[Member] Joint-Venture Agreement (Multi-Level Marketing)

An Agreement made on the … day of …  Between  ………..  (Company  No:       ), a Company incorporated in Malaysia having its registered office at ………. (hereinafter called “Perfect Pursuit”) of the one part and …… (NRIC NO: …………), of ………. (hereinafter called “CHAN”) of the second part and …….. (Company NO: ), a Company incorporated in Malaysia and having its registered office at ………. (hereinafter called “IFAS”) of the third part and …………. (NRIC NO: ……..) of ……. (hereinafter called “HIEW”) of the fourth part (unless individually referred to, the parties hereafter shall collectively be called “the Parties”).

 

WHEREAS:-

 

1.Perfect  Pursuit, IFAS, CHAN and HIEW desire  to    collaborate to form a joint venture company in Malaysia to engage in the business of direct sales and multi-level marketing on skin care and health food products.

2.  The parties shall organise a limited private company to be called ….. Sdn Bhd (hereinafter called “the Company”) or if such name is not available for incorporation, to be called by such other name as the parties may mutually decide.

 

3.The  parties are desirous of entering into  this      Agreement to regulate the right and obligations of the parties  in  relation to the  administration  and        management  of  the Company upon the  terms  and     conditions hereinafter contained.

 

NOWTHEREFORE, IN CONSIDERATION OF THE ABOVE PREMISES AND MUTUAL COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS :-

ARTICLE 1

FORMATION OF THE COMPANY

 

1.1The main business of the Company shall be that of direct selling and multi-level marketing on skin care and health food products.

 

1.2The business of the Company shall be conducted in the best interests of the Company on sound commercial profit making principles so as to generate the maximum achievable  maintainable  profits  available  for distribution.

 

1.3 The authorised capital of the Company shall be Ringgit Malaysia  …. (RM……..) divided into 1,500,000 ordinary shares of par value Ringgit Malaysia One (RM1.00) only each of which the parties hereto shall initially subscribe for one million ordinary shares of Ringgit Malaysia One (RM1.00) each in the Company in the proportion as detailed below as paid up capital:-

 

                                 No. of Shares Percentage

 

   

and thereafter the parties hereto agree that the paid-up and authorised capital of the Company may be   increased by the parties’ mutual agreement made in writing from time to time to meet the working capital and capital investments of the Company and shall be subscribed for in cash or by the capitalisation of  reserves for bonus shares by the parties hereto in the proportion of their equity shareholding in the Company.

 

1.4 Notwithstanding the provisions of Article 1.3, Perfect Pursuit shall have an option to subscribe for its portion of shares fully in cash or partly by cash of RM……………. and partly by stocks/goods delivered and transferred  to  the  Company to  the  value  of RM250,000.00.

 

1.5 The parties agree that Perfect Pursuit and Hiew shall use  their  best efforts to make  the  necessary    arrangements for the Company to apply for all necessary licences, approvals and permits for the operation of the business of the Company.

 

1.6The registered office of the Company shall be at …

 

 

1.7The parties shall pay or advance an aggregate sum of Ringgit Malaysia  (RM …) in the proportion of their respective equity shareholding as incorporation  and other expenses within fourteen (14) days from execution of this Agreement. All monies paid in excess of each party’s shareholding shall be considered as an advance to the Company and shall be  re-imbursed to the        respective shareholder concerned.

 

1.8Pursuant to the provisions of Article 1.3, the parties shall pay and subscribe for shares in the Company not later than or such later date as the parties may agree subject always to the following conditions precedent:-

 

(a) the  completion of all  necessary  corporate/other    actions required to authorise the transactions herein contemplated; and

 

(b)the  approvals  and  consents  from  all  public,      governmental and other competent authorities in or of Malaysia shall have been obtained or received for the execution, delivery and performance of this Agreement.

 

1.9Perfect Pursuit covenants and undertakes that it shall cause its shareholders to waive their pre-emption rights against each other and give an option to the Company to purchase thirty per centum (30%) of its equity. Such option shall be exercised within one year of this Agreement becoming unconditional. The purchase price shall be based on the net tangible assets of Perfect Pursuit at the time of exercise of the option as certified by an independent auditor for the time being of the Company (acting as an expert and not as an arbitrator). The fees and expenses of the said  auditor  in connection with  the  aforesaid certification shall be borne by the Company.

 

1.10     The Memorandum and Article of Association of the Company to be organised shall be in such form as shall be expedient and necessary to give effect and efficacy to the provisions of this Agreement.

 

ARTICLE 2

NON-ASSIGNABILITY

 

Save  as  provided in this Agreement,  none  of  the      respective rights and obligations of the parties hereto shall  be assignable except with the prior consent in writing of the other party hereto which consent shall not be unreasonably withheld. This Agreement shall enure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

 

 

 

 

ARTICLE 3

BOARD OF DIRECTORS

3.1 The Board of Directors (“Board”) of the Company shall be subjected to any change agreed in writing by the parties hereto shall be at any one time as follows :-

 

(a)Two (2) Directors to be nominated by …;

 

(b)One (1) Director to be nominated by …… SDN BHD;

 

(c)One (1) Director to be nominated by CHAN;

 

         (d)  One (1) Director to be nominated by mutual agreement of the parties hereto.

 

3.2The parties agree that the Authorities, Duties and Responsibilities  of  the  Board  shall  be  as     specified in Appendix “A” annexed hereto provided that such Authorities, Duties and Responsibilities  are subject to review by the parties whenever necessary for the smooth operation of the Company’s business.

 

3.3The quorum necessary for the transaction of business at a Board meeting shall be three (3) including at least one Director from Perfect Pursuit and the Director nominated by CHAN.

 

3.4 The Chairman of the Board shall be appointed by mutual agreement of the parties hereto but he shall not have any casting vote.

 

3.5The Managing Director of the Company shall be appointed by the Board of Directors and he shall be accountable to the Board. The Managing Director shall have the overall responsibility in the supervision of the daily business of the Company and shall ensure that all resolutions of the Meetings of Shareholders and the Board of Directors are carried out.

 

3.6 It is agreed between the parties hereto that HIEW shall be appointed the Chief Executive Officer subject to the terms  and  conditions contained  in  a  separate appointment letter.

 

3.7 The power to appoint Directors shall include the power to fix the period of their appointment and to remove the Directors so appointed. Whenever a Director for any reason whatsoever ceases to be a Director of the Company the party which appointed such Director shall be entitled to nominate another Director in his place.

 

3.8 Neither of the parties hereto will exercise its votes to prevent the appointment of or the removal of a nominee  for the time being of any party as  a     Director of the Company except when called upon to do so by the other party.

 

3.9 If at any general meeting of the Company a nominee of one party retires from office as a Director of the Company then the other parties will cast its vote as a member of the Company in favour of the re-election of such nominee of that party except when called upon not to do so by that party.

 

3.10     The right of nomination, determination of period of office or removal of a Director pursuant to this    Article shall be exercised by notice in  writing signed by or on behalf of the party entitled to exercise such right and addressed to the Secretary for the  time being of the Company. Such  nomination determination or removal shall take effect from the date of receipt of such notice or on the date specified therein which ever shall be the later.

 

3.11     Any Director may from time to time appoint any person to be his/her alternate Director of the Company and may at  any  time remove the alternate  Director  so appointed by him from office and substitute another in his place with the approval of the other Directors which approval must not be unreasonably withheld.

 

3.12     The Chairman (when present) shall preside all the meetings of the Board and shareholders of the Company and shall automatically cease to hold office if he ceases for any cause to be a Director of the Company.

 

3.13     Subject to the provisions of this Agreement  any    question arising at any Board meeting shall be decided upon by a simple majority of votes of the Directors present.

 

3.14     The Company shall repay to any Director all such   reasonable expenses as he may incur in attending and returning from meetings of the Board or of  any     committee of the Director or General Meetings or otherwise in or about the business of the Company. The Board of Directors shall decide what are reasonable expenses.

 

3.14     Meetings of the Board of Directors may be called at the request of the Managing Director and a Director may, and the Secretary on the requisition of the Director shall at any time summon a meeting of the Directors.

 

ARTICLE 4

SHAREHOLDERS’ MEETING

4.1 All notices of general meetings shall be accompanied by a complete agenda for the meeting in each case and the texts of resolutions proposed to be adopted at such meetings.

 

4.2Except as otherwise required by mandatory provisions of the Companies Act 1965 it is hereby agreed and the Articles of Association of the Company shall provide that a quorum for a general meeting of the shareholders of the Company shall require the presence in person or by proxy of shareholders of the Company holding or representing at least fifty per centum (50%) of the total issued shares and entitled to vote thereat and     resolutions of general meetings of shareholders of the Company shall be adopted by affirmative vote  as     prescribed in the Articles of Association of the Company or applicable provisions under the Companies Act or the provisions of this Agreement.

 

4.3In the event a general meeting of the shareholders is duly convened but cannot be held for lack of quorum such meeting shall be adjourned to the same time and day of the following week. If at such adjourned meeting

the quorum is still lacking any Shareholder whether in person or by proxy present shall constitute a quorum.

 

4.4 The parties hereto shall use their best endeavours to ensure that the Company observes, maintains and carries out all the provisions of this Agreement and shall use their voting rights in such manner that the provisions of this Agreement are observed, maintained and carried out. The parties hereto shall procure that no capital expenditure exceeding Ringgit Malaysia

 ………………… shall be transacted by any one of the parties hereto or the Board  or the Company without the prior agreement of shareholders holding in total at least seventy five per centum (75%) of the shares of the Company. In particular (without prejudice to the generality of the foregoing) the Company shall not unless with the approval of the shareholders holding at least seventy-five per centum (75%) of the shares of the Company:-

 

    (a)alter its Memorandum and Articles of Association;

 

    (b)increase its authorised or isssued share capital, or issue any Share option, bond or other security or raise any unsecured loan, or enter into any agreement which shall entitle any party thereto or any third party to an allotment of shares in the Company or to vote at any general meeting of the Company or to appoint or remove any director of the Company;

 

    (c)pass  any resolution for the winding up  or liquidation of the Company;

 

    (d)enter  into  any  service  agreement,  or     agreement for services or agency agreement or other long term agreement of a similar nature other than in the ordinary course of business of the Company as it shall for the time being be carried on;

 

    (e) change the nature or scope of its business;

 

    (f)at any time enter into any contract or transaction except in the ordinary course of its business and upon an arm’s length basis;

 

    (g)have as its accounting period any period other than a period of twelve (12) months other than by operation of law;

 

None of the above paragraphs in this sub-section shall be limited or restricted by reference to, or inference from, the terms of any other of those paragraphs. The parties hereto shall procure that, in respect of those matters or things specified in the above paragraphs of this sub-section which are (or but for this Agreement would be) within the competence of the Board of Directors of the Company no power or authority shall be delegated by the said Board to other person or body of persons.

 

ARTICLE 5

MANAGEMENT OF RECORDS AND ACCOUNTS

5.1 The parties shall cause the Company to establish and maintain an accounting system which is agreed upon by the parties including accurate books of account and records  in  accordance  with  generally  accepted     accounting principles, which books and records shall be compiled  employing  standards and  procedures  in      conformity with mandatory requirements of Malaysia law.

 

5.2 The parties hereto agree to cause the books  of the Company to be audited at the end of each fiscal year during the term of this Agreement by any such reputable firm as shall from time to time be mutually agreed in writing by the parties hereto or by the Board of Directors and qualified to act. Such accountants and auditors shall annually provide each party to this Agreement with a financial report in the English language in accordance with the generally accepted international accounting principles. The Company shall prepare monthly and quarterly financial statements and distribute to the Board of Directors by the 15th of each month for monthly report and the last day of the   next month after quarterly closing.

 

ARTICLE 6

SALARIES AND WAGES

The  number of personnel assigned and seconded to the     Company by the parties hereto or employed by the Company shall be determined by the Board and their salaries, wages and other payments shall be paid by the Company subject to compliance with Malaysia laws and regulations.

 

ARTICLE 7

TRANSFER OF SHARES

7.1 (a)  The parties hereto agree that they shall not sell transfer  or  otherwise  part  with  the beneficial ownership of any shares of the Company without first making an offer in writing to sell the same to the other existing  shareholders stating  the number of shares to be offerred, the proposed  selling  price  determined  by  an independent valuer or firm of accountant agreed upon between the parties hereto and all other terms as the Offeror would be prepared to sell to named third parties PROVIDED ALWAYS and it is hereby  expressly stated that nothing  herein contained  shall  prohibit  any  party  from transferring the legal ownership of the shares of the Company to its nominee or nominees.

 

(b)If any offeree does not exercise its right of first refusal, other offerees may purchase the remaining shares pro rata. If the shares are not sold as provided above, the offeror may sell its shares to the named third party specified in the notice in accordance therewith.

 

7.2Every offer for sale of any share shall remain open for acceptance for a period of thirty (30) days from the date of such offer. If after the expiry of such period the offeree(s) has not accepted the offer the offeror may sell all (but not some only) of its shares to a third party or parties within a further thirty (30) days, but only at the price offerred.

 

7.3      The shareholder who has transferred shares to a third party pursuant to this Article 7 shall cause the purchaser or purchasers of such shares to deliver  to the other shareholders a  letter agreeing to comply with and to be bound by the ongoing and prospective provisions hereof  as though it were a signatory to this Agreement.

 

7.4Notwithstanding  anything  to  the  contrary abovewritten it is hereby expressly agreed by the parties that no party shall in any event dispose of its shareholding, in a manner  which would materially affect the ability of the Company in fulfilling the requirements of any policies of the Malaysian Government Authorities.

 

7.5No party shall pledge or hypothecate its shares of the Company or otherwise use such shares as collateral or for any purpose which could result in an involuntary transfer or assignment of such shares to third parties, unless such pledge, hypothecation or such other application has been approved in writing by the other parties hereto.

 

ARTICLE 8

TERMINATION

8.1 If a party shall :-

 

(a)fail to take all necessary action to remedy any material  and/or  persistent breach  of  this agreement within thirty (30) days from the service of any written notice by any other party hereto complaining of such breach; or

 

    (b)  go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an order of Court is made for its compulsory liquidation; or

 

    (c)  assign,  transfer or dispose of  its  shares hereunder in the Company in violation of this agreement; or

 

    (d)  enter into any composition or arrangement with its creditors; or

 

    (e)  have a receiver appointed over the whole or any part of its undertaking or assets; or

 

(f)cease or threaten to cease to carry on the whole or any substantial part of its business other than in the course of reconstruction or amalgamation; or

 

    (g)  have made any material misrepresentation or untrue warranty to induce the other party to enter into this Agreement;

 

then in any such event the other party may by written notice forthwith determine this Agreement but without prejudice to any right of either party to sue for any antecedent breach of this Agreement by the other.

 

8.2If the Company makes an initial public offering of its shares, this Agreement shall automatically terminate.

 

8.3 Any termination of this Agreement (whether under this section or otherwise) shall not relieve any party of any liability for accrued obligations of any breach under this agreement which obligation is expressed to continue after termination and failure by any party in any one or more instances to terminate this Agreement on account of any default by the other shall not be taken to constitute a condonation or waiver of the same or of any other default or breach by the other.

 

8.4 In the event that any party hereto shall transfer its share in contravention of any provisions of this    Agreement  or shall be in breach of  any  other provision of this Agreement, the Board of Directors of the Company shall be entitled to refuse such transfer of shares and such shares shall be sold to the other parties hereto in proportion to their equity.  The price of such shares shall be at par value.

 

ARTICLE 9

CONTINGENCIES

9.1 No party shall be liable to the other for the failure or delay of performance of any of its obligations under this Agreement where such failure or delay is caused by riots, civil commotions, wars, governmental  laws, orders or regulations, actions by the government or any agency thereof, act of god, storms, fires, accidents, strikes,  sabotages,  explosions  or  other  such contingencies beyond the reasonable control of the respective parties.

 

9.2 If as a result of legislation or governmental action, any party is precluded from receiving any benefit to which it is entitled hereunder, the parties shall review  the terms hereof so as to restore to the parties the benefit so deprived.

 

ARTICLE 10

CONDITIONS PRECEDENT

10.1     It is hereby agreed and declared by the parties hereto that this Agreement shall be subject to and conditional upon the approvals of:-

 

    (i)  all relevant government authorities;

 

  (ii)   the Shareholders and Board of Directors  of the respective parties hereto;

 

  (iii)  the procurement of all necessary licenses and permits and approvals for the operation of the business of the Company.

 

10.2     This Agreement shall become unconditional when all the Conditions Precedent set out in Article 10.1 above have been fulfilled.

 

10.3     All parties shall upon execution of this Agreement apply for the necessary approvals, licence or permits from the relevant authorities.

 

10.4     The parties hereby covenant with each other that they shall  use their best endeavours to fulfill  the Conditions Precedent. Each party shall at the request of the other parties forthwith supply to that party all documents and information that may be required in respect of the application to the authorities for approval.  No party shall do any act or caused to be done anything so as to adversely affect the approvals and licences obtained.

 

10.5It is hereby agreed between the parties hereto that if the approval of the authorities is obtained subject to any conditions, modifications, revaluations  and/or variations  of  any nature whatsoever  which  are materially adverse to the party affected by any such conditions,  modifications,  revaluations  and/or variations such party shall give written notice to the other parties and the relevant approval shall be considered not to have been obtained in accordance with Article 10.1 hereof. In default of such notice, the affected party shall be deemed to have accepted such conditions,  modifications,  revaluations  and/or variations.

 

10.6     In the event that any of the Conditions Precedent shall not have been fulfilled on or before the expiry of six (6) months from the date of this Agreement (hereinafter referred to as “the Conditional Date”) all parties shall, if necessary agree to a further term of two (2) months from the Conditional Date (hereinafter referred to as “the Extended Conditional Date”) to fulfill the Conditions Precedent PROVIDED THAT the parties agree that if the Conditions Precedent are not fulfilled within  the Extended Conditional Date, then  this Agreement shall, unless such period is further extended by agreement of the parties herein, terminate and be of no further effect whatsoever.

 

ARTICLE 11

ARBITRATION

 

When there is any dispute or difference regarding the    interpretation or application of this Agreement or the rights, duties or liabilities of any party under or in connection with this Agreement then and in every such case, the dispute or difference shall be referred to arbitraton in accordance with and subject to the Arbitration Act 1952.

 

ARTICLE 12

WAIVER

Any waiver by any party of breach of any terms or conditions of this Agreement shall not constitute a waiver of any other right hereunder of subsequent breach of the same terms or conditions or any other terms or conditions of  this     Agreement.

 

ARTICLE 13

LIMIT OF AUTHORITY

13.1 (a) Nothing in this Agreement shall constitute a partnership between the parties nor constitute one as the agent of the other.

 

(b)Neither does this Agreement authorise any one to pledge the credit of the other or to incur       liabilities or obligations binding on the other.

 

ARTICLE 14

WARRANTIES AND UNDERTAKINGS OF PARTIES

14.1     Each party hereby warrants to covenant with  and  undertake to the other parties hereto that whilst a shareholder of the Company or at any time within a period of three (3) years after ceasing to be a shareholder of the Company either solely or jointly with or as agent for any person, firm or corporation whether directly or indirectly it will not :-

 

(a)canvass or solicit or accept orders from any person, firm or corporation for any goods or services which have been manufactured or supplied to such person, firm or corporation in the normal course of the Company’s business or induce such person to cease to be a customer of the Company;

 

    (b)  canvass or solicit for employment any person who is, or has been an employee or director of the Company or endeavour to induce any such person to cease to be an employee or director of the Company; and

 

(c)cause or permit any third party directly or indirectly under its control to do any of the foregoing acts or things.

 

ARTICLE 15

DIVIDEND AND DISTRIBUTION POLICY

The parties shall after taking into account all relevant circumstances prevailing at the material time including without  limitation  the working  capital  expenditure       requirements of the Company procure that profits as are available for distribution in respect of each financial year are distributed by the Company to the Shareholders by way of dividend subject to the following conditions :-

 

(i)a minimum   per cent ( %) guaranteed dividend;

(ii)availability of tax credit;

(iii)    approval of the shareholders.

 

ARTICLE 16

NOTICES

16.1     Any notice or request with reference to this Agreement shall be deemed to have been sufficiently served or given for all purposes therein if sent by telex, telegram or registered airmail post and addressed to the party at its registered office for the time being or such other address as one party may notify to the other and shall be deemed to have been served at the time when it ought in ordinary course of transmission or post have been received.

 

16.2The notice, request and other correspondences shall be deemed duly received on the fifteenth (15th) day after posting  if sent by mail or twenty-four (24) hours after transmission if sent by facsimile. Any party hereto may at any time change its address or facsimile number by notifying the other party of such change in accordance with the provisions herein.

 

ARTICLE 17

AMENDMENT

This Agreement may at any time be amended by mutual     agreement in writing between the parties hereto.

 

ARTICLE 18

SEVERABILITY

In the event that any part of this Agreement shall be held as contrary to any law, statute or regulation in that       regard, the invalidity of such part shall in no way affect the validity of any other part of this Agreement and each and every part shall be severable from the other.

 

ARTICLE 19

EXCLUSIVENESS OF THIS AGREEMENT

This Agreement and the annexure attached hereto embody all the terms and conditions agreed upon among the parties hereto with respect to the subject hereof whether made orally or in writing. However in entering into  this Agreement, all parties recognise that it is impractical to make provisions for every contingency that may arise in the course of the performance hereof and accordingly  the      parties hereby declare it to be their intention that this Agreement shall operate between them with fairness and if in the course of performance of this Agreement unfairness to any party is disclosed or anticipated then the parties hereto shall use their best endeavours to agree upon such action as may be necessary and equitable to remove the cause(s) of the same.

 

 

 

 

ARTICLE 20

REPRESENTATIONS, WARRANTY AND COVENANTS

20.1     Each of the party hereto warrants and state that they have the authority to enter into this Agreement with the other and to carry the terms hereof into effect and has or will take all necessary corporate and other action to authorise its entry into and execution of this Agreement and the performance of the terms hereof; and that this Agreement constitutes legal, valid and binding obligations of such party.

 

20.2     Each party warrants and represents to the other parties that it has no outstanding commitments or obligations contractual or otherwise which would impede its ability and right to enter into this Agreement and/or fulfill its obligations hereunder, or which would impede the ability of the Company to fulfill its obligations.

 

20.3     Upon the incorporation of the Company, the parties shall cause the Company to enter into a  Supply Agreement with Prefect Pursuit on the terms  and conditions  substantially identical to  the  draft appended herein as Appendix …

 

20.4     All parties hereto shall execute and do and procure all other necessary persons or companies, if any, to    execute and do all such further acts and things as may be reasonably required so that full effect may be given to the terms and conditions of this Agreement.

 

ARTICLE 21

CONFIDENTIALITY

The parties hereto covenant and undertake with each other that they (including their servants and agents) shall keep confidential any know-how/information/trade secret and other confidential information (hereinafter collectively referred to as “Proprietary Information”) disclosed by one party to any other party in furtherance of this Agreement, or during the negotiations hereof, and for the business operations of the Company shall remain confidential, and shall  not     disclose or publish whether directly or indirectly to any person,  body, organisation or party  the  Proprietary Information in whole or in part that comes to their    knowledge in the course of effecting the purpose and    business herein contemplated except in circumstances where such disclosure is required by law or strictly for the purpose of obtaining necessary consents or authorisations from the Malaysian Government Authorities. The parties    further covenant and undertake during the term of this Agreement to keep such Proprietary Information confidential and shall not used the same for any purpose other than for the business operation of the Company. This confidentiality clause shall survive the termination of this Agreement.

 

ARTICLE 22

COSTS OF THIS AGREEMENT

The Company shall reimburse the parties hereto the  costs (including solicitors fees) incidental to the preparation and stamping of this Agreement.

 

ARTICLE 23

MISCELLANEOUS

23.1     The address for serving of notices to

 

    The address for serving of notices to

    The address for serving of notices to

    The address for serving of notices to

 

23.4     This Agreement shall be read and construed according to and shall be governed by the laws of Malaysia and the parties hereto agree to submit to the jurisdiction of the Malaysian Courts.

 

23.5     All  correspondences between the parties and  the language of this Agreement shall be in English.

 

23.6     The subject headings of the articles or paragraphs of this  Agreement are included for the purpose  of convenience only and shall not affect the construction or interpretation of any of its provision and the parties shall make the necessary effort to remove the discrepancy.

 

23.7     In the event of any ambiguity or conflict arising between the terms of this Agreement those of the Memorandum and/or Articles of Associtaion of  the Company, the terms of this Agreement shall prevail.

 

         IN WITNESS WHEREOF the parties hereunto set their hand the day and year first above written.

 

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