joint mou

8/9/2019 JOINT MOU

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JOINT VENTURE AGREEMENT

This Agreement is signed on the ……… day of …………..…. by and among:

ABC SDN BHD (Co. No. 329811-V) hereinafter referred to as “ABC” having its business at xxxx

and

ROLINE SDN BHD (Co. No. 578799-U) hereinafter referred to as “ROLINE” having its businessaddress at Unit 1112, Level 11, Leisure Commerce Square, 46150 Petaling Jaya.

WHEREAS;

ABC is a subsidiary within the Business Focus Group and is designated to undertake the hardware,software and solutions work for the Business Focus Group’s naval dockyard i.e. PSC-Naval Dockyard.ABC is also aiming to become a total IT solutions provider in the region with skills and resources toprovide various levels of solution.

ROLINE is involved, among other things, in the business of IT education, resource planning andprogramming. Roline has its associates in India and Singapore with the ability to provide specific skillsets to carry out programming work.

ABC and ROLINE wish to complement each other by combining each party’s skills, strengths andresources by forming a joint venture company named ABC Solutions Sdn Bhd (hereiafter called “ABCSolutions”) to undertake projects in various fields where the joint expertise is deemed suitable andvaluable.

ABC Solutions shall be incorporated with an authorized capital of RM100,000 and shall have a paid upshare capital of RM10,000 divide into two lots of 5,000 shares each (valued at RM1.00 each) and heldrespectively by ABC and Roline.

As joint venture partners, the parties agree to enter into this Joint Venture Agreement to regulate theirrelationship as shareholders and to conduct business with mutual confidence and cooperation.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. In this Agreement, the following terms and expressions shall have the following meanings:

1.1. “Agreement” shall refer to this Joint Venture Agreement

1.2. “Affiliate” shall refer to any company that has shares in ABC and/or Roline

1.3. “Board” shall mean the Board of Directors of ABC Solutions

1.4. “Company” shall mean ABC Solutions Sdn Bhd

1.5. “Defaulter” shall mean the party that has committed a breach of its obligations under thisAgreement

1.6. “Leaver” shall mean the party that decided to leave the joint venture after the obligatory period

1.7. “Obligatory period” shall mean the period of time during which this Agreement shall not beterminated by notice

1.8. “Parties” shall mean ABC and Roline

1.9. “Products” shall mean all products listed in the Supplement

1.10. “Customers” shall mean all customers listed in the Supplement

1.11. “Supllement” shall mean the Supplement to this Agreement annexed herein and shall be readas part of this Agreement

2. ABC Solutions shall have the following share structure

2.1. 5,000 shares owned by ABC and2.2. 5,000 shares owned by Roline

8/9/2019 JOINT MOU


2.3. No shares may be disposed, transferred, sold or traded with any party without a writtenconsent from all shareholders within the obligatory period of 5 years

3. The following persons shall be the Directors of ABC Solutions:

3.1. ABC’s appointees shall be Ishkandar Shah and ???

3.2. Roline’s appointees shall be R. Ravindran and ???

4. In the absence of the above, the following persons may act as nominee Directors:

4.1. ABC’s nominees shall be ???

4.2. Roline’s nominees shall be ???

5. All cheques shall be jointly signed by one representative each from ABC and Roline’s appointedDirectors.

6. Directors shall not act singly in transacting any activity, business or transaction that involves financialliability and risk(s) to ABC Solutions.

7. Quorum for all Board meetings shall be to have at least two Directors present in person or viaappointed nominees where one Director is from ABC and one from Roline.

8. The Chairman of the Board shall be appointed by ABC and the Chairman shall have a second orcasting vote at any meetings of the Board except in cases involving discussions or resolutionspertaining to activities that carry a financial risk of more than RM10,000 in aggregate.

9. ABC Solutions shall be involved in the following main business activities:

9.1. IT related services, products and/or solutions

9.2. Configurative or derivative products such as digital business cards, presentation tools anddigital corporate products

9.3. Programming and development

10. The operations of ABC Solutions shall be carried out from the office of ABC with the office of Rolinebeing treated as a designated branch office.

11. Until such time that a tangible business is secured; operational cost shall be shared as follows:11.1. Both parties shall second their designated staff to work on the business activities of ABC

Solutions at their own cost but accounted into ABC Solutions as part of their contribution

11.2. Staff may work from their own work places where tangible and direct costs are accounted intoABC Solutions.

11.3. ABC shall bear accommodation and travel costs for staff that are foreigners seconded for ABCSolutions jobs where Roline maintains their salaries and meal allowances.

12. Meanwhile, ABC Solutions shall pay the cost of secretarial fee, accounting fee, audit costs andstatutory fees to the Registrar of Companies.

13. ABC and Roline shall discuss, resolve and agree on costs, revenue streams and product positioningprior to undertaking any new ventures such that both party are in agreement on the cost contributionsand profit projections.

14. A supplement to this Agreement shall detail the following information and added as an annexure tothis Agreement from time to time at a frequency deemed appropriate:

14.1. Potential and current customers of ABC Solutions

14.2. Potential and current projects and/or products

15. The supplement shall be read as part of this Agreement and shall be the reference in terms ofdefining non-compete territories and activities within this partnership.

16. Parties to this agreement hereby agrees that they shall not, directly, via its affiliates or indirectly,compete, canvass for business or operate within the same customer or product areas defined in thesupplement as referred to in Clause 14.

17. This Agreement shall be in force as long as the existence of the partnership within ABC Solutionsand the terms may be amended only and only by mutual consent from both parties.

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18. In the event of default by either party where the defaulter is in material breach of any of theobligations under this Agreement, the following rule shall apply

18.1. This Agreement may be terminated with respect to the defaulter by the non-defaulting party

18.2. The non-defaulting party shall have an option to purchase the defaulter’s shares at prevailingvalue as determined via an appraisal by two certified accountants, one nominated by thedefaulter and one nominated by the non-defaulting party.

19. Leaving the joint venture during the obligatory period of 5 years from the date of signing thisAgreement shall be treated in the following manner:

19.1. Any shareholder may give a notice of 2 calendar months (referred to as “Leaver”) to the othershareholder stating their intention to leave the joint venture partnership.

19.2. In this event, the leaver shall deemed to be consenting to transfer their shares at 50% of itsoriginal value or 50% of its prevailing value, whichever is lower, to the remaining shareholder.

19.3. The leaver shall be paid their portion of the appropriated dividends, shareholder loans andother due monies within a period of 12 calendar months of the termination as herein.

20. Leaving the joint venture upon expiry of the obligatory period of 5 years from the date of signing thisAgreement shall be treated in the following manner:

20.1. Any shareholder may give a notice of 2 calendar months (referred to as “Leaver”) to the othershareholder stating their intention to leave the joint venture partnership.

20.2. In this event, the leaver is deemed to be offering the transfer of shares to the remainingshareholder at prevailing share value.

20.3. Upon transfer of shares as above and settlement of any remaining shareholder loans,appropriated dividends and other due monies this Agreement is deemed terminated and shallnot govern the shareholders any longer.

21. In all cases of terminations as in Clauses 18, 19 and 20, the remaining shareholder may exercisetheir rights to convene a shareholder’s meeting to liquidate the company and wind up the operationsinstead of accepting the transfer of shares.

22. ABC and Roline agrees to uphold the principles of good partnership and work within the frameworkof this Agreement to develop and enhance the value of ABC Solutions keeping in mind their mutualbenefit and share of liabilities.

23. This Agreement shall be governed in accordance to the Malaysian law

IN WITNESS WHEREOF this Joint Venture Agreement has been executed on the day and year firstmentioned above.

SIGNED by: ))

For and on behalf of )

ABC SDN BHD )In the presence of: )

)

SIGNED by: ))

For and on behalf of )ROLINE SDN BHD )In the presence of: )

)

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SUPPLEMENT TO THE JOINT VENTURE AGREEMENT DATED ??? BETWEEN ABC SDN BHD AND

ROLINE SDN BHD

List of customers & potential customers:

1. ??

2. ??

3. ??

4. ??

5. ??

List of products and projects:

1. ??

2. ?

3. ??

4. ??5. ??

joint mou

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