EXHIBIT 10.12

Exhibit 10.12

RHB BANK BERHAD

(Registration No: 196501000373 (6171-M))

Private and Confidential

Ref No: 20006116/CA/21/01/LO001

Date: 21/12/2021

KAINAN SDN BHD (776506W)

NO.20-2F, JALAN SETIA PERDANA BG U13/BF

SEKSYEN U13 BANDAR SETIA ALAM

40170 SHAH ALAM

SELANGOR

Dear Sir,


	RE:	BANKING FACILITY GRANTED TO KAINAN 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 (RM)		Additional/Reduction (RM)	Total (RM)
PLM Overdraft		0.00	1,000,000.00	1,000,000.00
PLM Term Loan		0.00	1,500,000.00	1,500,000.00
TOTAL		0.00	2,500,000.00	2,500,000.00

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.


	2.	PURPOSE

The Banking Facility shall be used for the purpose(s) as set out below and if you requires 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
PLM Overdraft		Working Capital.
PLM Term Loan		Working Capital.


Together We Progress

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	3.	AVAILABILITY PERIOD

The granting / continued granting/ extension of the Banking Facility to you is at all times subject to availability of funds.

Overdraft

Full Drawdown

First utilisation of the Banking Facility is to be made within the 6 months from LO Date. Failing which the Bank is entitled to cancel the Banking Facility with prior written notice.

Term Loan

Full Drawdown

The PLM Term Loan facility is made available to you for drawdown for a period of 6 months from LO Date. Any undrawn amount will upon the 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.	TENOR


	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.


	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
PLM Overdraft		On demand
PLM Term Loan		7 Year(s) Date Of First Disbursement


	5.	INTEREST RATE(S) / COMMISSIONS / BANKING CHARGES / COMMITMENT FEES / 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 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 reason(s) to you :-


Banking Facility		Interest Rates/Commissions
PLM Overdraft		Interest at One point Seven Five per centum (1.75%) per annum above BLR with daily rest.
PLM Term Loan		Interest at One point Five per centum (1.5%) per annum above BLR with daily rest.

(“BLR” means the Bank’s Base Lending Rate which is currently at Five point Four Five per centum (5.45 %) per annum.)


	5.2	Interest and commission at the aforesaid rate(s) (“the Prescribed Rate” which expression shall refer to the respective interest rate and commission chargeable on the respective facilities comprised under the Banking Facility) shall be payable by you, both before and after judgment or demand.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	5.3	You shall pay the Bank a commitment fee of one per centum (1%) per annum or such other rate permitted by Bank Negara Malaysia as the Bank may at its discretion stipulate in writing with reason(s) from time to time at least twenty one (21) calendar days prior to the effective date of implementation:-


	(a)	on the portion of the Overdraft Facility as shall be unutilised by you up to the aggregate approved limit at any time and from time to time, commencing from the date when the Overdraft Facility is made available to you for utilization;

and the Bank shall be entitled to debit the commitment fee into your current or overdraft or any other account at the end of each month.


	6.	INCREASED RATE OF INTEREST ON DEFAULT / EXCESS AMOUNT

In addition to all and without prejudice to 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.


	7.	REPAYMENT

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
PLM Overdraft		On demand.
PLM Term Loan		By 7 Year(s) Monthly instalments of RM 22,602.37 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.


	8.	SECURITY


	8.1	The Banking Facility interest, commissions and / or other charges and expenses payable on the Banking Facility or in connection with the Banking Facility are to be secured by: -


	1.	New Open All Monies Facility Agreement To be stamped for RM 2,500,000.00 as principal instrument


	2.	Joint & several guarantee for the amount of RM2,500,000-00 to be signed by: -


	i)	Whitney Tan Ann Nee (NRIC : 791114-08-5780)


	ii)	Tan Poh Hee (NRIC: 490925-08-5451)

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	3.	Against 80% guarantee coverage by Syarikat Jaminan Pembiayaan Perniagaan Berhad (SJPP) for the Banking Facility.


	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 fulfil the following conditions precedent before you are allowed to drawdown on the Banking Facility: -


	1.	You are required to open a Current Account with RHB Bank where the Bank is allowed to debit your account for any payment in relation to the Banking Facility.


	2.	To subscribe RHB Reflex.


	3.	A Deed of Subordination is to be executed for an amount not less than RM3,000,000.00 being advances from related parties throughout the tenure of the Banking Facilities and is to be reflected in your Audited Account for the Financial Year 2021


	4.	You shall have paid all fees or charges payable or agreed to be paid by you to the Bank for or in connection with the Banking Facilities.


	5.	Your are to submit your Audited Accounts for Financial Year 30th June 2021 with negative variance of not more than 20% in Turnover, Profit before Tax (PBT) and Tangible Networth (TNW) as compared to the Management account for the Financial Year 30th June 2021 submitted.


	6.	Letter of undertaking by directors/shareholders/Guarantors to cover any shortfall in debt repayment is to be obtained prior to drawdown.


	7.	Upon completion of all legal documentation.


	8.	A Standing Instruction (SI) is to be executed for the direct debiting of your current account for the monthly Term Loan repayment, 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.


	9.	Receipt of Government of Malaysia’s Letter of Guarantee under the WCG5/PGGS for RM2,000,000-00.


	9.2	If,


	9.2.1	you shall fail to comply with any of the condition’s 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.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	10.	OTHER TERMS AND CONDITIONS


	1.	A cancellation fee of RM2,000 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.


	2.	The Customer is to promptly pay or ensure the prompt payment of all quit rent, assessment and other obligatory payment in respect of the property charged and you are to let the Bank have the photocopy of the payment of assessment and other relevant receipts for the Bank’s record (if any).


	3.	The Customer is 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.


	4.	The Bank reserves the right to debit your account with the Bank all costs, expenses and charges pertaining to your banking facilities.


	5.	Annually 1st party Fixed Deposit build-up of RM50,000.00 each commencing on 6 months from the 1st disbursement date, until it reaches RM700,000.00; failing which the Overdraft limit will be reduced by the same amount until the Banking Facilities are fully settled/ secured. Interest on the Fixed Deposit pledged to the Bank is to be capitalized and pledged as additional security throughout the tenor of Banking facilities.


	6.	The Banking Facility is to be fully disbursed within a period of SIX (6) months from the date of receipt by the Bank of Government of Malaysia’s approval on the guarantee. If the facilities cannot be disbursed within 6 months from the date of approval, extension of Availability Period (AP) must be submitted 1 month prior to its expiry.


	7.	The guarantee fees is applicable under [scheme type] which is payable annually via direct debiting your account with the Bank at 1.00% or minimum guarantee fees of RM1,000-00 for the issuance of the Government of Malaysia’s Guarantee. In the event Government of Malaysia terminates the guarantee for the scheme, the Bank reserves the right to cancel the Facilities at any time and in such an event of cancellation there shall be no refund of guarantee fees paid.


	8.	The Banking facility extended to you are subject to terms and conditions of the [scheme type] and the [scheme type] is subject to change at any time at Government of Malaysia’s sole and absolute discretion.


	9.	In the event of any change in circumstances resulting in you becoming no longer eligible under the [scheme type], the Bank may at its discretion or upon instruction by Government of Malaysia terminate the Banking Facility under the [scheme type], vary the prevailing terms and conditions (including the interest rate), and/or impose such additional conditions as the Bank may deem necessary or appropriate at its absolute discretion.


	10.	In the event you wish to continue on with the Banking Facility after the expiry period or termination of the [scheme type], the Bank reserves the discretion to vary the terms and conditions of the Banking Facility granted.


	11.	You shall also be liable to pay the Bank, a cancellation fee of RM100-00 only which is payable to Government of Malaysia in the following circumstances:-


	a.	For cancellation of a request of a Government of Malaysia’s Guarantee by you.


	b.	For failure to disburse the Banking Facility after a period of six (6) months from the date of receipt by the Bank of Government of Malaysia’s approval on the guarantee and consequently cancellation of the guarantee approval.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	11.	INFORMATION DISCLOSURE

The Borrower consents to and authorizes 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 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 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;


	(iii)	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;


	(iv)	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;


	(v)	credit bureaus and/or credit reporting agencies, fraud prevention agencies, debt collection agencies and industry/financial related associations; and


	(vi)	Any potential assignee or other person proposing to enter any contractual arrangement which requires the disclosure of such information.


	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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	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


	14.	ANNEXURES

The terms and conditions set out in the Annexures I, IA, IB, II and III 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.

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 additional, 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/ Teoh Pui Yee		/s/ Marcus Low Ho Fuat
Teoh Pui Yee		Marcus Low Ho Fuat
Relationship Manager		Head CBBC
Klang Valley South - Petaling Jaya (SME)		Klang Valley South - Petaling
		Jaya (SME)

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

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.

Dated :__________________


THE COMMON SEAL of	)
KAINAN SDN BHD	)
(Registration No.776506W) was	)
hereunto affixed	)
in accordance with its Constitution	)
in the presence of:	)


SIGNED by [director]
	)
and [authorised personnel]	)
for and on behalf of	)

(Registration No.)
in the presence of:	)

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

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.	CONDITIONS PRECEDENT


	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.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	(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 duly 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.


	3.	AFFIRMATIVE COVENANTS

During the tenor of the Banking Facility the Borrower shall:-


	(i)	carry out the Borrower’s business diligently and 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;


	(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;

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	(ix)	when require by the Bank, to cause and procure the Borrower’s directors, shareholders and/or related company(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.


	4.	RESTRICTIVE COVENANTS

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


	(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).


	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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	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 bankercustomer 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.


	8.	EVENTS OF DEFAULT

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;


	(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;

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	(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.	ILLEGALITY


	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.


	11.	INCREASED COSTS

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:

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	(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.


	12.	MARKET DISRUPTION

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.


	14.	WAIVER AND INDULGENCE

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.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	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 ACCOUNTS


	(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 Borrower’s accounts (whether in credit or debit) with the Bank for all payments due and payable by the Borrower to the Bank.


	18.	SUSPENSE ACCOUNT

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.


	19.	CTOS SEARCH

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.	LAW/REGULATION


	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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	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.

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 Cooperation 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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

“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.


	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


	(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, 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

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	(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 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, at any time with prior notice, 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;


	(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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	(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-corruption 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.


	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;

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	(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 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 RM 10,000.00 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”);


	(b)	shall:


	(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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01


	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;


	(b)	shall:


	(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.

xxxxxxxxx END OF ANNEXURE xxxxxxxxxx

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

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)	The Borrower shall give RHB Banking Group and shall offer or cause any of its subsidiaries or related companies (present and future) (“the Borrower’s Group of Companies”) to give RHB Banking Group the first right of refusal and the last right to match the best offer made by any person:


	(a)	To provide any refinancing requirements or arrangements or transactions in connection with the Letter of Offer, Facilities Agreement and/or the Hedging Documents;


	(b)	To provide any foreign exchange spot transactions or any hedging, derivatives or ancillary requirements, agreements or transactions relating to, arising from or in respect of the Banking Facility;


	(c)	in any corporate exercise undertaken by the Borrower or the Borrower’s Group of Companies for the purpose of raising funds whether by way of issuance of any equity or any debt instruments (including in the form of debentures, notes, bonds or other debt securities) either conventional or Islamic issuances and whether in the capital markets or from a public offering or a private placement; and


	(d)	any other product or services offered by RHB Banking Group in its normal course of business, including but not limited to, investment banking and treasury (including but not limited to foreign exchange and derivatives transactions, money market placements, structured investments) services either conventional or Islamic services,

((a) to (d) collectively, the “Services”).

Where RHB Banking Group matches the best offer of such Services made by another person, the Borrower shall appoint RHB Banking Group to provide such Services and/or cause the Borrower’s Group of Companies to appoint RHB Banking Group to provide such Services.


	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.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

ANNEXURE IB

Declaration And Undertaking On Residential And Domestic Borrowing 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, 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, 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 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, l/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, i.e. 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 calendar year, i.e. 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 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 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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

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.


	2.	Resident refers to:


	●	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 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 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 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.

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

5. Entity refers to:


	(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 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.

Dated :______________


THE COMMON SEAL of	)
KAINAN SDN BHD	)
(Registration No. 776506W) was	)
hereunto affixed	)
in accordance with its Constitution	)
in the presence of:	)


SIGNED by [director]
	)
and [authorised personnel]	)
for and on behalf of	)
	)
(Registration No. )	)
in the presence of:	)

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

ANNEXURE II

TERMS AND CONDITIONS RELATING TO OVERDRAFT FACILITY (“OD FACILITY”)


	(i)	Utilisation of the OD Facility shall be in such manner as the Bank may from time to time prescribe and notify to you and in accordance with the regulations and guidelines stipulated by BNM.


	(ii)	The Borrower’s overdraft account must be operated actively and within the approved limit at all times and the Bank reserves the right, with prior notice in writing to the Borrower, to close the said account and to recall the OD Facility in the event the Borrower’s account is blacklisted under the Biro Maklumat Cek (BMC) guidelines.


	(iii)	The Borrower shall not utilise the OD Facility and the Bank may refuse to honour and pay on any cheque drawn by the Borrower if upon such utilisation, the sums outstanding would exceed the limit granted by the Bank for the OD Facility unless the Bank shall, in writing, agree otherwise.


	(iv)	Interest on the OD Facility shall be due and payable upon the demand in writing by the Bank and until demanded as aforesaid, shall be paid monthly in arrears by the Borrower on the last day of each month or such other date as the Bank may from time to time stipulate in writing, and the Bank is authorised to debit the Borrower’s account with the unpaid interest at the end of each month.


	(v)	The OD Facility shall be subject to such other terms and regulations as may be prescribed from time to time by the Bank at its discretion and notified to the Borrower, and the Borrower irrevocably and unconditionally agrees to accept, abide and be bound by such terms and regulations.

xxxxxxxxx END OF ANNEXURE xxxxxxxxxx

CREST LO Ref. No.: KAINAN SDN BHD

Customer Name: 20006116/CA/21/LO01

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

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