EXHIBIT 10.14

Exhibit 10.14

	RHB BANK BERHAD (Registration No: 196501000373 (6171-M)) Commercial Banking Business Centre Section 14, Petaling Jaya No. 1, 2nd Floor, Jalan 14/20 46100 Petaling Jaya Selangor Darul Ehsan Tel +603 7957 2402 Fax +603 7958 8121

RHB BANK BERHAD

(Registration No: 196501000373 (6171-M))

Private and Confidential

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Ref No: 20006116/CA/23/02/LO001

Date: 07/03/2023

KAINAN SDN. BHD. (776506W)

NO.20-2F

JALAN SETIA PERDANA BF U13/BF SEKSYEN U13 BANDAR SETIA ALAM

40170 SHAH ALAM

SELANGOR

Dear Sir,

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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: -

The banking facility(ies) granted or to be granted to you are as follows:-

In this Letter of Offer, the expression “Banking Facility” shall refer to the banking facility set out above, and if there is more than one banking facility set out above, the expression “Banking Facility” shall refer collectively to all and individually to each of the respective banking facilities set out above.

** **

The Banking Facility shall be used for the purpose(s) as set out below and if you 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:-

** **

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

Trade

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First Drawdown

The PLM Promissory Note Financing (Sales) facility is made available to you for drawdown for a period of 6 months from LO Acceptance 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.

Full Drawdown

The PLM Promissory Note Financing (Sales) facility is made available to you for drawdown for a period of 6 months from Date Of Acceptance Of Facility Letter. 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.

Together We Progress

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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.

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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.

** **

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: -

** **

** **

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.

** **

** **

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, accounts), facility(ies), directors and/or substantial shareholders to and/or with the following parties : -

** **

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

** **

The terms and conditions set out in the Annexures form an integral part of this Letter of Offer and in the event of any conflict or discrepancy between the terms and conditions in this Letter of Offer and the terms and conditions in the Annexures, the terms and conditions in this Letter of Offer shall prevail.

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))

FORM OF ACCEPTANCE & DECLARATION ON CONNECTED PARTIES

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I/We confirm that l/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.

THE COMMON SEAL of KAINAN SDN BHD	)
	)
(776506W) was	)
hereunto affixed	)
in accordance with its Constitution	)
in the presence of:	)

OR

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

ANNEXURE I

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THE GENERAL TERMS AND CONDITIONS

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The Borrower represents and warrants to the Bank that:-

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

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During the tenor of the Banking Facility the Borrower shall not, without the prior written consent of the Bank:-

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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.

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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:

(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).

** **

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.

** **

** **

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:

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:-

** **

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:-

** **

The Borrower shall pay all legal and other fees and expenses in connection with the preparation, stamping and registration of any security documents required by the Bank under this Letter of Offer even though the said documents are not executed by the Borrower for any reason attributable to the Borrower. If any money payable under the Banking Facility is required to be recovered through any process of law, the Borrower shall be liable to pay the Bank’s solicitors’ fees (on a solicitor and client basis) and any other fees and expenses incurred in respect of such recovery.

** **

The terms and conditions in this Letter of Offer may be waived by the Bank in whole or in part with or without conditions at the discretion of the Bank without affecting the rights of the Bank. Any failure by the Bank to enforce any of the provisions of this Letter of Offer or any forbearance, delay or indulgence granted by the Bank to the Borrower shall not be construed as a waiver of the Bank’s rights in this Letter of Offer.

** **

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.

** **

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.

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Any money received by the Bank in respect of the Banking Facility may be kept to the credit of a suspense account for so long as the Bank thinks fit up to a maximum period as allowed under the internal policy of the Bank without any obligation in the meantime to apply such money or any part of such money in or towards settlement of any liabilities due by the Borrower to the Bank.

** **

Whenever required by the Bank, the Borrower shall provide and shall cause its directors, officers, shareholders and Security Party to provide written consent (in a form which may be prescribed by the Bank) for any credit reporting agency to disclose to the Bank their credit report and credit information for the purpose of the Bank’s review of the Banking Facility. In the event the consents required by the Bank are not provided, the Bank shall, with prior written notice, be entitled to recall the Banking Facility and the entire amount outstanding shall become immediately due and payable.

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For clarification, unless the context requires otherwise, the following words and expressions shall have the following meaning:

“CRS” was developed in response to the G20 request and approved by the Organisation for Economic Co-operation and Development (OECD) Council on 15 July 2014, calls on jurisdictions to obtain information from their financial institutions and automatically exchange that information with other jurisdictions on an annual basis. It sets out the financial account information to be exchanged, the financial institutions required to report, the different types of accounts and taxpayers covered, as well as common due diligence procedures to be followed by financial institutions.

“Controlling Person(s)” are the natural person(s) who exercise control over an entity. Where that entity is treated as a Passive Non-Financial Entity (“Passive NFE”) then a Financial Institution is required to determine whether or not these Controlling Persons are Reportable Persons. This definition corresponds to the term “beneficial owner” described in Recommendation 10 and the Interpretative Note on Recommendation 10 of the Financial Action Task Force Recommendations (as adopted in February 2012).

In the case of a trust, the Controlling Person(s) are the settlor(s), the trustee(s), the protector(s) (if any), the beneficiary(ies) or class(es) of beneficiaries, or any other natural person(s) exercising ultimate effective control over the trust (including through a chain of control or ownership). Under the CRS the settlors), the trustee(s), the protectors) (if any), and the beneficiary(ies) or class(es) of beneficiaries, are always treated as Controlling Persons of a trust, regardless of whether or not any of them exercises control over the activities of the trust. Where the settlor(s) of a trust is an Entity then the CRS requires Financial Institutions to also identify the Controlling Persons of the settlor(s) and when required report them as Controlling Persons of the trust. In the case of a legal arrangement other than a trust, Controlling Person(s) means persons in equivalent or similar positions.

“FATCA” which was passed as part of the Hiring Incentives to Restore Employment (HIRE) Act, generally requires that foreign financial Institutions and certain other non-financial foreign entities report on the foreign assets held by their U.S. account holders or be subject to withholding on withholdable payments. The HIRE Act also contained legislation requiring U.S. persons to report, depending on the value, their foreign financial accounts and foreign assets.

“Personal Information” in respect of the Borrower and any Controlling Person, means: (i) where the Borrower and any Controlling Person is an individual, his/her full name, date and place of birth, residential address, mailing address, contact information (including telephone number), and any TIN, social security number, citizenship(s), residency(ies) and tax residency(ies) or (if applicable) such other information as the RHB Banking Group may reasonably require regarding such Borrower and any Controlling Person; (ii) where the Borrower and any Controlling Person is a corporate/entity, its full name, date and place of incorporation or formation, registered address, address of place of business, tax identification number, tax status, tax residency, registered address, address of place of business, certification of its CRS status/classification or (if applicable) such other information as the RHB Banking Group may reasonably require regarding each of its substantial shareholders and controlling persons.

“TIN” (including “functional equivalent”) means Taxpayer Identification Number or a functional equivalent in the absence of a TIN. A TIN is a unique combination of letters or numbers assigned by a jurisdiction to an individual or an Entity and used to identify the individual or Entity for the purposes of administering the tax laws of such jurisdiction. Further details of acceptable TINs can be found at the following link [https://www.oecd.org/tax/automatic-exchange/crs-implementation-and- assistance/tax-identification-numbers]. Some jurisdictions do not issue a TIN. However, these jurisdictions often utilise some other high integrity number with an equivalent level of identification (a “functional equivalent”). Examples of that type of number include, for Entities, a Business/company registration code/number.

“Tax Information” in respect of a Borrower and any Controlling Person, means: (i) any documentation or information (and accompanying statements, forms, representations, waivers and consents as the RHB Banking Group may from time to time require or as the Borrower and any Controlling Person from time to time give) relating, directly or indirectly, to the tax status of the Borrower and any Controlling Person; (ii) Personal Information of the Borrower and any Controlling Person; (iii) Account Information; and (iv) any other information received by any member of the RHB Banking Group in relation to the Borrower, including information collected and maintained pursuant to Anti-Money Laundering/ Know Your Customer (AML/KYC) procedures.

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The Borrower hereby:-

In this respect:-

“instrumentalities of an offence” means:-

“proceeds of an unlawful activity’’ means any property, or any economic advantage or economic gain from such property, within or outside Malaysia:-

“property’’ means:-

“unlawful activity” means:-

“serious offence” means—

“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;

If the Banking Facility is cancelled or terminated by the Bank pursuant to their compliance of the Regulatory Requirement:-

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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.

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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:

** **

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

**“Environmental Matter” **is defined as the release, disposal, emission or deposit of pollutants, environmentally hazardous substances, wastes or sounds which can cause:

** **

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

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Any notice or communication or demand required or permitted to be given or made by one of the parties to the other (whether under this Letter of Offer or otherwise) shall be in writing and in the case of the Bank shall be under the hand of its manager or duly authorised officer or a solicitor or firm of solicitors purporting to act for the Bank and addressed to the respective addresses of the parties specified as stated in this Letter of Offer or to such other address as may be notified in writing by either party to the other from time to time or in the case of the Borrower to the registered office or to the usual or the last known address or place of business of the Borrower.

The notices or communications or demands are deemed delivered (unless there is contrary evidence that such notice or communication or demand was in fact not received):

In the case of any instruction, notice or communication from the Borrower made by facsimile to the Bank, the Borrower shall indemnify the Bank against any claim, loss and liability arising from the Bank relying upon such instruction, notice or communication.

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ANNEXURE IA

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ADDITIONAL GENERAL TERMS AND CONDITIONS

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ANNEXURE IB

Declaration And Undertaking On Residential And Domestic Borrowing Status - Foreign Exchange Notices (Applicable To Resident Business/Entity And Non-Resident Business/Entity)

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**Note: **Please tick and provide the necessary, and leave the ☐ blank if it is not applicable.

Part a. Malaysian Resident/Non-Malaysian Resident

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Part b. Domestic Ringgit Borrowing

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*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

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Part d. Financial Guarantee Involving Non-Residents

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Part e. Declaration & Undertaking

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I/We understand that under BNM’s Foreign Exchange Notices,

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:

‘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:

THE COMMON SEAL of KAINAN SDN BHD	)
	)
(776506W) was	)
hereunto affixed	)
in accordance with its Constitution	)
in the presence of:	)

OR

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

ANNEXURE [II]

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PROMISSORY NOTE FINANCING FACILITY (P-NOTE FACILITY)

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