AGREEMENT
WHEREAS
- The Company was incorporated with the main objective of being a holding company to acquire all the shares of the First Party, the Second Party and the Third Party at a consideration sum to be contained hereinafter.
- The Company shall pending or upon the completion of the acquisition of all the shares in the companies as stated in recital 1 above shall immediately apply to the Securities Commission (hereinafter referred to as “the SC”) for a second board listing in the Kuala Lumpur Stock Exchange (hereinafter referred to as “the KLSE”)
- The Company has a current issued and paid up capital of Ringgit Malaysia Two only (RM 2.00) divided into two (2) shares of Ringgit Malaysia One (RM 1.00) each and beneficially own by Mr. Micheal and Mr. Y respectively and are also presently the directors of the Company.
- The Company was incorporated on x day of month, 2000 and is currently a dormant company with no principal activities involved.
- All the shareholders of the First Party, the Second Party and the Third Party hereby irrevocably declares that their respective.
- The Parties hereto have agreed to co-operate together and to pull their resources for the purposes of the successful listing of the Company.
WHEREBY IT IS AGREED AND DECLARED AS FOLLOWS:
- PURPOSE OF THIS AGREEMENT
1.1 Notwithstanding the powers and/or authorities granted as per this agreement to the Fourth Party, the Fourth Party shall try with his best endeavor to procure obtain to the best of his ability to obtain the approval from the SC for the second listing status of the Company into the KLSE.
1.2 The Fourth Party shall conduct all transactions, dealings and to execute whatever documents necessary or required by any government authorities or as advised by relevant consultants or in the opinion of the Fourth Party expedient to procure the listing status of the Company into the KLSE.
1.3 Furtherance to clause 1.2 above, all the parties hereinafter contained shall facilitate or assist the Fourth Party in whatever ways in order for the successful listing of the Company.
1.4 All the shareholders and directors of the Three Companies have acknowledged and agreed that the value of acquisition of their respective Three Companies may not be the same value as per agreed by parties hereto in their respective sale agreement, it shall be conditional or subject to variations by the SC or other relevant authorities and it is expressly agreed amongst the parties hereto that in the event of any variation or change of the value of acquisition of shares of their respective Three Companies and may resulted in the change in the shareholdings of the Three Companies in the Companies, the parties hereby irrevocably agree to be bound by any change in value of acquisition of shares of their respective Three Companies by the Company.
- APPOINTMENT/GRANT OF POWER TO ACT
2.1 The First Party, the Second Party and the Third Party (hereinafter referred to as “the Three Companies”) have hereby agreed to subject to the terms and conditions hereinafter contained to appoint facilitate and grant the authority to the Fourth Party to act and represent on behalf of the Three Companies collectively to exercise execute and conduct all future transactions stated hereinafter from the date hereof.
- PARTICULARS AND POWERS GRANTED TO THE FOURTH PARTY
3.1 The Fourth Party is hereby granted the powers and authorities to execute the followings:
(c) To solely act and represent the Three Parties and the Company in all correspondence with the SC and/or the KLSE in all applications necessary namely the due diligence reports by consultants and other steps necessary for the ascertainment of listing status for the Company.
(d) To appoint and remove all relevant consultants or professionals being advocates, auditors, company secretaries, merchant bankers and underwriters to conduct any due diligence report necessary in relation to the listing of the Company or the Three Companies.
3.2 A shareholders and directors resolutions of the Company and the Three Companies shall be resolved by all the shareholders and directors respectively simultaneously upon the execution of this Agreement.
- CONDUCT OF THE ALL THE PARTIES
4.1 In addition but not in derogation of clause 3 above, while this Agreement remains in force and nothwithstanding to the contrary, the Fourth Party shall procure that except with the consent of all of them:
© The Company (which expression shall include the Board) shall not:
(2) make any loan or advance or otherwise give credit (other than credit given in the normal course of the Company’s business) to any person except for the purpose of making deposits with the bankers;
(3) create of issue any debenture mortgage charge or other security over any assets of the Company;
(4) declare or pay any dividend or other distribution in respect of any share capital of the Company;
- CESSATION OF THE POWERS TO THE FOURTH PARTY
5.1 The grant of the authorities or powers to the Fourth Party shall ceased immediately within 1 calender year from the execution of this Agreement.
5.2 However, if the receipt of the approval from the SC was received prior to the execution of this Agreement, the Fourth Party shall have an automatic extension of time to continue and proceed with the listing of the Company and clause 4.1 above shall be of no relevance.
5.3 In the event that the listing application of the Company was rejected by the SC for whatever reasons, this agreement shall immediately ceased to be of any further effect.
- ACQUISITION OF THE THREE PARTIES
6.1 The Company has entered into a share purchase agreement with the First Party on (date) for a consideration sum of RM 100,000.00
6.2 The Company has entered into a share purchase agreement with the Second Party on (date) for a consideration sum of RM 100,000.00
6.4 In consideration of the acquisition or purchase of all the shares in the Three Companies as stated in 5.1, 5.2 and 5.3 above, the Company shall issued shares of 100,000 shares each at RM 1.00 per share of the Company to each of the Three Companies (hereinafter referred to as “the consideration sum”)
- IMPOSITION BY SC
7.1 In the event that pending or after the completion of the sale and purchase of shares entered between the Company and each of the Three Companies in separate sale agreements, there were to be any imposition of change or variation as the consideration sum by the SE after their independent valuations, the Fourth Party shall have the exclusive power to varied or change the price of the consideration sum which shall effect the proportion of the issuance of the shares from the Company to each of the Three Companies.
7.2 The Three Companies hereto irrevocably agrees that notwithstanding the change (increase or decrease) in the value of the sale of the shares to the Company and as consequent thereof, the Company shall change (increase or decrease) their issuance of shares in the respective proportion as per SE conditions and that shall constitute as the new consideration sum (hereinafter referred to as “the new consideration sum”).
- COVENANTS BY THE THREE COMPANIE
8.1 The Three Companies hereby covenant that they shall at all times PROVIDED ONLY that notice is given by the Fourth Party by the method as stated hereinafter to each of them to immediately execute whatever necessary namely inter alia capital injections into the Company, transfer of assets in each of the Three Companies into the Company, reduction of capital, issuance of dividends, increased of paid up capital, the change of the status of the Company from a limited company into a public company and the addition of bumiputra and/or non bumiputra shareholders and/or directors into the Company in order to facilitate the Fourth Party to execute all the decisions engage in all transactions of the Three Companies and the Company efficiently and without any delay.
8.2 Notwithstanding a shareholders and directors resolutions shall be resolved upon the execution of this agreement to validate clause 7.1 above, the Three Companies and/or the Companies shall procure all present and/or future shareholders and directors resolutions to be required by the Fourth Party.
8.3 It is also agreed amongst the parties hereto that notwithstanding the memorandum and articles of the Companies may state otherwise particularly as any of the clause stated herein, it shall not in anyway rendered this agreement and any other terms and conditions contained herein null and void.
- COVENANTS BY THE COMPANY
9.1 (note that the covenant shall be similar to clause above)
- APPROVAL TO BE OBTAINED BY THE COMPANY
10.1 The Parties shall cause the Company and the Company shall as soon as possible apply for and use all reasonable endeavours to prepare the documents for the submission of listing to the SE and any other relevant institution.
10.2 The Company shall notify the Parties in writing of the conditions imposed by the SE or other relevant institutions as the case may be immediately upon the Company’s receipt of the same from SE or other relevant institutions.
- RESCISSION RIGHTS
11.1 In furtherance to clause 4 stated above, this agreement shall automatically be rescinded:
(b) upon the Company or the Fourth Party informing SE that the conditions imposed by the SE is unacceptable to the Company after the Parties shall have decided not to appeal to the SE against the imposition of such conditions.
- THE PLACE FOR EXECUTION OF THIS AGREEMENT
- IN EVENT OF BREACH
13.1 (Fourth Party entitles to specific performance)
- NOTICE
- SOCILITORS CLAUSE
- TIME IS OF THE ESSENCE CLAUSE
- AGREEMENT BINDING ON SUCCESSORS IN TITLE CLAUSE
- COST OF STAMPING AND OTHER COST INCIDENTAL IN EVENT THE APPLICATION IS ABORTIVE OR SUCCESSFUL CLAUSE
- THE THREE COMPANIES SHALL ENSURE THAT PRIOR TO THE SUCESSFUL LISTING OF THE COMPANY THAT THEIR SHARES IN EACH OF THE THREE COMPANIES ARE FREE FROM ANY ENCUMBRANCES.
- RIGHTS OF THE THREE PARTIES TO APPOINT NUMBER DIRECTORS INTO THE COMPANY.
- ANY FINANCING OBLIGATION CLAUSE BY THE COMPANY TO ACQUIRE THE THREE COMPANIES?
- SHARES TRANSFER
Save as otherwise expressly provided in this Agreement, no Party to it shall be entitled during the term of this Agreement to sell transfer charge incumber grant options over or otherwise dispose of any of the shares or any beneficial interest in any of the shares now owned or to be acquired after the date of this Agreement by it in the Company or the Three Companies under or pursuant to this Agreement or by virtue of its shareholding in the Company or the Three Companies.
- SUPREMACY AND GENERAL COVENANTS
If any provisions of the Memorandum or Articles of Association of the Company or the Three Companies at any time conflict with any of the provisions of this Agreement the provisions of this Agreement shall prevail.
24. ARBITRATION CLAUSE
