative, may be exercised
as often as the Bank considers appropriate and are in addition to the Bank’s rights,
powers and remedies under the general law. The rights, powers and/or remedies of the Bank
in relation to the Banking Facility (whether arising under Letter of Offer or under the general
law) shall not be capable of being waived or varied otherwise than by an express waiver or
variation in writing by the Bank; and in particular. |
| (a) | any failure to exercise or any delay in exercising any of such rights, powers and/or remedies shall
not operate as a waiver or variation of that or any other such right, power and/or remedy; |
| (b) | any defective or partial exercise of any of such rights, powers
and/or remedies shall not preclude any other or further exercise of that or any other such right, power and/or remedy; and |
| (c) | no act or course of
conduct or negotiation on the Bank’s part or on its behalf shall in any way preclude
it from exercising any such right, power and/or remedy or constitute a suspension or any
variation of any such right, power and/or remedy. |
| 15.4 | Suspense Account: Any money received under this Letter of Offer may be placed and kept to the
credit of a non-income bearing suspense account for so long as the Bank thinks fit up to a maximum period as allowed under the
internal policy of the Bank without any obligation in the meantime to apply the same or any part of the money received in or towards
discharge of any money or liabilities due or incurred by the Customer to the Bank. Despite any such payment in the event of any
proceedings in or analogous to bankruptcy, liquidation, composition, judicial management, or arrangement, the Bank may prove for and
agree to accept any dividend or composition in respect of the whole or any part of such money and liabilities in the same manner as
if the security created pursuant to this Letter of Offer had not been created. |
| 15.5 | All payment
received to be payment in gross: All monies received from or on account of the Customer
or from any other person (including any surety) or from the realisation of the security created
by Letter of Offer and the Security Documents or any security or otherwise for the purpose
of being applied in the reduction of the account of the Customer or of the monies covenanted
to be paid as provided above shall be treated for all purposes as payments in gross and not
as appropriated or attributable to any specific part or item of the said monies covenanted
to be paid even if appropriated thereto by the Bank. All securities now or at any time held by
the Bank shall be treated as security for the said general balance. The Customer or any other
person or persons claiming under the Customer shall have no claim to such securities or to
any part of such securities or any interest in such securities unless and until the Bank has
received the full amount owing to the Bank by the Customer. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 15.6 | Reconstruction of Customer, Security Party and Bank: The security, liabilities and or
obligations created by Letter of Offer shall continue to be valid and binding for all purposes whatsoever despite any change by
amalgamation, reconstruction or otherwise which may be made in the constitution of the Bank or the Customer and/or the Security
Party. It is expressly declared that no change of any sort whatsoever in relation to or affecting the Customer shall in any way
affect the security, liabilities and or obligations created under this Letter of Offer to any transaction whether past present or
future. |
| 15.7 | Time: Time shall
be the essence of but no failure or delay on the part of the Bank in exercising nor any omission
to exercise any right, power, privilege or remedy accruing to the Bank under Letter of Offer
or any of the other Security Documents shall impair any
such right, power, privilege or remedy or be construed as a waiver thereof or an acquiescence
in such default, nor shall any action by the Bank in respect of any
default or any acquiescence in any such default, affect or impair any right, power,
privilege or remedy of the Bank in respect of any other or subsequent default. |
| 15.8 | Notices & Service
of Legal Process |
Any
notice or communication or demand required or permitted to be given or made by one of the parties to the other (whether under
this Letter of Offer or otherwise) shall be in writing and in the case of the Bank shall be under the hand of its manager or duly
authorised officer or a solicitor or firm of solicitors purporting to act for the Bank and addressed to the respective addresses
of the parties specified in this Letter of Offer or to such other address as may be notified in writing by either Party to the other
from time to time or in the case of the Customer to the registered office or to the usual or the last known address or place of
business of the Customer.
The notices or communications
or demands are deemed delivered (unless there is contrary evidence that such notice or communication or demand was in fact not
received):
| (i) | in the case of delivery by hand, when so delivered; |
| (ii) | in the case of a letter, after the expiration of three (3)
Business Days from the date it was posted; |
| (iii) | in the case of a telex on the Business Day immediately after
transmission; |
| (iv) | in the case of facsimile, at the time the transmission report
Is received by the sender which purports to confirm that the addressee has received such facsimile;
and |
| (v) | in the case of electronic mail, at the time when actually received in readable form. |
In the case
of any instruction, notice or communication from the Customer made by facsimile to the
Bank, the Customer shall indemnify the Bank against any claim, loss and liability arising from the Bank relying upon such
instruction, notice or communication.
| (b) | Service of Legal Process: |
| (i) | The service of any Legal Process may be given by prepaid registered or ordinary post sent to the
respective address of the parties and such Legal Process shall be deemed to have been duly served (unless there is contrary evidence
that such Legal Process was in fact not received) after the expiration of five (5) days from the date it is posted and if delivered
by hand, on the day it was delivered. |
| (ii) | No change in the address for service howsoever brought about shall be effective or binding on either
party unless that party has given to other actual notice of the change of address for service and nothing done in reliance of
sub-section (a) above shall be affected by any subsequent change in the address for service over which the other party has no actual
knowledge of at the time the act or thing was done or carried out. |
| 15.9 | If any of the provision of this letter becomes invalid, illegal or unenforceable in respect of any
law, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. |
| 15.10 | Imposition of Terms by BNM: The utilisation of the Banking Facility shall at all times be
subject to all terms, rules, directives and regulations as may be imposed by BNM or such other authority having jurisdiction over
the Bank from time to time. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 15.11 | Non-Infringement
of IFSA and the BNM Guidelines on Credit Transaction and Exposure with Connected Parties
for Islamic Banks (“Guidelines”): The consent of the Bank to make or continuing
to make available the Banking Facility is conditional upon and subject at all times to the
representation of the Customer that the IFSA and the Guidelines are not infringed. If at
any time during the tenure of this Letter of Offer and the Security Documents the Bank discovers
that there had been infringement of the IFSA and the Guidelines or that the continued performance
of this Letter of Offer and the Security Documents shall be a violation of the IFSA and the
Guidelines, the Bank is entitled to immediately exercise all of its rights contained in Clause
6 in this Annexure. In addition, the Customer agrees that the restrictions contained
in the IFSA and the Guidelines shall also apply to the RHB Banking Group and any infringement
shall entitle the Bank to exercise all its rights contained in Clause 6 in this Annexure. |
| 15.12 | Independent Payment Obligations: It is expressly agreed and declared by the Customer that
each of its obligations to pay under any of the provision of Letter of Offer, or where appropriate, any of the Security Documents
constitute separate and independent obligations, and shall |
| (a) | give rise to separate and independent sources of action; |
| (b) | apply irrespective of any waiver or indulgence granted by
the Bank in respect of any other obligation; |
| (c) | remain in full force and effect despite any judgment, order, claim or proof for a liquidated amount
in respect of some other obligation, |
and may be relied
upon and enforced by the Bank independently of or simultaneously with or without having to commence any other action under such obligations
or under any of the Security Documents or having first exhausted any remedy or having first sold or disposed of any assets, properties
or undertaking which may be provided as security to the Bank from time to time.
| 15.13 | Condition of Discharge or Release of Customer: Any settlement between the Bank and the
Customer shall be conditional upon no security or payment to the Bank by the Customer or any Security Party or any other person
being invalidated for any reason whatsoever or being avoided or refused or set aside by virtue of any provision or enactment or laws
relating to voluntary arrangement, judicial management, scheme of compromise or arrangement, reconstruction and amalgamation,
bankruptcy, insolvency or liquidation for the time being or from time to time in force or by virtue of any obligation to
give effect to any preference or priority and the Bank shall be entitled to recover the value or amount of any such security or
payment from the Customer subsequently as if such
settlement or discharge had not occurred. |
| 15.14 | Defects in Powers: Where any monies are owing and secured by Letter of Offer or any Security
Documents, they shall be deemed to be so owing and so secured despite any defect, informality or insufficiency in the powers of the
Customer or any Security Party or in the exercise thereof which might have a defence as between the Customer or such Security Party
and the Bank. |
| 15.15 | Dishonoured Cheques
Information System: The Bank reserves the right to close the Customer’s current
account with the Bank immediately upon the Customer’s current account being blacklisted
by the Dishonoured Cheques Information System. The Bank shall also be entitled to exercise
its rights contained in Clause 6 of this Annexure and to recall the Banking Facility
in the event any of the Customer’s account is blacklisted. |
| 15.16 | Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of
Unlawful Activities Act 2001 (Act 613) (“AMLA”) |
The Customer and/or Security Party hereby:-
| 15.16.1 | represents and warrants to, and undertakes with, the Bank
that:- |
| (a) | it has not engaged, and shall not at any time engage, directly
or indirectly, in a transaction that involves proceeds of an unlawful activity or instrumentalities of an offence; |
| (b) | it has not acquired, received, possessed, disguised, transferred,
converted, exchanged, carried, disposed of or used, and shall not at any time acquire, receive, possess, disguise, transfer, convert,
exchange, carry, dispose of or use, proceeds of an unlawful activity or instrumentalities of an offence |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (c) | it has not removed from or brought into Malaysia, and shall
not at any time remove from or bring into Malaysia, proceeds of an unlawful activity or instrumentalities of an offence; and |
| (d) | it has not concealed, disguised or impeded, and shall not
at any time conceal, disguise or impede, the establishment of the true nature, origin, location, movement, disposition, title of, rights
with respect to, or ownership of, proceeds of an unlawful activity or instrumentalities of an offence; |
In this respect:-
“instrumentalities of an offence” means:-
| (a) | any thing which is used in, or in connection with, the commission
of any unlawful activity; or |
| (b) | any property which is wholly or partly used in, or in connection
with, the commission of any unlawful activity, whether the thing or property is situated within or outside Malaysia. |
“proceeds of an unlawful activity”
means any property, or any economic advantage or economic gain from such property, within or outside Malaysia:-
| (a) | which is wholly or partly:- |
| (i) | derived or obtained, directly or indirectly, by any person
from any unlawful activity; |
| (ii) | derived or obtained from a disposal or other dealings with
the property referred to in subparagraph (i); or |
| (iii) | acquired using the property derived or obtained by any person
through any disposal or other dealings referred to in subparagraph (i) or (ii); or |
| (b) | which, wholly or partly, due to any circumstances such as
its nature, value, location or place of discovery, or to the time, manner or place of its acquisition, or the person from whom it was
acquired, or its proximity to other property referred to in subparagraph (a)(i), (ii) or (iii), can be reasonably believed to be property
falling within the scope of subparagraph (a) (i), (ii) or (iii); |
“property” means:-
| (a) | assets of every kind, whether corporeal or incorporeal, moveable
or immovable, tangible or intangible, however acquired; or |
| (b) | legal documents or instruments in any form, including electronic
or digital, evidencing title to, or interest in, such assets, including currency, bank credits, deposits and other financial resources,
traveller’s cheques, bank cheques, money orders, capital market products, drafts and letters of credit, whether situated within or outside
Malaysia, and includes a legal or equitable interest, whether full or partial, in any such property; |
“unlawful activity” means:-
| (a) | any activity which constitutes any serious offence or any
foreign serious offence; or |
| (b) | any activity which is of such a nature, or occurs in such
circumstances, that it results in or leads to the commission of any serious offence or any foreign serious offence, |
regardless whether such activity, wholly or partly, takes place within
or outside Malaysia;
“serious offence” means:-
| (a) | any of the offences specified in the Second Schedule of AMLA; |
| (b) | an attempt to commit any of those offences; or |
| (c) | the abetment of any of those offences; |
“transaction” includes
an arrangement to open an account involving two or more persons and any related transaction between any of the persons concerned and
another;
| 15.16.2 | acknowledges and agrees with the Bank that:- |
| (a) | the Bank is obliged to comply with all applicable laws, regulations,
directives, policy documents, guidelines, practice directions, sanctions, industry standards and practices and other requirements, including
the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, the Strategic Trade Act 2010 and the
Islamic Financial Services Act 2013, to which the Bank as a licensed Islamic financial institution may from time to time be subject to
(collectively, “Regulatory Requirements”); |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (b) | the Bank shall be entitled to do or refrain from doing any
act or thing, for compliance with the Regulatory Requirements; |
| (c) | if the Bank is of the opinion that any event or circumstance
(whether related or not), which would make it unlawful or illegal for the Bank to approve the application for the facilities or to grant
or make available of, or to disburse any funds under, the facilities, has occurred or arisen, or the approval of the application for
the facilities or the granting or making available of, or the disbursement of any funds under, the facilities would contravene any of
the Regulatory Requirements (in whole or in part), including limitation the Bank’s receipt of any alert or positive name match from the
relevant checks conducted on the Customer and any related third party involved in the underlying transaction(s) (including the vendor/developer/promoter/agent/trustee/supplier to whom any funds under the facilities are to be disbursed) by the Bank pursuant to the
Regulatory Requirements, then, despite anything to contrary contained in this Agreement, the Bank shall, at any time with prior notice,
be entitled to:- |
| (i) | reject the Customer’s application and do all such acts and
things as may be necessary to comply with the Regulatory Requirements; and/or |
| (ii) | with prior written notice to the Customer, suspend the facilities,
or cancel the facilities and terminate its relationship with the Customer, and do all such acts and things as may be necessary to comply
with the Regulatory Requirements. If the facilities are cancelled/terminated by the Bank pursuant to the Bank’s compliance to the Regulatory
Requirement:- |
| (aa) | the Indebtedness shall immediately become due and payable; |
| (bb) | the security created under the Security Documents shall immediately
become enforceable; |
| (cc) | no utilisation or further utilisation of the facilities shall
be allowed by the Customer; and |
| (dd) | the Bank shall be entitled to exercise all or any of its
rights and remedies available to it under the Facilities Agreement, the Security Documents, the applicable laws or otherwise: |
| (d) | it shall provide all such documents and information as the
Bank may require (at all times during the term of the business relationship) for the purposes of complying with the Regulatory Requirements. |
| (e) | the Bank shall be entitled to freeze and/or seize the Facilities
under its control or due from any source to it, pursuant to order(s) from enforcement agency(ies) until such further notice (revocation
order) is received from the said enforcement agency or the cease of the order (whichever the first); or unless there is a variation order. |
| 15.16.3 | undertakes and agrees with the Bank that:- |
| (i) | it will at all times observe with the Bank’s steps in undertaking
their obligations towards complying with the Regulatory Requirements; |
| (ii) | it will be fully liable if found to have contravened the
Regulatory Requirements causing legal repercussion to the Bank due to its actions; and |
| (iii) | it understand that any breach(es) due to AMLA and sanction
requirements are non-negotiable. |
| 15.17 | Successors and Assigns: Letter of Offer shall
be binding upon the successors in title and assigns of the Customer and successor in title
and assigns of the Bank. |
| 15.18 | Force Majeure: The Bank shall not be liable
for any failure in performing any of its obligations under this Letter of Offer or any claim
in respect of any loss, damage or injury to earnings, profit, goodwill or business caused
directly or indirectly or other fault if such failure, loss, damage or other fault is caused
by circumstances beyond the reasonable control of the Bank including any fire, earthquake,
flood, epidemic, accident, explosion, casualty, lockout, riot, civil disturbance, act of
public enemy, natural catastrophe, embargo, war or act of God, save and except where such
defect is attributable to the Bank’s gross negligence, wilful misconduct, wilful default
or fraud. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 15.19 | Right of Bank to Consolidation: The Bank shall have the right to consolidate any or all
accounts of the Customer with the Bank, such rights to be exercised at the Bank’s discretion and it is expressly agreed and
declared that this Letter of Offer shall not be satisfied except on payment by the Customer of not only all the Indebtedness but
also all monies secured by any other Letters of Offers, agreements or security created by the Customer in favour of or vested in the
Bank to secure the Banking Facility. |
| (a) | Execution of Security Documents: For better securing
the Indebtedness, and all other monies due and/or payable by the Customer under this Letter of Offer, the Customer covenants with the
Bank that it shall on or before the execution of this Letter of Offer or at such other time as may be acceptable to the Bank, provide
or cause to be provided the Security Documents and shall execute and/or cause Security Party to execute in favour of and deliver to the
Bank the Security Documents in form and substance acceptable to the Bank and do or cause to be done all acts and things in order to perfect
the securities thereunder and upon the terms and conditions contained in the relevant Letter of Offer as the Bank may require. |
| (i) | The security created under this Letter of Offer is expressly
intended to be and shall be a continuing security for the payment of the Indebtedness now or in the future and from time to time payable
to the Bank by the Customer whether alone or jointly and severally with another or others and whether as principal or surety regardless
that the Customer may at any time cease to be indebted to the Bank for any period or periods. |
| (ii) | This Letter of Offer shall not affect any security already
given by the Customer to the Bank or any security which may in the future be given to the Bank whether the same be for securing payment
of the Indebtedness or any other monies covenanted to be paid under this Letter of Offer or whether it is taken as additional or collateral
security or otherwise howsoever. |
| (c) | Covenant to Provide Further Security: |
| (i) | The Customer shall at any time if and when required by the
Bank so to do execute or cause to execute in the Bank’s favour or as the Bank shall direct such legal or other mortgages, charges, assignments,
transfers or agreements as the Bank shall require of and on all the Customer’s estate, right, title and interest in any property or assets
or business now belonging to or which may hereafter be acquired by or belong to the Customer (including any Vendor’s lien) and the benefit
of all licences held in connection therewith to secure all monies and liabilities agreed to be paid or intended to be secured, such mortgages,
charges, assignments, transfers or agreements to be prepared by or on the Bank’s behalf at the Customer’s cost and to contain all such
terms and conditions for the Bank’s benefits as the Bank may reasonably require. |
| (ii) | In furtherance of
Clause 15.20(a), the Bank may require the Customer to deposit with the Bank the documents
of title of any or all immovable properties vested in the Customer for any tenure and all
or any debentures, shares, stocks or other investments or securities registered in the Customer’s
name or otherwise belonging to the Customer. Such deposit may be by way of collateral security
for the payment of the monies and liabilities secured and may also or otherwise be for the
purpose of securing any other monies owing to the Bank and not secured by this Letter of
Offer. |
| (d) | The Bank’s Other Securities: Nothing contained in this
Letter of Offer shall affect any lien to which the Bank is entitled or any other securities which the Bank may at any time or from time
to time hold for or on account of the monies secured by this Letter of Offer nor shall anything contained in this Letter of Offer operate
so as to merge or otherwise affect any guarantee, mortgage, charge, lien or other security which the Bank may for the time being have
for any money intended to be secured or any right or remedy of the Bank under this Letter of Offer. |
| (e) | Modification and Indulgence: The Bank may at any time
without in any way affecting the security created: |
| (i) | give twenty one (21) calendar days’ prior written notice
with reason(s) to determine vary modify restructure reduce or increase the Banking Facility or any financing, credit or other facility
granted to the Customer and may open and/or continue any account or accounts current or otherwise for the Customer at any of the Bank’s
branch or branches; |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (ii) | grant to the Customer or Security Party or other person any
time or indulgence: |
| (iii) | renew any of the Bank’s bill, notes or other negotiable securities; |
| (iv) | give twenty one (21) calendar days’ prior written notice
with reason(s) deal with exchange release or modify or abstain from perfecting or enforcing any securities or guarantees or rights it
may now at any time hereafter of from time to time have from or against the Customer or Security Party or any other persons; and |
| (v) | enter into any deed of composition with the Customer or any
of the Security Party or any other person. |
Unless the Customer notifies the Bank in writing during the notice
period that the Customer disagrees with the modification or indulgence, the above modification or indulgence shall be deemed to become
effective and shall be read and construed as if such modification or indulgence had been incorporated in and formed part of the terms
in this Agreement at the date of this Agreement.
| 15.21 | Environmental Matters |
| 15.21.1 | It is agreed that the Customer and/or each Security Party: |
| (a) | shall comply with any
applicable law, directive, regulation, request or requirement relating to any Environmental
Matter, including but not limited to the Environmental Quality Act 1974 and its Regulations
and Orders and the Guidelines on Climate Change and Principle-based Taxonomy issued by BNM
(“Environmental Law”); |
| (i) | obtain, maintain and ensure compliance with all requisite
authorizations, permits, licenses and any other approvals required; and |
| (ii) | file all notifications, reports and assessments for the operation
of the business of the Customer and/or each Security Party applicable to any of them or to any of the properties owned, used or occupied
by any of them, |
which are required under any Environmental Law in any jurisdiction
in which the Customer and/or each Security Party conducts business, and which if not obtained, maintained, complied with or filed, may
have a Material Adverse Effect; and
| (c) | shall implement procedures to monitor compliance with and
to prevent liability under any Environmental Law applicable to any of them or to any of the properties owned, used or occupied by any
of them. |
| 15.21.2 | The Customer and/or each Security Party represents and warrants
that: |
| (a) | there are no claims, actions, proceedings, fines, penalties,
Taxes, losses, damages, costs, expenses, demands and liabilities relating to any Environmental Matter which may have a Material Adverse
Effect; and |
| (b) | none of them have received any notice of nor are they aware
of any basis for any claims, actions, proceedings, fines, penalties, Taxes, losses, damages, costs, expenses, demands and liabilities
relating to any Environmental Matter which may have a Material Adverse Effect. |
| (a) | The Customer shall pay any stamp, documentary and other similar
duties and Taxes to which this Letter of Offer or the Security Documents or any related documents may be subject or give rise and shall
fully indemnify the Bank from and against any expense, damage, loss or liability which the Bank may incur as a result of any delay or
omission by the Customer to pay any such duties. |
| (b) | If from time to time or at any time and always subject to
Shariah compliance: |
| (i) | the maximum aggregate principal amount of the Banking Facility
is or shall be increased above the maximum aggregate principal amount for which the Letters of Offer (and/or as the case may be, any
other Security Documents) is/are or shall have been duly stamped (on an ad valorem basis) at that time or for the time being; or |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (ii) | the total of amount due to the Bank under or pursuant to
the Banking Facility and/or the Security Documents or which are or may be or become outstanding or due from or owing or payable by the
Customer to the Bank under or in connection with the Banking Facility and/or the Security Documents from time to time or at any time
exceeds the maximum aggregate principal amount for which this Letter of Offer (and/or as the case may be, any other Security Document(s)
is/are or shall been duly stamped (on an ad valorem basis) at that time or for the time being. |
the Bank shall be entitled, withprior notice or reference
to or consent from the Customer, upstamp the Letters of Offer and/or any other Security Documents, whereupon the amount in respect of
which additional stamp duty on an ad valorem basis is or shall be paid and endorsed on the Letters of Offer and/or any other Security
Document(s) as aforesaid (together with Murabahah Profit, compensation (ta’widh), Brokerage Fee and all other amounts payable by the
Customer to the Bank under the Letters of Offer and the Security Documents (whether in connection with the Deferred Sale Price, fees,
costs, expenses or otherwise) howsoever shall henceforth form part of the Indebtedness and be secured by this Letter of Offer and the
other Security Documents. Additional stamp duty as aforesaid shall be paid or reimbursed (as the case may be) by the Customer to the
Bank on demand, and until such payment or reimbursement shall also form part of the Indebtedness and be secured by this Letter of Offer
and the other Security Documents.
| 15.23 | Stamping: IT IS AGREED AND DECLARED that
the Letters of Offer and the Security Documents and all the other agreements in relation
thereto are instruments employed in one transaction to secure the Banking Facility at any
time or from time to time up to the principal sum or aggregate of the principal sums stated
in the Letters of Offer and all other monies as covenanted to be paid by the Customer to
the Bank and for the purpose of Section 4(3) of the Stamp Act 1949 (Revised and Consolidated
in 1989) this Letter of Offer is deemed to be the principal instrument and the other Security
Documents are the subsidiary instruments. |
| 15.24 | English language: All notices or communications
under or in connection with this Letter of Offer shall be in the English language or, if
in any other language, accompanied by a translation into English. |
| 15.25 | Governing Law: This Letter of Offer together
with the Annexures is governed by, and shall be construed in accordance with, the laws of
Malaysia. |
| 15.26 | Jurisdiction: Each of the parties to this
Letter of Offer irrevocably agrees for the benefit of the Bank that the courts of Malaysia
shall have jurisdiction to hear and determine any suit, action or proceeding and to settle
any disputes which may arise out of or in connection with this Letter of Offer and for such
purposes, irrevocably submits to the jurisdiction of such courts. |
| 16. |
MALAYSIAN ANTI-CORRUPTION COMISSION ACT 2009 (“MACC ACT”) |
| 16.1 | The Customer and Security Party are required to read and
understand the anti-corruption policies and procedures of the Bank that are available on the Bank website at www.rhbgroup.com. The Customer
and Security Party will be notified by the Bank of any amendments or revisions to the anti-corruption policies and procedures of the
Bank, and the Customer and Security Party are required to read and understand such amendments or revision, which will be made available
on the Bank website. If the Customer or Security Party do not understand the policies, procedures or any related updates, the Customer
or Security Party may contact RHB’s Group Integrity & Governance Division. |
| 16.2 | The Customer and the Security Party each represent and warrant
to the Bank that it is in compliance with all the relevant laws, regulatory requirements and the anti-corruption policies and procedures
of the Bank, including all anti-corruption and anti-bribery laws and regulatory requirements, and will at all times remain in compliance
with all such laws, regulatory requirements and the anti-corruption policies and procedures of the Bank. The Customer and the Security
Party each agree that they will co-operate with the Bank to complete any verification exercises conducted by the Bank in accordance with
the anti-corruption policies and procedures of the Bank, including providing all documents and/or information required by the Bank. |
| 16.3 | The Customer and the Security Party each further
represent and warrant to the Bank that it has not nor is suspected of having given, promised,
offered, solicited, accepted, obtained, received, agreed or attempted so to do, and will
not at any time give, promise, offer, solicit, accept, obtain, receive, agree or attempt
so to do, any forms of gratification, whether directly or indirectly, to or from any person
connected or associated to the Banking Facility or the Customer’s or the Security Party’s
affairs or business (“Person”) in order to: |
| (i) | improperly influence any act, omission or decision by that
Person in respect of any matter or transaction, whether actual or proposed or likely to take place; or |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (ii) | improperly induce that Person to use the Person’s influence
with or on any entity or any other person to affect any act, omission or decision by such entity or other person; or |
| (iii) | secure any improper advantage. |
| 16.4 | For purposes of this Letter of Offer, the “gratification”
has the meaning set out in Section 3 of the MACC Act, which is extracted below: |
| (a) | money, donation, gift, loan, fee, reward, valuable security,
property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar
advantage; |
| (b) | any office, dignity, employment, contract of employment or
services, and agreement to give employment or render services in any capacity; |
| (c) | any payment, release, discharge or liquidation of any loan,
obligation or other liability, whether in whole or in part; |
| (d) | any valuable consideration of any kind, any discount, commission,
rebate, bonus, deduction or percentage; |
| (e) | any forbearance to demand any money or money’s worth or valuable
thing; |
| (f) | any other service or favour of any description, including
protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal
nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official
power or duty; and |
| (g) | any offer, undertaking or promise, whether conditional or
unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f). |
| 16.5 | The Customer and the Security Party each agree that it shall
upon the occurrence of any of the above stated events, at the earliest opportunity thereafter, report such events to the Malaysian Anti-Corruption
Commission or a police officer, and the confidential reporting channel (Speak Up Corner) of the Bank available on the Bank’s corporate
website at www.rhbgroup.com. Failure to make such report amounts to an offence and on conviction will attract a fine not exceeding RM10,000.00
or imprisonment for a term not exceeding two (2) years or to both. |
| 16.6 | The occurrence of any of the aforementioned activities shall
amount to an Event of Default under the Banking Facility and the Bank shall be entitled without further notice to the Customer to immediately
exercise all or any of its rights, powers and remedies under the Banking Facility or by statute or otherwise, and the Bank shall make
the necessary disclosures in compliance with the relevant laws and regulatory requirements. |
| 17. | HUMAN RIGHTS AND LABOUR LAWS (WHERE
APPLICABLE) |
| 17.1 | It is agreed that the Customer and/or each Security Party: |
| (a) | shall comply with any
applicable law, directive, regulation, request or requirement relating to national human
rights and labour laws, including but not limited to the Employment Act 1955, Children and
Young Persons (Employment) Act 1966 and Minimum Wages Order 2018 (“Labour Law”); |
| (i) | obtain, maintain and ensure compliance with all requisite
authorizations, permits, licenses and any other approvals required; and |
| (ii) | file all notifications, reports and assessments for the operation
of the business of the Customer and/or each Security Party applicable to any of them or to any of the properties owned, used or occupied
by any of them, |
which are required under any Labour Law in any jurisdiction in
which the Customer and/or each Security Party conduct business, and which if not obtained, maintained, complied with or filed, may
have a Material Adverse Effect; and
| (c) | shall implement procedures to monitor compliance with and
to prevent liability under any Labour Law applicable to any of them or to any of the properties owned, used or occupied by any of them. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 17.2 | The Customer and/or each Security Party represents and warrants
that: |
| (a) | there are no claims, actions, proceedings, fines, penalties,
Taxes, losses, damages, costs, expenses, demands and liabilities relating to any human rights or labour disputes which may have a Material
Adverse Effect; and |
| (b) | none of them have received any notice of nor are they aware
of any basis for any claims, actions, proceedings, fines, penalties, Taxes, losses, damages, costs, expenses, demands and liabilities
relating to any human rights or labour disputes which may have a Material Adverse Effect. |
xxxxxxxxx END OF ANNEXURE
xxxxxxx
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
ANNEXURE II
MURABAHAH VIA TAWARRUQ
FACILITIES
| 1. | Commodity
Murabahah Via Tawarruq Transaction |
| 1.1 | In respect of the Banking Facility within the Commodity Murabahah
via Tawarruq Facilities, subject to fulfilment of all Conditions Precedent as set out in the Letters of Offer and subject to the payment
of the Brokerage Fee and any other relevant fees or charges, the Customer will utilise the Banking Facility by issuing an irrevocable
Commodity Purchase Order and an undertaking to purchase the Commodity from the Bank in at least three (3) Business Days prior to the
Purchase Date notifying the Bank of its intention to enter into a Commodity Murabahah via Tawarruq Transaction. |
| 1.2 | On receipt of the Commodity Purchase Order from the Customer,
the Bank shall enter into a Commodity Purchase by purchasing the Commodity from the Commodity Supplier at a Commodity Purchase Price
which amount shall be similar to the amount stated in the Commodity Purchase Order provided that it does not exceed the aggregate of
each of the respective Facility amount outstanding at any point in time throughout the outstanding each of the respective Facility Period. |
| 1.3 | The Bank shall thereafter enter into Commodity Sale whereupon
ownership and possession of the Commodity shall transfer from the Bank to the Customer. The Deferred Sale Price of the Commodity payable
by the Customer to the Bank under the Commodity Sale shall consist of the Commodity Purchase Price plus the Murabahah Profit which is
calculated at the Contracted Profit Rate on the full Commodity Purchase Price, applicable for the entire duration of the Murabahah Period
on the basis of a three hundred and sixty-five (365) or three hundred and sixty-six (366), as the case may be, day year (both start and
end dates inclusive). Where applicable the Murabahah Period for each Commodity Sale shall be coterminous to the maturity date of the
first Commodity Sale where Murabahah Period shall not exceed the Facility Period at all time. |
| 1.4 | Upon taking possession of the Commodity, if the Customer
had exercised its option to take delivery of the Commodity by notifying the Bank in writing of such intention within three (3) days from
the date of acceptance of this Letter of Offer, the Customer may subsequently sell the Commodity to the Commodity Broker. The Customer
further acknowledges and agrees that pursuant to the Customer exercising the Customer’s right to take delivery of the Commodity
purchased, any and all costs and expenses incurred by the Bank to deliver such Commodity purchased to the Customer shall be borne by
the Customer. In the event the Customer failed to or did not exercise the aforesaid option within the specified period, it shall be deemed
that the Customer has appointed Customer’s Agent to deal with the Commodity. |
| 2. | Payment of
the Deferred Sale Price |
| 2.1 | The Deferred Sale Price which comprises of the following: |
| (i) | Commodity Purchase Price, and |
shall be paid in the manner as set out in the Letters of
Offer on or before the expiry of the Murabahah Period for each Commodity Sale.
| 2.2 | The Bank also has the discretion to reduce the Deferred Sale
Price under the Shariah principle of rebate (Ibra’) hereof. In the event the Bank exercises its discretion to reduce the Deferred
Sale Price under the said clause, the Bank shall use the Effective Profit Rate to compute the amount of the Deferred Sale Price after
rebate (Ibra’) had been applied. |
| 3. | The Bank
as Customer’s Agent |
| 3.1 | The Customer’s Agent may sell the Commodity to any
creditworthy third party and the Customer agrees that the Customer’s Agent shall not be under a duty to disclose and/or provide
any documents to the Customer in relation to its duties in terms of its appointment as Customer’s Agent. |
| 3.2 | The Customer shall solely pay and be responsible for all
costs and expenses (including Brokerage Fee, out of pocket expenses, trading fee and legal expenses if so required) incurred for or in
connection with the performance of the Customer’s Agent’s obligations hereunder. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 3.3 | The appointment of the Customer’s Agent by the Customer
shall not create or be deemed to create a partnership or a joint venture between the parties, nor shall it establish a relationship of
principal or agent in any other relationship between the parties unless specifically agreed by the parties in writing. |
| 4. | Other Terms of the Commodity Murabahah via Tawarruq Transactions |
| 4.1 | Terms and Conditions of Commodity Sale |
| (a) | The Murabahah via Tawarruq Transaction will be governed by the terms and conditions of this
Agreement and the applicable provisions of the Letter of Offer and the Commodity Trading Certificates and the construction,
performance and validity thereof shall be governed by and construed in all respects in accordance with the laws of Malaysia. |
| (b) | The Customer will obtain
such title to the Commodity as the Bank receives from the Commodity Supplier. The Bank shall
not be deemed to give any warranty or representation (express or implied) whatsoever, whether
arising by law, by statute or otherwise and, without affecting the generality of the foregoing,
any such warranty or representation by the Bank is expressly excluded to the full extent
permitted by any applicable law. |
| (c) | The Customer shall pay to the Bank the Brokerage Fee
for the Commodity Murabahah via Tawarruq Transaction on the Commodity Murabahah via Tawarruq Transaction date. The Bank is authorised
by the Customer to debit the Brokerage Fee from the Customer’s account held with the Bank for such purpose. |
| (a) | The Customer acknowledges and agrees that it shall bear all
the risks associated with the acts of the Customer’s Agent except those risks resulting from the Customer’s Agent’s misconduct or gross
negligence. All risks in the Commodity shall pass to the Customer immediately at the time when the Commodity Murabahah via Tawarruq Transaction
is entered into, being the time when the Commodity Sale is completed as evidenced by the Commodity Trading Certificate. |
| (b) | Any defect in the Commodity
which occurred before the completion of the Commodity Sale and which is discovered by the
Customer’s Agent after the completion of the Commodity Sale shall entitle the Customer/Customer’s
Agent to the option set out in Clause 4.2(c) below (“Defect Option”
or “khiyar al- ‘ayb”). |
| (c) | Where the situation
in Clause 4.2 (b) above occurs, the Customer’s Agent/Customer has the right to:- |
| (i) | terminate, the Commodity Murabahah via Tawarruq Transaction; |
| (ii) | continue with mutually agreed variation of the terms of the
Commodity Murabahah via Tawarruq Transaction as a result of the defect discovered; or |
| (iii) | continue with the Commodity Murabahah via Tawarruq Transaction
as it is. |
| (d) | Any defect in the Commodity which is discovered and consented to by the Customer’s Agent at
the time of the completion of the Commodity Sale, shall disqualify the Customer/Customer’s Agent from the entitlement to the
Defect Option in respect of such defect in the Commodity. |
| (e) | Despite Clause
4.2(b) above, the Parties mutually and expressly agree that the Bank’s liability
for any defect to the Commodity prior to the completion of the Commodity Sale shall be
waived, save and except where the same is attributable to the Bank’s gross negligence,
wilful misconduct, wilful default or fraud. |
| (a) | The Customer acknowledges that: |
| (i) | the Commodity is sold on an “as is where is” basis but free from encumbrances; and |
| (ii) | it waives any claims which it may have against the Bank in
respect of any loss or damage which it, or its officers, employees or agents, may suffer
by reason of, or arising out of or in connection with the Letters of Offer, the Commodity Murabahah via Tawarruq Transaction Documents
or the Security Documents (however arising) in connection with or arising from any Commodity Murabahah via Tawarruq Transaction and/or
purchase of Commodity from the Commodity Supplier, save and except where such defect is attributable to the Bank’s gross negligence,
wilful misconduct, wilful default or fraud. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (b) | The Customer agrees that the Bank in acting as the Customer’s appointed agent to sell the
Commodity to the Commodity Broker is authorised to take all necessary actions to facilitate the selling of the Commodity to the
Commodity Broker, which includes the authority to send and/or receive notices in relation to the Commodity Murabahah via Tawarruq
Transactions on behalf of the Customer using the Bank’s postal address, email address, telephone and/or facsimile
numbers. |
The Bank’s obligation to accept a
Commodity Purchase Order and enter into a Commodity Murabahah via Tawarruq Transaction is
subject to:
| (a) | the Bank being satisfied that no circumstances exist and no event has occurred so as to jeopardise
the Bank’s security and/or to render the Banking Facility immediately payable and no Event of Default as set out in the
Letters of Offer or under any agreement or arrangement referred to in the Security Documents shall have happened and be
continuing; |
| (b) | the Representations and Warranties as set out in this Letter of Offer are true and correct in all
respects as if made on the date on which the Commodity Purchase Order is delivered to the Bank and repeated by reference
to the then existing circumstances; |
| (c) | no extraordinary circumstance or change of law or other governmental
action shall have occurred which materially and adversely affects the Customer’s or the Security Party’s ability to observe and perform
the covenants and obligations on their part to be observed and performed under the provisions of the Security Documents; |
| (d) | the availability of Commodity and availabilily of Bank’s fund; |
| (e) | receipt by the Bank of a duly completed Commodity Purchase
Order; |
| (f) | the proper conduct of the Customer’s Account and satisfactory
utilisation of the Banking Facility. |
| 4.5 | Early Settlement of Deferred Sale Price |
Subject to the provisions of Shariah law the Customer may
make early settlement to the Bank of the Deferred Sale Price subject to the following conditions:-
| (a) | the Bank shall have
received from the Customer not less than one (1) month prior written notice (“Early
Settlement Notice”) of its intention to make early settlement; |
| (b) | the Customer has paid in full all other monies due and outstanding
under this Letter of Offer and the other Security Documents; |
| (c) | the amount payable and the manner of payment by the Customer in respect of such early settlement
shall be determined and notified by the Bank at its discretion in accordance with the principles of Shariah; and |
| (d) | any Early Settlement
Notice once given pursuant to this Clause 4.5 shall be irrevocable and the
Customer shall pay the amount as determined and notified by the Bank on the date specified
in such Early Settlement Notice. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 4.6 | Prepayment in relation to CMTF-i Facility |
Subject to the provisions of Shariah
law the Customer may prepay the Deferred Sale Price subject to the following conditions:
| (a) | The Commodity Sale shall remain valid until the whole Deferred Sale Price has been paid by the
Customer to the Bank and any sale of the Commodity by the Customer subsequent to the date of the Commodity Sale Certificate but
prior to payment of the Deferred Sale Price shall not in any way impair or absolve the Customer obligations under Commodity
Sale; |
| (b) | the Bank shall have
received from the Customer not less than one (1) month prior written notice (“Prepayment
Notice”) of its intention to prepay specifying the relevant instalment to be paid and the
date of such payment; |
The Customer
may, without penalty or premium, (other than in respect to costs payable by the Bank for
Which the Customer shall be liable) if the Customer have given to the Bank not less than thirty (30) Business Days’ prior notice (or such
shorter time period as the Bank may agree) and the Customer have agreed in writing, prepay the whole, or any part of, the Deferred Sale
Price.
| (c) | the Customer has paid in full all other monies due and outstanding under this Agreement and the
other Security Documents; |
| (d) | the amount payable by the Customer in respect of such repayment shall be determined by the Bank at
its discretion in accordance with the principles of Shariah; and |
| (e) | any Prepayment Notice once given pursuant to this Clause
4.6(b) shall be irrevocable, shall specify the date upon which such prepayment is to be made and the amount of such prepayment and
shall oblige the Customer to make such prepayment on such date. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
ANNEXURE III
ADDITIONAL TERMS AND CONDITIONS
RELATING TO COMMODITY
MURABAHAH OVERDRAFT-i FACILITY
| (a) | In respect of CMOD-i, any amount utilised
in excess of the CMOD-i facility limit (“Excess Amount”) shall be treated as a loan from the Bank based on the Shariah
principle of Qard and shall be payable immediately by the Customer, or not later than the seventh (7th) calendar day from
the date the Excess Amount was utilised. |
| (b) | In the event the Excess Amount remain
unpaid after the seventh (7th)calendar day from date the Excess Amount was utilised, it is agreed that the Customer shall
pay the Bank, by way of compensation (ta’widh), an additional sum equivalent to BNM’s prevailing Islamic Interbank Money
Market Rate on the Excess Amount from the eighth (8th) calendar day from the date of utilisation of the Excess Amount until date of full
payment and/or settlement, PROVIDED ALWAYS that the ta’widh rates may be varied by the Shariah Advisory Council of BNM or the Shariah
Committee of the Bank from time to time (by giving twenty one (21) calendar days’ prior written notice to the Customer, unless
otherwise stipulated by law or any regulatory authority having jurisdiction over the Bank), and upon receipt of the variation, the ta’widh
shall be applied in such manner as approved by the Shariah. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
ANNEXURE IV
ADDITIONAL TERMS AND
CONDITIONS RELATING TO COMMODITY MURABAHAH REVOLVING CREDIT-I FACILITY
| (i) | Subject to the availability of funds, each Murabahah Period
for CMRC-i shall be for a period determined by the Bank and each period may be reutilised for a further period determined by the Bank,
as the Customer may select in the Commodity Purchase Order or New Commodity Purchase Order or disbursement notice as the case may be. |
| (ii) | Upon the maturity date of each Murabahah Period, the Customer
shall pay the Bank in full the Deferred Sale Price which shall comprise of the Commodity Purchase Price and the Murabahah Profit. |
| (iii) | On the maturity date of the existing Murabahah Period the
Customer may, by giving to the Bank a New Commodity Purchase Order in the form prescribed by the Bank, request to enter into a new Commodity
Transaction and subject to the Bank agreeing to the Customer’s request, the availability of funds and there being no increase of the
remaining debt of the Customer, the Bank may upon receipt of the New Commodity Purchase Order, enter into a new commodity transaction
with the Customer PROVIDED THAT:- |
| (a) | the New Commodity Purchase Order shall have been received
by the Bank at least three (3) Business Days prior to each Commodity Transaction Date; and |
| (b) | all Murabahah Profit and all sums due under the existing
Commodity Transaction other than the Commodity Purchase Price shall have been paid. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
ANNEXURE VII
(Which is to be taken as
read and construed as an essential part of the Letter of Offer)
FORM OF LETTER OF AGENCY
| Date: |
|
|
| From: |
<****>(“Customer”) |
|
| To: |
RHB ISLAMIC BANK BERHAD (“Bank”) |
|
| Dear Sirs |
| |
| LETTER OF AGENCY |
|
| Letter of Offer dated |
|
|
| Customer: |
|
|
Terms defined in the Letter of Offer have the same meaning when used
in this Letter of Agency.
The Customer appoints the Bank as agent (wakil)
to perform the Commodity Murabahah via Tawarruq Transactions, for and on behalf of the Customer, as follows:
| (i) | as agent to purchase and accept the Commodity from the Bank
in accordance with the Commodity Sale at the Deferred Sale Price payable to the Bank on deferred payment
terms; and |
| (ii) | as agent to sell commodity to Commodity Broker at the Commodity Purchase Price. |
The Customer authorises the Bank to liaise with the Commodity Broker
and to send and receive all notices, instructions, communication and/or correspondences in relation to the commodity transactions as above
said on behalf of the Customer using the Bank’s postal address, email address, telephone and/or fax numbers. The Bank in acting as the
agent of the Customer shall not be held liable except in the event of misconduct, negligence or breach of specified terms. The Customer
shall be held liable for the sale and purchase contract entered into by the Bank.
The Customer authorises the Bank to delegate its rights and duties
in the Letter of Offer to any third party to do all acts necessary for the completion of the Commodity Murabahah via Tawarruq Transaction
as above said.
Yours faithfully
For and on behalf of
Customer
Name:
Designation
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
ANNEXURE VIII
(Which is to be taken as read and construed as an essential part of
the Letter of Offer)
COMMODITY PURCHASE ORDER
| Date: |
|
|
| |
|
|
| From: |
____________________________ (the “Customer”) |
|
| |
|
|
| To: |
RHB ISLAMIC BANK BERHAD (the “Bank”) |
|
| Dear Sirs |
|
| |
|
| Re: |
Letter of Offer dated __________________ |
|
| |
Commodity Purchase Order |
|
Terms defined in the Letter of Offer have the
same meaning when used in this Commodity Purchase Order.
We request to utilise the * in the amount of Ringgit Malaysia
(RM )
subject to fulfilment of all conditions precedent as set out in the Letter of Offer.
We request the Bank to purchase the commodity from the Commodity Supplier.
The commodity purchase date will be
and the commodity murabahah period shall be days/months/years.
We also irrevocably and unconditionally undertake to purchase the Commodity
from you via our agent after you have purchased the Commodity from the Commodity Supplier. In the event we breach our aforementioned promise
to purchase the Commodity, we undertake to indemnify the Bank for actual losses, costs, expenses or damages that the Bank may suffer or
incur as a result of the Bank relying on our instructions as contained in this Commodity Purchase Order.
Yours faithfully
For and on behalf of
(the Customer)
(authorised signatory for the Customer)
Name:
Designation:
| * | To insert the type of facilities to be utilised |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
ANNEXURE IX
RHB ISLAMIC BANK BERHAD (Registration No. 200501003283 (680329-V))
Kuala Lumpur
CERTIFICATE OF CONFIRMATION
We refer to the Letter of Offer
dated the date of ____________________20___ and the [insert type of Facility](“Facility”) of RM
(
) which you agreed to make available to us thereunder and the documents related thereto and we irrevocably and unconditionally
confirm, represent and warrant to you that we have complied in all respects with, and are not in breach of, each and every
representation and each and every warranty set out in the Letter of Offer and we shall comply with the same during the tenure of the
Banking Facility. Expressions defined in Letter of Offer shall have the same meanings in this certificate.
Yours faithfully,
For and on behalf of
(the Customer)
(authorised signatory for the Customer)
Name:
Designation:
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
APPENDIX 1
DECLARATION AND
UNDERTAKING ON RESIDENTIAL AND DOMESTIC BORROWING/FINANCING STATUS
- FOREIGN EXCHANGE NOTICES (APPLICABLE TO RESIDENT
BUSINESS/ENTITY AND NON-RESIDENT BUSINESS/ENTITY)
Note: Please tick and provide the necessary, and leave the
☐ blank if it is not applicable.
Part a. Malaysian Resident/Non-Malaysian Resident
| ☐ | I am/We are a
business and/or a company incorporated or established outside Malaysia but registered with
or approved by an authority in Malaysia. As such, I/we declare that pursuant to the Foreign
Exchange Notices issued by Bank Negara Malaysia (“BNM”)
and the Financial Services Act 2013/Islamic Financial Services Act 2013, I am/we are a Malaysian
resident; or |
| ☑ | I am/We are a business and/or a company registered with Companies
Commission of Malaysia or any authority in Malaysia. As such, I/we declare that pursuant to the Foreign Exchange Notices issued by BNM
and the Financial Services Act 2013/Islamic Financial Services Act 2013, I am/we are a Malaysian resident; or |
| ☐ | I am/We are a business and/or a company incorporated or established
outside Malaysia and do not have any approval from any authority in Malaysia. As such, I/we declare that pursuant to Foreign Exchange
Notices issued by BNM and the Financial Services Act 2013/Islamic Financial Services Act 2013, I am/we are a Non-Malaysian rasident. |
Part b. Domestic Ringgit Borrowing/Financing
| ☑ | I/We DO NOT have domestic Ringgit borrowing/financing with any financial institutions in Malaysia
and in the event I/We have any domestic Ringgit borrowing, I/We undertake to inform the bank immediately. |
| ☐ | I/We, an individual, sole proprietor or general partnership, have domestic Ringgit
borrowing/financing, and my/our total investment in Foreign Currency of (RM______________) is within the stipulated aggregate
threshold per calendar year, i.e. RM1 million equivalent in aggregate. |
| ☐ | We, an Entity, have domestic Ringgit borrowing/financing*, and our total investment in
Foreign Currency of (RM_____________) is within the stipulated aggregate threshold per group per calendar year, i.e. RM50 million
equivalent in aggregate. |
| ☐ | I/We, an individual, sole proprietor or general partnership, have
domestic Ringgit borrowing/financing, and my/our total investment in Foreign Currency of (RM_______________) has exceeded RM1
million equivalent in aggregate per calendar year. I/We furnish the approval letter from BNM as supporting document. |
| ☐ | We, an Entity, have domestic Ringgit borrowing/financing*,
and our total investment in Foreign Currency of (RM______________) has exceeded RM50 million equivalent in aggregate per group per calendar
year. We furnish the approval letter from BNM as supporting document. |
| * | The whole group is considered as domestic Ringgit Customer
if one/more companies within the group is/are domestic Ringgit Customer. |
Part c. Foreign Currency Borrowing/Financing
| ☑ | I/We, an individual, sole proprietor or general partnership,
DO NOT have foreign currency borrowing/financing exceeding RM10 million equivalent in aggregate from a licensed onshore bank or a Non-Resident. |
Part d. Financial Guarantee involving Non-Residents
| ☐ | I am/We are a Malaysian resident as provided in Part a, above
and I/we have not given any financial guarantee in any amount in foreign currency or ringgit to secure borrowing/financing obtained by
a Non-Resident which is a special purpose vehicle, i.e. an entity set up solely for the purpose of borrowing/financing and is not an operating
business unit. |
| ☐ | I am/We are a Malaysian resident as provided in Part a, above
and I/we have not given any financial guarantee in any amount in foreign currency or ringgit to secure borrowing/financing obtained by
a Non-Resident where I/we have entered into a formal or informal arrangement to make repayment of the borrowing/financing in foreign
currency other than for an event of default. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
Part e. Declaration & Undertaking
I/We understand that under BNM’s Foreign Exchange Notices.
| 1. | The Bank has the right to suspend my/our account and/or Banking
Facility denominated in currencies other than Ringgit Malaysia if my/our Banking Facility has exceeded the stipulated aggregate threshold
per calendar year without the approval letter from BNM. |
| ● | A citizen of Malaysia, excluding a citizen who has obtained
permanent resident status in a country or a territory outside Malaysia and is residing outside Malaysia; |
| ● | A non-citizen of Malaysia who has obtained permanent resident
status in Malaysia and is ordinarily residing in Malaysia; |
| ● | A body corporate incorporated or established, or registered
with or approved by any authority, in Malaysia; |
| ● | An unincorporated body registered with or approved by any
authority in Malaysia; or |
| ● | The Government or any State Government. |
| 3. | Non-Resident refers to: |
| ● | Any person other than a resident; |
| ● | An overseas branch, a subsidiary, regional office, sales
office or representative office of a resident company; |
| ● | Embassies, Consulates, High Commissions, supranational or
international organisation; or |
| ● | A Malaysian citizen who has obtained permanent resident status
of a country or territory outside Malaysia and is residing outside Malaysia. |
| 4. | Domestic Ringgit borrowing/financing refers to: |
Any borrowing/Financing in Ringgit obtained by
a resident from another resident (including individuals, corporations and financial institutions) in the form of credit facility, financing
facility, redeemable preference share, Islamic redeemable preference share, corporate bond or sukuk other than:
| ● | Trade credit terms extended by a supplier for all types of
good or services; |
| ● | Forward contract with a licensed onshore bank excluding a
contract that involves the exchanging or swapping of Ringgit or foreign currency debt obligation with another foreign currency debt obligation
or the exchanging or swapping of foreign currency debt obligation with a Ringgit debt obligation; |
| ● | Financial guarantee or non-financial guarantee; |
| ● | Operational leasing facility; |
| ● | Factoring facility without recourse; |
| ● | A credit facility or financing facility obtained by a resident
individual from a resident to purchase one residential property and one vehicle; |
| ● | Credit card and charge card facility obtained by a resident
individual from a resident. |
‘Domestic Ringgit borrowing/financing’ above shall also exclude the
borrowing/financing in Ringgit of a resident entity from another resident entity within its group of entities with parent-subsidiary relationship,
the borrowing/financing obtained from its direct shareholder, and any facility including credit facility or financing facility which is
used for sundry expenses or employee' expenses only.
A resident individual, sole proprietor or
general partnership with Domestic Ringgit borrowing/financing is allowed to invest in Foreign currency asset up to RM1 million
equivalent per calendar year, and a resident entity with Domestic Ringgit borrowing/financing is allowed to invest in foreign
currency asset up to RM50 million equivalent per calendar year per group basis, using funds sourced from the aggregate of:
| (a) | conversion of Ringgit into foreign currency; |
| (b) | trade foreign currency account; |
| (c) | a borrowing/financing in foreign currency from a licensed onshore
bank for purposes other than direct investment abroad; and |
| (d) | swapping of a Ringgit-denominated financial asset in Malaysia
for a financial asset in Labuan Entity or outside Malaysia. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (a) | any corporation, statutory body, local authority, society,
co-operative, limited liability partnership and any other body, organisation, association or group of persons, whether corporate or unincorporate,
in or outside Malaysia, or |
| (b) | the Federal Government, any State Government or any other
government. |
| 6. | I/We shall consent to abide with and be bound by the provision
of the Financial Services Act 2013/Islamic Financial Services Act 2013 and Foreign Exchange Notices and any amendments from time to time
with regards to any transaction or payments to or from my/our relevant account(s). |
| 7. | In the event there are changes to the circumstances and/or details
contained in this declaration and undertaking, I/we undertake to update the Bank of the changes immediately, falling which the Bank may
proceed to take any actions the Bank deems fit with prior written notice to me/us. |
| 8. | I/We declare that the information given in this form is true
and correct. |
Dated: _________________
| THE COMMON SEAL of |
) |
|
| |
) |
|
| (Company No. ) was |
) |
|
| hereunto affixed |
) |
|
| In accordance with its Constitution |
) |
|
| In the presence of: |
) |
|
| |
|
|
| OR |
|
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| |
|
|
| SIGNED by [director] |
|
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| |
) |
|
| and [authorised personnel] |
) |
 |
| for and on behalf of |
) |
| |
) |
| |
) |
| (Registration No. ) |
) |
| in the presence of: |
) |
| |
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CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
APPENDIX 2
The Bank agrees to grant to you the
Banking Facility and the facility amount will be disbursed in accordance with the following Shariah principles:-
| 1.1 |
Facility |
Shariah Principle |
| 1.1.1 |
CMTF-i |
Commodity Murabahah via Tawarruq |
| 1.1.2 |
CMOD-i |
Commodity Murabahah via Tawarruq |
| (a) | Utilisation of CMTF-i / CMOO-i shall be effected by way of Commodity Murabahah via Tawarruq
Transactions. Under the trade transactions, you shall first request the Bank to purchase the Commodity backed by an undertaking by
you to buy the Commodity from the Bank via a Commodity Purchase Order. |
| (b) | Pursuant to the said Commodity Purchase Order, the Bank shall purchase the Commodity at the Commodity
Purchase Price from the Commodity Supplier. |
| (c) | Thereafter, the Bank shall sell the Commodity to Customer’s Agent (“Commodity
Sale”) at a Deferred Sale Price payable to the Bank on deferred payment terms, whereupon ownership and possession of the
Commodity shall be transferred from the Bank to Customer. |
| (d) | Ownership and possession of the Commodity
shall transfer from the Bank to you upon entering into Commodity Sale. Upon taking possession
of the Commodity, the Bank is authorized as your sole and exclusive agent pursuant to Clause
3.1A to sell your Commodity purchased, on your behalf at the price equal to the Commodity
Purchase on immediate payment terms and to pay the proceeds to you or to any third party
in accordance with the purpose of the Banking Facility. |
| (e) | You acknow1edge and agree that the Bank may utilise your undisbursed amount but the Bank is required to
disburse such amount upon your fulfilment of the relevant terms and conditions as agreed in this Letter of Offer. |
| 2.1A. | Bank’s appointment
as Customer’s Agent |
| (a) | For the purposes of Commodity Murabahah via Tawarruq Facilities
of this Letter of Offer and via the Letter of Agency, the Customer appoints the Customer’s Agent to enter into the Commodity Sate on its
behalf. |
| (b) | The Customer has the right to take delivery
of the Commodity. Should the Customer choose to exercise this right the Customer shall notify
the Bank in writing of such intention within three (3) days from the date of acceptance of
this letter of Offer failing which the Bank shall deem that the Customer is agreeable for
the Bank to proceed to act as the Customer’s Agent and deal with the Commodity in the manner
as set out in sub-clause (c) below. The Customer further acknowledges and agrees
that pursuant to the Customer exercising the Customer’s right to take delivery of the
Commodity purchased, any and all costs and expenses incurred by the Bank to deliver such
Commodity to the Customer shall be at the Customer’s cost and expense. |
| (c) | In the event the Customer chooses not
to take delivery of the Commodity purchased, the Bank shall proceed to act as the Customer’s
Agent to sell the Customer’s Commodity purchased, on the Customer’s behalf at
the price equal to the Commodity Purchase Price on immediate payment terms and to pay
the proceeds to you or to any third party in accordance with the purpose as stated
in Clause 2 in this Letter of Offer. |
| (d) | The appointment of the Customer’s Agent by the Customer shall not create or be deemed to create a partnership
or a joint venture between the parties, nor shall it establish a relationship of principal or agent in any other relationship between
the parties unless specifically agreed by the parties in writing. |
| (e) | The Customer agrees that the Customer shall not revoke the appointment of the Bank as
Customer’s Agent as long as the Banking Facility remains available. The appointment of the Bank as Customer’s Agent of
the Customer shall cease upon completion of trading. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| (f) | All
the Customer’s Agent actions
shall remain binding on the Customer and shall not be affected by any event taking place
which may have the effect of revoking the appointment
unless the Customer’s Agent has actual knowledge of such event. |
| (g) | The
Bank, as the Customer’s Agent, shall act as the Customer’s undisclosed agent and shall
be authorised to delegate its rights and duties as such agent to any third party
to do all acts necessary for the completion of the required transactions. |
| (h) | In
consideration of the Bank acting as the Customer’s Agent, the Customer shall indemnify
the Customer’s Agent against all actions, claims, demands, liabilities, losses, damages, costs
and expenses which the Customer’s Agent may sustain or incur as result of acting as the Customer’s
Agent save and except where such actions, claims, demands, liabilities, losses, damages, costs
and expenses arise from the gross negligence, willful misconduct, willful default or fraud
of the Customer’s Agent. |
| 2.1B. | Dissolution and
Completion of Agency (“Wakalah”) |
| a) | The appointment of the Bank as Customer’s Agent shall dissolve under any of the following circumstances: |
| i. | demise, dissolution or loss of legal capacity of the principal; |
| ii. | demise, dissolution or loss of legal capacity of the Agent if the Wakalah contract stipulates that
the task shall be personally performed by the Agent; |
| iii. | the principal loses his right to the subject matter of the Wakalah; |
| iv. | both contracting parties mutually agree to terminate the Wakalah contract; |
| v. | the principal exercises the option to terminate the Wakalah contract due to misconduct, negligence
or breach of specified terms of the contract by the
Agent; or |
| vi. | the Agent withdraws from the Wakalah contract due to breach of specified terms of the contract by
the principal. |
| b) | The completion of Wakalah shall take effect upon fulfilment of all obligations of the contracting parties under the Wakalah contract. |
| 2.1C. | Roles
and Responsibility of Contracting Parties |
| a) | The Customer’s Agent is irrevocably authorised by the Customer to do, among other things, the following: |
| i. | to enter into the Commodity Sale; |
| ii. | take possession (physical or constructive) of the Commodity; |
| iii. | sell the Commodity to any third party at the Commodity Purchase Price as evidenced by the
Sale Document; |
| iv. | receive payment of the Commodity Purchase Price on behalf of the Customer; and |
| v. | deliver possession of and title in and to the Cormmodity to a purchaser of the Commodity. |
| b) | The Customer’s Agent shall, among other things, the following: |
| i. | be authorised to sign and execute all documents and do all acts and observe and perform all
obligations required to be done in connection with the Commodity Murabahah via Tawarruq Transaction(s), or imposed under any
agreement of sale of the Commodity to a third party as consented by the Customer; and |
| ii. | be required to do all the administrative duties regarding the holding and the selling of the Commodity. |
| 3. | COMMODITY SUPPLIER/BROKER (collectively “Brokers”) (Applicable to CMTF-1, CMOD-i) |
As agreed by the Bank.
| 4. | COMMODITY (Applicable to CMTF-1, CMOD-i) |
| (a) | Shariah compliant commodities which are acceptable by the Bank on an “as is where is” basis, without
any representations or warranties from the Bank as to the quality, condition, quantity and description and without liability on the part
of the Bank for any loss, damage or deterioration not attributable to the Bank’s gross negligence, wilful misconduct, wilful default or
fraud. |
| (b) | The Commodity in each trade transaction
referred to in Clause “Nature of Financing” shall either be a tangible
or an intangible asset. |
| (c) | Despite sub-clause 4(a)
above, the parties mutually agree that the Bank’s liability for any defect to the Commodity,
shall be waived upon the transfer
of ownership and possession to the Customer’s Agent. |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
| 5. | FEE(S)/ COMMISSIONS/FLOOR RATE/PROFITS |
| 5.1 | Brokerage Fee (Applicable to CMTF-i, CMOD-i) |
You shall be
required to pay Brokerage Fee for the Commodity Murabahah via Tawarruq Transaction on the Commodity Murabahah via Tawarruq Transaction
date. The Bank is authorised to debit the Brokerage Fee from your account held with the Bank for such purpose.
The Brokerage Fee payable by you for
the Commodity Murabahah via Tawarruq Transaction is RM25.00 per million [subject to a minimum of RM60.00].
| 6. | PURCHASE PRICE (Applicable to CMTF-i, CMOD-i) |
| (i) | Commodity Purchase Price applicable to Commodity Murabahah
via Tawarruq Facilities (CMTF-i, CMOD-i): |
Equal to full limit approved under this Letter of
Offer.
| 7. | DEFERRED SALE PRICE Applicable to CMTF-i, CMOD-i |
The Deferred
Sale Price / Sale Price will be determined on the applicable Commodity Purchase / Murabahah transaction date, based on the amount and
Murabahah Profit calculated as per Clause “Fee(s)/Commissions/Floor Rate/Profits”. In respect of each of the relevant
Banking Facility, the Deferred Sale Price / Sale Price shall consist of the following:-
| No |
Facility |
Deferred
Sale Price / Sale Price as may be applicable |
| 1. |
CMTF-i |
Deferred Sale Price shall consist of the Commodity
Purchase Price and the Murabahah Profit which shall be paid in the following manner:-
Murabahah Profit -monthly basis throughout
the applicable Murabahah Period; and
Commodity Purchase -in installments throughout
of the Murabahah Period
Price |
| 2. |
CMOD-i |
Deferred Sale Price shall consist of the Commodity
Purchase Price and the Murabahah Profit which shall be paid in the following manner:-
Murabahah Profit -monthly basis
throughout the applicable Murabahah Period; and
Commodity Purchase -in one lump sum at the end
of the Murabahah Period
Price |
| 8.1 | MURABAHAH PERIOD (Applicable to CMTF-i, CMOD-i) |
Murabahah
Period means the period within which you are to make payment of the deferred sale price for the commodity sale as stated in the
commodity purchase order;
For each
Deferred Sale Price, the period for the payment of the Deferred Sale Price shall commence from the date you receive the sale
proceeds for the Commodity from the Commodity Broker until the maturity date for each Commodity Sale.
| 9. | COMPENSATION (TA’WIDH) PAYABLE ON THE
BANKING FACILITY |
| 9.1 | You shall be liable to pay the Bank’s compensation as follows: |
| (a) | for any failure on your part to pay the payment due under
the Banking Facility from the date of first disbursement until the date of maturity of the Banking Facility, you shall pay compensation
charges to the Bank at the Compensation Rate of 1% per annum on the overdue instalment amount or any other method approved by BNM. |
| (b) | for any failure on your part to pay any amount overdue and which failure continues beyond the date
of maturity of the Banking Facility or date of judgment, whichever is earlier, you shall pay compensation charges to the Bank at the
Compensation Rate that shall not exceed BNM’s prevailing Islamic Interbank Money Market Rate as follow: |
CREST LO Ref. No.: 21004434/CA/21/03/LO001
Customer Name: SAGTEC GROUP SDN BHD (1283508P)
the outstanding balance that comprise
of the outstanding principal or Commodity Purchase Price and outstanding Murabahah Profit;
| 9.2 | The amount of such compensation shall not be compounded on the Banking Facility amount. |
| 9.3 | The compensation at the aforesaid rate shall be payable by you both before and after any judgment or order of court, and shall
be calculated from the date of judgment or date of maturity, whichever is earlier. |
| (a) | The Bank shall grant rebate (lbra’) on any amount
payable by you in respect of any payment due under the transaction documents and/ or security documents in any of the following
situations: |
| i) | any early settlement or early redemption by you including
prepayment; |
| ii) | any settlement of the Banking Facility due to any financing restructuring exercise by you; |
| iii) | any settlement by you upon occurrence of an Event of Default; |
| iv) | any settlement by you in the event of termination or cancellation of the Banking Facility before the expiry
of the Facility Period / Grace Profit Period (if applicable); |
| v) | if the Banking Facility is based on variable rate, on the difference between the Contracted Profit Rate
and Effective Profit Rate when the Effective Profit Rate is lower than the Contracted Profit Rate. |
Rebate
(Ibra’) = *Remaining Unearned Profit – Early Settlement Charges (if any).*Remaining Unearned Profit is equal to unrealised
profit at the time of full settlement
*Early Settlement Charges = [Principal
outstanding × (Remaining tenure/No. of days / months in
a year) × (Islamic Cost of Fund – Reinvestment Rate)]+ Unwinding cost for Islamic Profit Rate Swap (if
any).
For this
purpose, Islamic Cost of Fund refers to cost for the Bank to provide financing facility to you which is varied depending on
tenure and amount. Reinvestment rate refers to prevailing market rate based on remaining tenure of the financing. The unwinding cost
for Islamic Profit Rate Swap is applicable
for variable rate only.
| vi) | for any unutilised amount or portion of the relevant Banking Facility; |
Rebate (Ibra’) on unutilised sum =
CPR – EPR (0% from unutilised sum) – Floor Rate
| vii) | if the Customer has paid the Advance Payment, on the difference between the amount of profit payable
without deduction of Advance Payment in the calculation of profit payable based on the Effective Profit Rate and the amount of
profit payable after deduction of Advance Payment in the calculation of profit payable based on the Effective Profit Rate. |
The formula for calculation of profit after deduction of
Advance Payment:
(Balance
Principal − Advance Payment) × Effective
Profit Rate
365
or
(Balance Principal
− Advance Payment) × Effective Profit Rate
366
The rebate (Ibra’) in relation to
the Advance Payment shall not be applicable if the Advance Payment has been utilised to settle any due Monthly Payments or any part of
the due Monthly Payments.
Note: Item vi) is
applicable for CMTF-i Full Flexi (Redraw) only
| (b) | The calculation of rebate (Ibra’) shall be made in accordance with any rules, regulations
and/or directives (whether or not having the force of law) required of or imposed upon the Bank from time to time and at any time by
BNM or any other authority having jurisdiction over the Bank. |
| (c) | The rebate (Ibra’) shall only be deemed granted upon receipt of the settlement sum as determined by the
Bank. |
xxxxxxxxx END OF APPENDIX xxxxxxxxx
62
Exhibit 10.23
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Exhibit 14.1
SAGTEC GLOBAL LIMITED
Code of Ethics and Business Conduct
1. Introduction.
1.1 The Board of Directors
(the “Board”) of SAGTEC GLOBAL LIMITED (the “Company”) has adopted this Code of Ethics and Business
Conduct (the “Code”) in order to:
(a) promote honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(b) promote full,
fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission (the “SEC”) and in other public communications made by the Company;
(c) promote compliance
with applicable governmental laws, rules and regulations;
(d) promote the
protection of Company assets, including corporate opportunities and confidential information;
(e) promote fair
dealing practices;
(f) deter wrongdoing;
and
(g) ensure accountability
for adherence to the Code.
1.2 All directors, officers
and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below
in Section 10, Reporting and Enforcement.
2. Honest
and Ethical Conduct.
2.1 The Company’s policy
is to promote high standards of integrity by conducting its affairs honestly and ethically.
2.2 Each director, officer
and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s
customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course
of performing his or her job.
3. Conflicts
of Interest.
3.1 A conflict of interest
occurs when an individual’s private interest (or the interest of a member of his or her family) interferes, or even appears to interfere,
with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his
or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively.
Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits
as a result of his or her position in the Company.
3.2 Loans by the Company
to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper
personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or
guarantees by the Company of obligations of, any director or executive officer or their family members are expressly prohibited.
3.3 Whether or not a conflict
of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in
Section 3.4.
3.4 Persons other than directors
and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict
should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Chief Financial
Officer. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict
of interest exists without first providing the Chief Financial Officer with a written description of the activity and seeking the Chief
Financial Officer’s written approval. If the supervisor is himself involved in the potential or actual conflict, the matter should
instead be discussed directly with the Chief Financial Officer.
Directors and executive officers
must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.
4. Compliance.
4.1 Employees, officers and
directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries
in which the Company operates.
4.2 Although not all employees,
officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough
to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Legal Department.
4.3 No director, officer
or employee may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor
may any director, officer or employee purchase or sell another company’s securities while in possession of material nonpublic information
regarding that company. It is against Company policies and illegal for any director, officer or employee to use material nonpublic information
regarding the Company or any other company to:
(a) obtain profit
for himself or herself; or
(b) directly or
indirectly “tip” others who might make an investment decision on the basis of that information.
5. Disclosure.
5.1 The Company’s periodic
reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable
federal securities laws and SEC rules.
5.2 Each director, officer
and employee who contributes in any way to the preparation or verification of the Company’s financial statements and other financial
information must ensure that the Company’s books, records and accounts are accurately maintained. Each director, officer and employee
must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public
accountants and counsel.
5.3 Each director, officer
and employee who is involved in the Company’s disclosure process must:
(a) be familiar
with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; and
(b) take all necessary
steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company
provide full, fair, accurate, timely and understandable disclosure.
6. Protection
and Proper Use of Company Assets.
6.1 All directors, officers
and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact
on the Company’s profitability and are prohibited.
6.2 All Company assets should
be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported for investigation immediately.
6.3 The obligation to protect
Company assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade
secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases,
records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also
be illegal and result in civil or criminal penalties.
7. Corporate
Opportunities. All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity
arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family
members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and
employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members).
In addition, no director, officer or employee may compete with the Company.
8. Confidentiality.
Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers,
suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes
all nonpublic information (regardless of its source) that might be of use to the Company’s competitors or harmful to the Company
or its customers, suppliers or partners if disclosed.
9. Fair
Dealing. Each director, officer and employee must deal fairly with the Company’s customers, suppliers, partners, service
providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director,
officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation
of facts or any other unfair dealing practice.
10. Reporting
and Enforcement.
10.1 Reporting and Investigation
of Violations.
(a) Actions prohibited
by this Code involving directors or executive officers must be reported to the Audit Committee.
(b) Actions prohibited
by this Code involving anyone other than a director or executive officer must be reported to the reporting person’s supervisor or
the Chief Financial Officer.
(c) After receiving
a report of an alleged prohibited action, the Audit Committee, the relevant supervisor or the Chief Financial Officer must promptly take
all appropriate actions necessary to investigate.
(d) All directors,
officers and employees are expected to cooperate in any internal investigation of misconduct.
10.2 Enforcement.
(a) The Company
must ensure prompt and consistent action against violations of this Code.
(b) If, after investigating
a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code
has occurred, the Audit Committee will report such determination to the Board.
(c) If, after investigating
a report of an alleged prohibited action by any other person, the relevant supervisor or the Chief Financial Officer determines that a
violation of this Code has occurred, the supervisor or the Chief Financial Officer will report such determination to the Board.
(d) Upon receipt
of a determination that there has been a violation of this Code, the Board will take such preventative or disciplinary action as it deems
appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations
of the law, notification of appropriate governmental authorities.
10.3 Waivers.
(a) The Board may,
in its discretion, waive any violation of this Code.
(b) Any waiver
for a director or an executive officer shall be disclosed as required by SEC and Nasdaq rules.
10.4 Prohibition on Retaliation.
The Company does not tolerate
acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or
other violations of this Code.
4
Exhibit
14.2
SAGTEC
GLOBAL LIMITED
Insider
Trading Policy
This
Insider Trading Policy describes the standards of SAGTEC GLOBAL LIMITED and its subsidiaries (the “Company”) on trading,
and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession
of confidential information. This Policy is divided into two parts: the first part prohibits trading in certain circumstances and applies
to all directors, officers and employees and their respective immediate family members of the Company and the second part imposes special
additional trading restrictions and applies to all (i) directors of the Company, (ii) executive officers of the Company (together with
the directors, “Company Insiders”) , and (iii) certain other employees that the Company may designate from time to
time as “Covered Persons” because of their position, responsibilities or their actual or potential access to material information.
One
of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider
trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase,
sell, give away or otherwise trade the Company’s securities or the securities of certain other companies or to provide that information
to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person,
including all persons associated with the Company, if the information involved is “material” and “nonpublic.”
These terms are defined in this Policy under Part I, Section 3 below. The prohibitions would apply to any director, officer or employee
who buys or sells securities on the basis of material nonpublic information that he or she obtained about the Company, its customers,
suppliers, partners, competitors or other companies with which the Company has contractual relationships or may be negotiating transactions.
PART
I
1.
Applicability
This
Policy applies to all trading or other transactions in (i) the Company’s securities, including common stock, options and any other
securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities
relating to any of the Company’s securities, whether or not issued by the Company and (ii) the securities of certain other companies,
including common stock, options and other securities issued by those companies as well as derivative securities relating to any of those
companies’ securities.
This
Policy applies to all employees of the Company, all officers of the Company and all members of the Company’s board of directors,
officers, employees, and their respective family members.
2.
General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information
(a)
No director, officer or employee or any of their immediate family members may purchase or sell, or offer to purchase or sell, any
Company security, whether or not issued by the Company, while in possession of material nonpublic information about the Company. (The
terms “material” and “nonpublic” are defined in Part I, Section 3(a) and (b) below.)
(b)
No director, officer or employee or any of their immediate family members who knows of any material nonpublic information about the
Company may communicate that information to (“tip”) any other person, including family members and friends, or otherwise
disclose such information without the Company’s authorization.
(c)
No director, officer or employee or any of their immediate family members may purchase or sell any security of any other publicly-traded
company while in possession of material nonpublic information that was obtained in the course of his or her involvement with the Company.
No director, officer or employee or any of their immediate family members who knows of any such material nonpublic information may communicate
that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the
Company’s authorization.
(d)
For compliance purposes, you should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities)
while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain
the advance approval of, the Compliance Officer (which is defined in Part I, Section 3(c) below).
(e)
Covered Persons must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth
in Part II, Section 3 below.
3.
Definitions
(a)
Material. Insider trading restrictions come into play only if the information you possess is “material.” Materiality,
however, involves a relatively low threshold. Information is generally regarded as “material” if it has market significance,
that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable
investor would want to know before making an investment decision.
Information
dealing with the following subjects is reasonably likely to be found material in particular situations:
(i)
significant changes in the Company’s prospects;
(ii)
significant write-downs in assets or increases in reserves;
(iii)
developments regarding significant litigation or government agency investigations;
(iv)
liquidity problems;
(v)
changes in earnings estimates or unusual gains or losses in major operations;
(vi)
major changes in the Company’s management or the board of directors;
(vii)
changes in dividends;
(viii)
extraordinary borrowings;
(ix)
major changes in accounting methods or policies;
(x)
award or loss of a significant contract;
(xi)
cybersecurity risks and incidents, including vulnerabilities and breaches;
(xii)
changes in debt ratings;
(xiii)
proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic
alliances, licensing arrangements, or purchases or sales of substantial assets; and
(xiv)
offerings of Company securities.
Material
information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as
a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material
is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s
operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such
as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular
nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should
either consult the Compliance Officer before making any decision to disclose such information (other than to persons who need to know
it) or to trade in or recommend securities to which that information relates or assume that the information is material.
(b)
Nonpublic. Insider trading prohibitions come into play only when you possess information that is material and “nonpublic.”
The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To
be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors
must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait
until the close of business on the second trading day after the information was publicly disclosed before you can treat the information
as public.
Nonpublic
information may include:
(i)
information available to a select group of analysts or brokers or institutional investors;
(ii)
undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and
(iii)
information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made
and enough time has elapsed for the market to respond to a public announcement of the information, normally two trading days.
As
with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance
Officer or assume that the information is nonpublic and treat it as confidential.
(c)
Compliance Officer. The Company has appointed the Chief Financial Officer as the Compliance Officer for this Policy. The duties
of the Compliance Officer include, but are not limited to, the following:
(i)
assisting with implementation and enforcement of this Policy;
(ii)
circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading
laws;
(iii)
pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section
3 below; and
(iv)
providing approval of any Rule 10b5-1 plans under Part II, Section 1(c) below and any prohibited transactions under Part II, Section
4 below.
(v)
providing a reporting system with an effective whistleblower protection mechanism.
4.
Exceptions
The
trading restrictions of this Policy do not apply to exercising stock options granted under the Company’s current or future equity
incentive plans or option plans for cash or the delivery of previously owned Company stock. However, the sale of any shares issued on
the exercise of Company-granted stock options and any cashless exercise of Company-granted stock options are subject to trading restrictions
under this Policy.
5.
Violations of Insider Trading Laws
Penalties
for trading on or communicating material nonpublic information can be severe, both for individuals involved in such unlawful conduct
and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given
the severity of the potential penalties, compliance with this Policy is absolutely mandatory.
(a)
Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when
he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a criminal penalty of several
times the amount of profits gained or losses avoided.
In
addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic
information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even
when the tipper did not profit from the transaction.
The
SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly
controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel.
These control persons may be held liable for up to the greater of $1 million or three times the amount of the profits gained or losses
avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and
supervisory personnel as control persons.
(b)
Company-Imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including
dismissal for cause. Any exceptions to the Policy, if permitted, may only be granted by the Compliance Officer and must be provided before
any activity contrary to the above requirements takes place.
6.
Inquiries
If
you have any questions regarding any of the provisions of this Policy, please contact the Compliance Officer at +603-3310 0089.
1.
Blackout Periods
All
Covered Persons are prohibited from trading in the Company’s securities during blackout periods as defined below.
(a)
Quarterly Blackout Periods. Trading in the Company’s securities is prohibited during the period beginning at the close
of the market on two weeks before the end of each fiscal quarter and ending at the close of business on the second trading day following
the date the Company’s financial results are publicly disclosed. During these periods, Covered Persons generally possess or are
presumed to possess material nonpublic information about the Company’s financial results.
(b)
Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation
of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents or new product developments) may be
pending and not be publicly disclosed. While such material nonpublic information is pending, the Company may impose special blackout
periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special
blackout period, it will notify the Covered Persons affected.
(c)
Exception. These trading restrictions do not apply to transactions under a pre-existing written plan, contract, instruction,
or arrangement under Rule 10b5-1 under the Securities Exchange Act of 1934 (an “Approved 10b5-1 Plan”) that:
(i)
has been reviewed and approved at least one month in advance of any trades thereunder by the Compliance Officer (or, if revised or amended,
such revisions or amendments have been reviewed and approved by the Compliance Officer at least one month in advance of any subsequent
trades);
(ii)
was entered into in good faith by the Covered Person at a time when the Covered Person was not in possession of material nonpublic information
about the Company; and
(iii)
gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long
as such third party does not possess any material nonpublic information about the Company; or explicitly specifies the security or securities
to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions.
2.
Trading Window
Covered
Persons are permitted to trade in the Company’s securities when no blackout period is in effect. Generally, this means that Covered
Persons can trade during the period beginning on DAY THAT BLACKOUT PERIOD UNDER SECTION 1(A) ENDS and ending on DAY THAT NEXT BLACKOUT
PERIOD UNDER SECTION 1(A) BEGINS. However, even during this trading window, a Covered Person who is in possession of any material nonpublic
information should not trade in the Company’s securities until the information has been made publicly available or is no longer
material. In addition, the Company may close this trading window if a special blackout period under Part II, Section 1(b) above is imposed
and will re-open the trading window once the special blackout period has ended.
3.
Pre-Clearance of Securities Transactions
(a)
Because Company Insiders are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons
to refrain from trading, even during a trading window under Part II, Section 2 above, without first pre-clearing all transactions in
the Company’s securities.
(b)
Subject to the exemption in subsection (d) below, no Company Insider may, directly or indirectly, purchase or sell (or otherwise
make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the Compliance
Officer. These procedures also apply to transactions by such person’s spouse, other persons living in such person’s household
and minor children and to transactions by entities over which such person exercises control.
(c)
The Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved.
Unless revoked, a grant of permission will normally remain valid until the close of trading two business days following the day on which
it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested.
(d)
Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan. With respect to any purchase or
sale under an Approved 10b5-1 Plan, the third party effecting transactions on behalf of the Company Insider should be instructed to send
duplicate confirmations of all such transactions to the Compliance Officer.
4.
Prohibited Transactions
(a)
Company Insiders are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual
account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase,
sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the
Company or the plan fiduciary.
(b)
Covered Persons, including any person’s spouse, other persons living in such person’s household and minor children and
entities over which such person exercises control, are prohibited from engaging in the following transactions in the Company’s
securities unless advance approval is obtained from the Compliance Officer:
(i)
Short-term trading. Company Insiders who purchase Company securities may not sell any Company securities of the same class for at
least six months after the purchase;
(ii)
Short sales. Company Insiders/Covered Persons may not sell the Company’s securities short;
(iii)
Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company’s securities;
(iv)
Trading on margin or pledging. Covered Persons may not hold Company securities in a margin account or pledge Company securities as
collateral for a loan; and
(v)
Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company
securities.
5.
Acknowledgment and Certification
All
Covered Persons are required to sign the attached acknowledgment and certification.
ACKNOWLEDGMENT
AND CERTIFICATION
The
undersigned does hereby acknowledge receipt of the Company’s Insider Trading Policy. The undersigned has read and understands (or
has had explained) such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities
and the confidentiality of nonpublic information.
| |
__________________________________
(Signature)
|
| |
__________________________________
(Please
print name)
|
| Date:
________________________ |
|
7
Exhibit 14.3
SAGTEC GLOBAL LIMITED
Executive Compensation Recovery Policy
This policy covers SAGTEC GLOBAL LIMITED’s
Covered Officers and explains when SAGTEC GLOBAL LIMITED will be required or authorized, as applicable, to seek recovery of Incentive
Compensation awarded or paid to Covered Officers. Please refer to Exhibit A attached hereto (the “Definitions Exhibit”)
for the definitions of capitalized terms used throughout this Policy.
| 1. | Miscalculation of Financial Performance Measure Results. In the event of a Restatement, SAGTEC
GLOBAL LIMITED will seek to recover, reasonably promptly, all Recoverable Incentive Compensation from a Covered Officer during the Applicable
Period. Such recovery, in the case of a Restatement, will be made without regard to any individual knowledge or responsibility related
to the Restatement or the Recoverable Incentive Compensation. Notwithstanding the foregoing, if SAGTEC GLOBAL LIMITED is required to undertake
a Restatement, SAGTEC GLOBAL LIMITED will not be required to recover the Recoverable Incentive Compensation if the Compensation Committee
determines it Impracticable to do so, after exercising a normal due process review of all the relevant facts and circumstances. |
SAGTEC GLOBAL LIMITED will seek to recover
all Recoverable Incentive Compensation that was awarded or paid in accordance with the definition of “Recoverable Incentive Compensation”
set forth on the Definitions Exhibit. If such Recoverable Incentive Compensation was not awarded or paid on a formulaic basis, SAGTEC
GLOBAL LIMITED will seek to recover the amount that the Compensation Committee determines in good faith should be recouped.
| 2. | Legal and Compliance Violations. Compliance with the law and SAGTEC GLOBAL LIMITED’s Standards
of Business Conduct and other corporate policies is a pre-condition to earning Incentive Compensation. If SAGTEC GLOBAL LIMITED in its
sole discretion concludes that a Covered Officer (1) committed a significant legal or compliance violation in connection with the Covered
Officer’s employment, including a violation of SAGTEC GLOBAL LIMITED’s corporate policies or SAGTEC GLOBAL LIMITED’s
Standards of Business Conduct (each, “Misconduct”), or (2) was aware of or willfully blind to Misconduct that occurred
in an area over which the Covered Officer had supervisory authority, SAGTEC GLOBAL LIMITED may, at the direction of the Compensation Committee,
seek recovery of all or a portion of the Recoverable Incentive Compensation awarded or paid to the Covered Officer for the Applicable
Period in which the violation occurred. In addition, SAGTEC GLOBAL LIMITED may, at the direction of the Compensation Committee, conclude
that any unpaid or unvested Incentive Compensation has not been earned and must be forfeited. |
In the event of Misconduct, SAGTEC GLOBAL
LIMITED may seek recovery of Recoverable Incentive Compensation even if the Misconduct did not result in an award or payment greater than
would have been awarded or paid absent the Misconduct.
In the event of Misconduct, in determining
whether to seek recovery and the amount, if any, by which the payment or award should be reduced, the Compensation Committee may consider—among
other things— the seriousness of the Misconduct, whether the Covered Officer was unjustly enriched, whether seeking the recovery
would prejudice SAGTEC GLOBAL LIMITED’s interests in any way, including in a proceeding or investigation, and any other factors
it deems relevant to the determination.
| 3. | Other Actions. The Compensation Committee may, subject
to applicable law, seek recovery in the manner it chooses, including by seeking reimbursement from the Covered Officer of all or part
of the compensation awarded or paid, by electing to withhold unpaid compensation, by set-off, or by rescinding or canceling unvested
stock. |
In the reasonable
exercise of its business judgment under this Policy, the Compensation Committee may in its sole discretion determine whether and to what
extent additional action is appropriate to address the circumstances surrounding a Restatement or Misconduct to minimize the likelihood
of any recurrence and to impose such other discipline as it deems appropriate.
| 4. | No Indemnification or Reimbursement. Notwithstanding
the terms of any other policy, program, agreement or arrangement, in no event will SAGTEC GLOBAL LIMITED or any of its affiliates indemnify
or reimburse a Covered Officer for any loss under this Policy and in no event will SAGTEC GLOBAL LIMITED or any of its affiliates pay
premiums on any insurance policy that would cover a Covered Officer’s potential obligations with respect to Recoverable Incentive
Compensation under this Policy. |
| 5. | Administration of Policy. The Compensation Committee
will have full authority to administer this Policy. Actions of the Compensation Committee pursuant to this Policy will be taken by the
vote of a majority of its members. The Compensation Committee will, subject to the provisions of this Policy and Rule 10D-1 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and SAGTEC GLOBAL LIMITED’s applicable exchange listing
standards, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate
or advisable. All determinations and interpretations made by the Compensation Committee will be final, binding and conclusive. |
| 6. | Other Claims and Rights. The remedies under this Policy
are in addition to, and not in lieu of, any legal and equitable claims SAGTEC GLOBAL LIMITED or any of its affiliates may have or any
actions that may be imposed by law enforcement agencies, regulators, administrative bodies, or other authorities. Further, the exercise
by the Compensation Committee of any rights pursuant to this Policy will not impact any other rights that SAGTEC GLOBAL LIMITED or any
of its affiliates may have with respect to any Covered Officer subject to this Policy. |
| 7. | Condition to Eligibility for Incentive Compensation.
All Incentive Compensation subject to this Policy will not be earned, even if already paid, until the Policy ceases to apply to such
Incentive Compensation and any other vesting conditions applicable to such Incentive Compensation are satisfied. |
| 8. | Amendment; Termination. The Board or the Compensation
Committee may amend or terminate this Policy at any time. |
| 9. | Effectiveness. Except as otherwise determined in writing
by the Compensation Committee, this Policy will apply to any Incentive Compensation that (a) in the case of any Restatement, is Received
by Covered Officers prior to, on or following the Effective Date, and (b) in the case of Misconduct, is awarded or paid to a Covered
Officer on or after the Effective Date. This Policy will survive and continue notwithstanding any termination of a Covered Officer’s
employment with SAGTEC GLOBAL LIMITED and its affiliates. |
| 10. | Successors. This Policy shall be binding and enforceable
against all Covered Officers and their successors, beneficiaries, heirs, executors, administrators, or other legal representatives. |
| 11. | Governing Law. To the extent not preempted by U.S.
federal law, this Policy will be governed by and construed in accordance with the laws of the State of New York, without reference to
principles of conflict of laws. |
EXHIBIT A
DEFINITIONS
“Applicable Period” means (a)
in the case of any Restatement, the three completed fiscal years of SAGTEC GLOBAL LIMITED immediately preceding the earlier of (i) the
date the Board, a committee of the Board, or the officer or officers of SAGTEC GLOBAL LIMITED authorized to take such action if Board
action is not required, concludes (or reasonably should have concluded) that a Restatement is required or (ii) the date a regulator, court
or other legally authorized entity directs SAGTEC GLOBAL LIMITED to undertake a Restatement, and (b) in the case of any Misconduct, such
period as the Compensation Committee or Board determines to be appropriate in light of the scope and nature of the Misconduct. The “Applicable
Period” also includes any transition period (that results from a change in SAGTEC GLOBAL LIMITED’s fiscal year) within or
immediately following the three completed fiscal years identified in the preceding sentence.
“Board” means the Board of
Directors of SAGTEC GLOBAL LIMITED.
“Compensation Committee” means
SAGTEC GLOBAL LIMITED’s committee of independent directors responsible for executive compensation decisions, or in the absence of
such a committee, a majority of the independent directors serving on the Board.
“Covered Officer” means (a)
in the case of any Restatement, any person who is, or was at any time, during the Applicable Period, an Executive Officer of SAGTEC GLOBAL
LIMITED, and (b) in the case of any Misconduct, any person who was an Executive Officer at the time of the Misconduct. For the avoidance
of doubt, a Covered Officer may include a former Executive Officer that left SAGTEC GLOBAL LIMITED, retired, or transitioned to an employee
role (including after serving as an Executive Officer in an interim capacity) during the Applicable Period.
“Effective Date” means the
date SAGTEC GLOBAL LIMITED’s listing on the Nasdaq Stock Exchange or December 1, 2024, whichever is earlier.
“Executive Officer” means SAGTEC
GLOBAL LIMITED’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer,
the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance),
any other officer who performs a policy-making function, or any other person (including an officer of SAGTEC GLOBAL LIMITED’s parent(s)
or subsidiaries) who performs similar policy-making functions for SAGTEC GLOBAL LIMITED.
“Financial Performance Measure”
means a measure that is determined and presented in accordance with the accounting principles used in preparing SAGTEC GLOBAL LIMITED’s
financial statements (including “non-GAAP” financial measures, such as those appearing in SAGTEC GLOBAL LIMITED’s earnings
releases or Management Discussion and Analysis), and any measure that is derived wholly or in part from such measure. Stock price and
total shareholder return (and any measures derived wholly or in part therefrom) shall be considered Financial Performance Measures.
“Impracticable.” The Compensation
Committee may determine in good faith that recovery of Recoverable Incentive Compensation is “Impracticable” (a) in the case
of any Restatement, if: (i) pursuing such recovery would violate home country law of the jurisdiction of incorporation of the Company
where that law was adopted prior to October 2, 2023 and SAGTEC GLOBAL LIMITED provides an opinion of counsel to that effect acceptable
to SAGTEC GLOBAL LIMITED’s listing exchange; (ii) the direct expense paid to a third party to assist in enforcing this Policy would
exceed the Recoverable Incentive Compensation and SAGTEC GLOBAL LIMITED has (A) made a reasonable attempt to recover such amounts and
(B) provided documentation of such attempts to recover to SAGTEC GLOBAL LIMITED’s applicable listing exchange; or (iii) recovery
would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of SAGTEC GLOBAL
LIMITED, to fail to meet the requirements of the Internal Revenue Code of 1986, as amended, and (b) in the case of any Misconduct, in
its sole discretion, in light of the scope and nature of the Misconduct.
“Incentive Compensation” means
any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Performance Measure. Incentive
Compensation does not include any base salaries (except with respect to any salary increases earned wholly or in part based on the attainment
of a Financial Performance Measure performance goal); bonuses paid solely at the discretion of the Compensation Committee or Board that
are not paid from a “bonus pool” that is determined by satisfying a Financial Performance Measure performance goal; bonuses
paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; non-equity incentive
plan awards earned solely upon satisfying one or more strategic measures or operational measures; and equity awards that vest solely based
on the passage of time and/or attaining one or more non-Financial Performance Measures. Notwithstanding the foregoing, in the case of
any Misconduct, Incentive Compensation will include all forms of cash and equity incentive compensation, including, without limitation,
cash bonuses and equity awards that are received or vest solely based on the passage of time and/or attaining one or more non-Financial
Performance Measures.
“Received.” Incentive Compensation
is deemed “Received” in SAGTEC GLOBAL LIMITED’s fiscal period during which the Financial Performance Measure specified
in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that
period.
“Recoverable Incentive Compensation”
means (a) in the case of any Restatement, the amount of any Incentive Compensation (calculated on a pre-tax basis) Received by a Covered
Officer during the Applicable Period that is in excess of the amount that otherwise would have been Received if the calculation were based
on the Restatement, and (b) in the case of any Misconduct, the amount of any Incentive Compensation (calculated on a pre-tax basis) awarded
or paid to a Covered Officer during the Applicable Period that the Compensation Committee determines, in its sole discretion, to be appropriate
in light of the scope and nature of the Misconduct. For the avoidance of doubt, in the case of any Restatement, Recoverable Incentive
Compensation does not include any Incentive Compensation Received by a person (i) before such person began service as a Covered Officer
and (ii) who did not serve as a Covered Officer at any time during the performance period for that Incentive Compensation. For the avoidance
of doubt, in the case of any Restatement, Recoverable Incentive Compensation may include Incentive Compensation Received by a person while
serving as an employee if such person previously served as a Covered Officer and then transitioned to an employee role. For Incentive
Compensation based on (or derived from) stock price or total shareholder return where the amount of Recoverable Incentive Compensation
is not subject to mathematical recalculation directly from the information in the applicable Restatement, the amount will be determined
by the Compensation Committee based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder
return upon which the Incentive Compensation was Received (in which case, SAGTEC GLOBAL LIMITED will maintain documentation of such determination
of that reasonable estimate and provide such documentation to SAGTEC GLOBAL LIMITED’s applicable listing exchange).
“Restatement” means an accounting
restatement of any of SAGTEC GLOBAL LIMITED’s financial statements filed with the Securities and Exchange Commission under the Exchange
Act, or the Securities Act of 1933, as amended, due to SAGTEC GLOBAL LIMITED’s material noncompliance with any financial reporting
requirement under U.S. securities laws, regardless of whether SAGTEC GLOBAL LIMITED or Covered Officer misconduct was the cause for such
restatement. “Restatement” includes any required accounting restatement to correct an error in previously issued financial
statements that is material to the previously issued financial statements (commonly referred to as “Big R” restatements),
or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period
(commonly referred to as “little r” restatements).
Exhibit 21.1
SUBSIDIARIES OF SAGTEC GLOBAL LIMITED
| Subsidiaries | |
Place of
Incorporation | |
Incorporation
Time | |
Percentage
Ownership | |
| OMS Holdings Pte. Ltd | |
Singapore | |
June 11, 2018 | |
| 98.04 | % |
| CL Technologies Sdn. Bhd. | |
Malaysia | |
February 14, 2019 | |
| 94.95 | % |
Exhibit 23.1
 |
Onestop Assurance PAC
10 Anson Road
#06-15 International Plaza
Singapore 079903
Email: contact@onestop-audit.com
Website: www.onestop-audit.com
|
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the incorporation by reference
in the Registration Statement on Form F-1 under the Securities Act of 1933 of our report dated August 16, 2024, with respect to the consolidated
statements of financial position of Sagtec Group Limited and its subsidiaries (collectively referred to as the “Group”) as
of December 31, 2023 and 2022 and January 1, 2022, the related consolidated statements of profit or loss and other comprehensive income,
changes in equity and cash flows for each of the two years in the period ended December 31, 2023.
We also consent to the reference to our firm under
the heading “Experts” in such Registration Statements.
/s/ Onestop Assurance PAC
Onestop Assurance PAC
Singapore
December 26, 2024
Exhibit 99.2
CHARTER OF THE AUDIT COMMITTEE OF
SAGTEC GLOBAL LIMITED
Membership
The Audit Committee (the “Committee”)
of the board of directors (the “Board”) of SAGTEC GLOBAL LIMITED (the “Company”) shall consist of
three or more directors. Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities
Exchange Act of 1934 and the rules of the Nasdaq Stock Market. No member of the Committee can have participated in the preparation of
the Company’s or any of its subsidiaries’ financial statements at any time during the past three years.
Each member of the Committee
must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and
cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional
certification in accounting or other comparable experience or background that leads to financial sophistication. At least one member of
the Committee must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who
satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.
The members of the Committee
shall be appointed by the Board based on recommendations from the nominating and corporate governance committee of the Board. The members
of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove
any member from the Committee at any time with or without cause.
Purpose
The purpose of the Committee
is to oversee the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements.
The primary role of the Committee
is to oversee the financial reporting and disclosure process. To fulfill this obligation, the Committee relies on: management for the
preparation and accuracy of the Company’s financial statements; for establishing effective internal controls and procedures to ensure
the Company’s compliance with accounting standards, financial reporting procedures and applicable laws and regulations; and the
Company’s independent auditors for an unbiased, diligent audit or review, as applicable, of the Company’s financial statements
and the effectiveness of the Company’s internal controls. The members of the Committee are not employees of the Company and are
not responsible for conducting the audit or performing other accounting procedures.
Duties and Responsibilities
The Committee shall have the
following authority and responsibilities:
To (1) select and retain an
independent registered public accounting firm to act as the Company’s independent auditors for the purpose of auditing the Company’s
annual financial statements, books, records, accounts and internal controls over financial reporting, (2) set the compensation of the
Company’s independent auditors, (3) oversee the work done by the Company’s independent auditors and (4) terminate the Company’s
independent auditors, if necessary.
To select, retain, compensate,
oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Company.
To approve all audit engagement
fees and terms; and to pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent
auditors or other registered public accounting firms, and establish policies and procedures for the Committee’s pre-approval of
permitted services by the Company’s independent auditors or other registered public accounting firms on an on-going basis.
At least annually, to obtain
and review a report by the Company’s independent auditors that describes (1) the accounting firm’s internal quality control
procedures, (2) any issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight
Board review or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities in the past
five years regarding one or more audits carried out by the firm and any steps taken to deal with any such issues, and (3) all relationships
between the firm and the Company or any of its subsidiaries; and to discuss with the independent auditors this report and any relationships
or services that may impact the objectivity and independence of the auditors.
At least annually, to evaluate
the qualifications, performance and independence of the Company’s independent auditors, including an evaluation of the lead audit
partner; and to assure the regular rotation of the lead audit partner at the Company’s independent auditors and consider regular
rotation of the accounting firm serving as the Company’s independent auditors.
To review and discuss with
the Company’s independent auditors (1) the auditors’ responsibilities under generally accepted auditing standards and the
responsibilities of management in the audit process, (2) the overall audit strategy, (3) the scope and timing of the annual audit, (4)
any significant risks identified during the auditors’ risk assessment procedures and (5) when completed, the results, including
significant findings, of the annual audit.
To review and discuss with
the Company’s independent auditors (1) all critical accounting policies and practices to be used in the audit; (2) all alternative
treatments of financial information within generally accepted accounting principles (“GAAP”) that have been discussed
with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors; and (3) other
material written communications between the auditors and management.
To review and discuss with
the Company’s independent auditors and management (1) any audit problems or difficulties, including difficulties encountered by
the Company’s independent auditors during their audit work (such as restrictions on the scope of their activities or their access
to information), (2) any significant disagreements with management and (3) management’s response to these problems, difficulties
or disagreements; and to resolve any disagreements between the Company’s auditors and management.
To review with management
and the Company’s independent auditors: any major issues regarding accounting principles and financial statement presentation, including
any significant changes in the Company’s selection or application of accounting principles; any significant financial reporting
issues and judgments made in connection with the preparation of the Company’s financial statements, including the effects of alternative
GAAP methods; and the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company’s financial
statements.
To keep the Company’s
independent auditors informed of the Committee’s understanding of the Company’s relationships and transactions with related
parties that are significant to the company; and to review and discuss with the Company’s independent auditors the auditors’
evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related
parties, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related
parties.
To review with management
and the Company’s independent auditors the adequacy and effectiveness of the Company’s financial reporting processes, internal
control over financial reporting and disclosure controls and procedures, including any significant deficiencies or material weaknesses
in the design or operation of, and any material changes in, the Company’s processes, controls and procedure] and any special audit
steps adopted in light of any material control deficiencies, and any fraud involving management or other employees with a significant
role in such processes, controls and procedures, and review and discuss with management and the Company’s independent auditors disclosure
relating to the Company’s financial reporting processes, internal control over financial reporting and disclosure controls and procedures,
the independent auditors’ report on the effectiveness of the Company’s internal control over financial reporting and the required
management certifications to be included in or attached as exhibits to the Company’s annual report on Form 20-F, as applicable.
To review and discuss with
the Company’s independent auditors any other matters required to be discussed by applicable requirements of the PCAOB and the SEC.
To review and discuss with
the Company’s independent auditors and management the Company’s annual audited financial statements (including the related
notes), the form of audit opinion to be issued by the auditors on the financial statements and the disclosure under “Operating and
Financial Review and Prospects” to be included in the Company’s annual report on Form 20-F before the Form 20-F is filed.
To recommend to the Board
that the audited financial statements be included in the Company’s Form 20-F and whether the Form 20-F should be filed with the
SEC; and to produce the audit committee report required to be included in the Company’s proxy statement.
To establish and oversee procedures
for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
To monitor compliance with
the Company’s Code of Business Conduct and Ethics (the “Code”), to investigate any alleged breach or violation
of the Code, and to enforce the provisions of the Code.
To review, with the General
Counsel and outside legal counsel, legal and regulatory matters, including legal cases against or regulatory investigations of the Company
and its subsidiaries, that could have a significant impact on the Company’s financial statements.
To review, approve and oversee
any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict
of interest situations on an ongoing basis, in accordance with Company policies and procedures, and to develop policies and procedures
for the Committee’s approval of related party transactions.
Outside Advisors
The Committee shall have the
authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel and such other advisors
as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee
the work, of any outside counsel and other advisors.
The Committee shall receive
appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation
to the Company’s independent auditors, any other accounting firm engaged to perform services for the Company, any outside counsel
and any other advisors to the Committee.
Structure and Operations
The Board shall designate
a member of the Committee as the chairperson. The Committee shall meet at least two times a year at such times and places as it deems
necessary to fulfill its responsibilities. The Committee shall report after each committee meeting to the Board on its discussions and
actions, including any significant issues or concerns that arise at its meetings, and shall make recommendations to the Board as appropriate.
The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications
equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
The Committee shall meet separately,
and periodically, with management, and representatives of the Company’s independent auditors, and shall invite such individuals
to its meetings as it deems appropriate, to assist in carrying out its duties and responsibilities. However, the Committee shall meet
regularly without such individuals present.
The Committee shall review
this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation of Authority
The Committee shall have the
authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one
or more subcommittees as the Committee may deem appropriate in its sole discretion.
Performance Evaluation
The Committee shall conduct
an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board.
The Committee shall conduct this evaluation in such manner as it deems appropriate.
4
Exhibit 99.3
CHARTER OF THE COMPENSATION COMMITTEE OF
SAGTEC GLOBAL LIMITED
Membership
The Compensation Committee
(the “Committee”) of the board of directors (the “Board”) of SAGTEC GLOBAL LIMITED (the “Company”)
shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq
Stock Market.
Each member of the Committee
must qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
The members of the Committee
shall be appointed by the Board based on recommendations from the nominating and corporate governance committee of the Board. The members
of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove
any member from the Committee at any time with or without cause.
Purpose
The purpose of the Committee
is to carry out the responsibilities delegated by the Board relating to the review and determination of executive compensation.
Duties and Responsibilities
The Committee shall have the
following authority and responsibilities:
To review and approve annually
the corporate goals and objectives applicable to the compensation of the chief executive officer (“CEO”), evaluate
at least annually the CEO’s performance in light of those goals and objectives, and recommend to the Board for approval the CEO’s
compensation level based on this evaluation. The CEO cannot be present during any voting or deliberations by the Committee on his or her
compensation.
To review and make recommendations
to the Board regarding the compensation of all other executive officers.
To review, and make recommendations
to the Board regarding, incentive compensation plans and equity-based plans, and where appropriate or required, recommend for approval
by the shareholders of the Company, which includes the ability to adopt, amend and terminate such plans. The Committee shall also have
the authority to administer the Company’s incentive compensation plans and equity-based plans, including designation of the employees
to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each
award or grant, subject to the provisions of each plan.
To review, and make recommendations
to the Board regarding, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection
with a change in control, for the CEO and other executive officers, which includes the ability to adopt, amend and terminate such agreements,
arrangements or plans.
To review all director compensation
and benefits for service on the Board and Board committees at least once a year and to recommend any changes to the Board as necessary.
To oversee, in conjunction
with the Board, engagement with shareholders and proxy advisory firms on executive compensation matters.
Outside Advisors
The Committee shall have the
authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the
execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work,
of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance
of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter.
The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Committee shall receive
appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation
to its compensation consultants, outside legal counsel and any other advisors. However, the Committee shall not be required to implement
or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the compensation
committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment
in fulfillment of its duties under this Charter.
In retaining or seeking advice
from compensation consultants, outside counsel and other advisors (other than the Company’s in-house counsel), the Committee must
take into consideration the factors specified in Nasdaq Listing Rule 5605(d)(1)(D). The Committee may retain, or receive advice from,
any compensation advisor they prefer, including ones that are not independent, after considering the specified factors. The Committee
is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on
any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally
available to all salaried employees or providing information that is not customized for a particular company or that is customized based
on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.
The Committee shall evaluate
whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv)
of Regulation S-K. Any compensation consultant retained by the Committee to assist with its responsibilities relating to executive compensation
or director compensation shall not be retained by the Company for any compensation or other human resource matters.
Structure and Operations
The Board shall designate
a member of the Committee as the chairperson. The Committee shall meet at least two times a year at such times and places as it deems
necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions and make recommendations
to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone
or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are
applicable to the Board.
The Committee may invite such
members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present,
and in all cases the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed
or determined.
The Committee shall review
this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation of Authority
The Committee shall have the
authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one
or more subcommittees as the Committee may deem appropriate in its sole discretion.
Performance Evaluation
The Committee shall conduct
an annual evaluation of the performance of its duties under this charter and shall present the results of the evaluation to the Board.
The Committee shall conduct this evaluation in such manner as it deems appropriate.
Exhibit 99.4
CHARTER OF THE NOMINATING
COMMITTEE OF
SAGTEC GLOBAL LIMITED
Membership
The
Nominating Committee (the “Committee”) of the board of directors (the “Board”) of SAGTEC GLOBAL
LIMITED, (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent
in accordance with the rules of the Nasdaq Stock Market.
The
members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board
may remove any member from the Committee at any time with or without cause.
Purpose
The
purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the Company’s director nominations
process and procedures, developing and maintaining the Company’s corporate governance policies and any related matters required
by the federal securities laws.
Duties and Responsibilities
The
Committee shall have the following authority and responsibilities:
To
identify and screen individuals qualified to become members of the Board, consistent with criteria approved by the Board. The Committee
shall consider any director candidates recommended by the Company’s shareholders pursuant to the procedures set forth in the Company’s
described in the Company’s proxy statement.
To
make recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a shareholder vote
at the annual meeting of shareholders.
To
oversee the Company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending
to the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework,
including its certificate of incorporation and by-laws.
To
review the Board’s committee structure and composition and to make recommendations to the Board regarding the appointment of directors
to serve as members of each committee and committee chairmen annually.
If
a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and
approval of candidates to fill such vacancy either by election by shareholders or appointment by the Board.
To
develop and recommend to the Board for approval standards for determining whether a director has a relationship with the Company that
would impair its independence.
To
review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the
operations of the Committee and other Board committees, director independence and the director nominations process, and to recommend that
this disclosure be, included in the Company’s proxy statement or annual report on Form 20-F, as applicable.
To
develop and recommend to the Board for approval a Company Code of Business Conduct and Ethics (the “Code”), to monitor
compliance with the Company’s Code, to investigate any alleged breach or violation of the Code, to enforce the provisions of the
Code and to review the Code periodically and recommend any changes to the Board.
Outside Advisors
The
Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a director search firm as necessary
to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation
and oversee the work of the director search firm. The Committee shall have the authority, in its sole discretion, to retain and obtain
the advice and assistance of outside counsel, an executive search firm and such other advisors as it deems necessary to fulfill its duties
and responsibilities under this Charter. The Committee shall set the compensation and oversee the work of its outside counsel, the executive
search firm and any other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in
its capacity as a committee of the Board, for the payment of compensation to its search consultants, outside counsel and any other advisors.
Structure and Operations
The
Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least two times a year at such times and
places as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board regarding its actions
and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings
in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and
voting requirements as are applicable to the Board.
The
Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation of Authority
The
Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such
responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
Performance Evaluation
The
Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the
evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
Exhibit 99.5
CONSENT OF PAN SENG WEE
SAGTEC GLOBAL LIMITED (the “Company”)
intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”)
registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended,
the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
| /s/ Pan Seng Wee |
|
| Pan Seng Wee |
|
Exhibit 99.6
CONSENT OF ROBERT M HARRISON
SAGTEC GLOBAL LIMITED (the “Company”) intends to file a Registration
Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities
for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby
consents to being named in the Registration Statement as a Director Nominee.
Dated: August 16, 2024
| /s/ Robert M Harrison |
|
| Robert M Harrison |
|
Exhibit 99.7
CONSENT OF LAI FUU SING
SAGTEC GLOBAL LIMITED (the “Company”)
intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”)
registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended,
the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.
Dated: December 19, 2024
| /s/ Lai Fuu Sing |
|
| Lai Fuu Sing |
|
Exhibit 107
Calculation of Filing Fee Tables
F-1
(Form Type)
Sagtec Global Limited
(Exact Name of Registrant as Specified in its Charter)
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward
Securities
| | |
Security
Type | |
Security
Class
Title | |
Fee
Calculation
or Carry
Forward
Rule | |
Amount
Registered | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering
Price(1) | | |
Fee
Rate | | |
Amount
of
Registration
Fee | | |
Carry
Forward
Form
Type | | |
Carry
Forward
File
Number | | |
Carry
Forward
Initial
effective
date | | |
Filing
Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward | |
| Newly Registered Securities |
| Fees to Be Paid | |
Equity | |
Ordinary Shares, no-par value | |
457(o) | |
| | | |
$ | | | |
$ | 9,200,000 | | |
$ | 0.0001531 | | |
$ | 1,408.52 | | |
| | | |
| | | |
| | | |
| | |
| Fees to Be Paid | |
Other | |
Underwriter Warrants(2) | |
other | |
| — | | |
| — | | |
| — | | |
| — | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Fees to Be Paid | |
Equity | |
Ordinary Shares, no-par value, underlying the
Underwriter Warrants(2) | |
457(o) | |
| | | |
$ | | | |
$ | 460,000 | | |
$ | 0.0001531 | | |
$ | 70.43 | | |
| | | |
| | | |
| | | |
| | |
| Fees Previously Paid | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Carry Forward Securities | |
| Carry Forward Securities | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Offering Amounts | | |
$ | 9,660,000 | | |
$ | 0.0001531 | | |
$ | 1,478.95 | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Fees Previously Paid | | |
| | | |
| | | |
$ | 0 | | |
| | | |
| | | |
| | | |
| | |
| | |
Total Fee Offsets | | |
| | | |
| | | |
$ | 0 | | |
| | | |
| | | |
| | | |
| | |
| | |
Net Fee Due | | |
| | | |
| | | |
$ | 1,478.95 | | |
| | | |
| | | |
| | | |
| | |
| (1) |
The registration fee for securities is based on an estimate of the
Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant
to Rule 457(o). In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional shares of Ordinary
Shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. |
| |
|
| (2) |
The Registrant will issue to the underwriter warrants to purchase a
number of Ordinary Shares equal to an aggregate of 5.00% of the Ordinary Shares sold in the offering (the “Underwriter Warrants”).
The exercise price of the Underwriter Warrants is equal to 100% of the offering price of the Ordinary Shares. |
