EX-10.17F-1·CIK 2120528·0001575872-26-000634

EXHIBIT 10.17

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FILING DETAILS

Filer
Kainan Holding Group Ltd
Filed
Aug 31, 2026
SEC file no.
333-298671
State of inc.
D8
SIC
7363
Location
SHAH ALAM

Exhibit 10.17

Contract No.: CCCC/ECRL/C04/FB/2022/022

AGREEMENT

FOR

** **

** **

Construction Infrastructure Labour Works

** **

** **

BETWEEN

** **

CHINA COMMUNICATIONS CONSTRUCTION (ECRL) SDN. BHD.

** **

And

** **

KAINAN SDN. BHD.

[776506-W]

** **

** **

EAST COAST RAIL LI****NK PROJECT

(SECTION 4)

TABLE OF CONTENTS

1.0 DEFINITIONS AND INTERPRETATIONS 1
2.0 DURATION OF AGREEMENT 3
3.0 UNIT RATES 3
4.0 SCOPE OF WORKS 5
5.0 OBLIGATIONS OF THE SUBCONTRACTOR 5
6.0 OBLIGATIONS AND ENTITLEMENTS OF THE MAIN CONTRACTOR 8
7.0 PAYMENT TERMS 9
8.0 FORCE MAJEURE 9
9.0 INSURANCES 10
10.0 INDEMNITY 11
11.0 SUSPENSION '11
12.0 TERMINATION 11
13.0 DEFAULT 11
14.0 DISPUTE RESOLUTION 12
15.0 ASSIGNMENT, SUBLETTING AND SUBCONTRACTING 13
16.0 CONFIDENTIALITY 13
17.0 GOVERNING LAW 13
18.0 NOTICES 13
19.0 AMENDMENTS 14
20.0 LEGAL COST 14
21.0 WAIVER 14
22.0 SEVERABILITY 14
23.0 SUCCESSOR BOUND 15
24.0 STANDARD TERMS OF COMPLIANCE PROTECTION 15
25.0 ENTIRE AGREEMENT 17

This Agreement is made and entered into the 5 day of July 2024.

BETWEEN

CHINA COMMUNICATIONS CONSTRUCTION (ECRL) SDN. BHD. (Company No. 1236384-H), a company incorporated and existing under the laws of Malaysia with its business address at Block A5, Level 3A, Menara 1 Dutamas, Solaris Dutamas No.1 Jalan Dutamas 1, 50480 Kuala Lumpur, Malaysia (hereinafter referred to as the **"Main Contractor") **and correspondence address at Lot Pt 15090, Kawasan Perindustrian Batu 7, 23000, Dungun, Terengganu of the one part;

AND

**KAINAN SDN. BHD. **(Company No. 776506-W) a company incorporated and existing under the laws of Malaysia with its business address at NO20, Jalan Selia Perdana BF U13/BF, BANDAR SETIA ALAM, 40170 Shah Alam, Selangor(hereinafter referred to as the **"Subcontractor") **of the other part.

The Main Contractor and the Subcontractor shall hereinafter individually be referred to as the "Party" and collectively as the "Parties".

WHEREAS

A. The Main Contractor is desirous of engaging the Subcontractor to Construction to supply workmen (“Workmen”) for Section 4 of the East Coast Rall Link Project In Terrengganu, Malaysia (“Project”), which the scope of works (“Works”) shall be as instructed by the Main Contractor to the Subcontractor from time to time during the duration of this Agreement.
B. The Subcontractor is willing to provide such Workmen for the Project.
C. The Parties have agreed on the terms and conditions as contained hereunder.

NOW IT IS HEREBY AGREED by the Parties as follows:

PART I - DEFINITIONS

1.0 DEFINITIONS AND INTERPRETATIONS
1.1 Definitions

In this Agreement, unless the context otherwise requires, the following words and phrases in this Agreement and the Schedule shall have the meaning given as below:

**"Agreement" **means this Agreement and all Schedules, appendices attached to this Agreement.

"Main Contractor" means the name as stated in Item 1 of Appendix 1 *[Particulars of Agreement *and its legal successors.

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**"Minimum Required Work Hours" **has the same meaning given to it in Sub-Clause 5.14.

"Notice" has the same meaning given to it in Clause 18.0 (Notice).

* *

**Payment" **means the amount calculated and payable to the Subcontractor in accordance with Sub-Clause 3.4 (*Calculation of Payment) *and the terms of this Agreement, in consideration of the Workmen provided by the Subcontractor pursuant to the terms of this Agreement.

"Project" has the same meaning given to it in Recital A.

**"Responsible Authorities" **means any national, federal, state or local government and any ministry or department, any minister, any organ of state, any official in the public administration or any other governmental or regulatory department, commission, institution, entity, service utility, board, agency, instrumentality or authority (in each case, whether federal, state, national, territorial, provincial or municipal) or any court, each having jurisdiction over the matter in question;

"Site" is the designated location where the Workmen carry out the Works.

"Statutory Requirements" means:

a) any law, legislation, statute, rule, order treaty, regulation;
b) any directive, guideline, request or requirement, announcement or published practice, or any interpretation thereof which is enacted, issued, gazetted, promulgated or made by any Responsible Authority; or
c) any applicable judgment of a relevant court of law which is a binding precedent.

"Subcontractor" means the name as stated in Item 2 of Appendix 1 [Particulars of Agreement and its legal successors.

"Term" means the duration of this Agreement and has the same meaning to it in Clause 2.0 (Duration of Agreement).

* *

**"Workmen" **means all auxiliary labor/workmen collectively or such individual workman, as the context of the provision of this Agreement requires, supplied by the Subcontractor to the Main Contractor pursuant to this Agreement.

**"Works" **means all Works to be performed by the Workmen in respect of the Project as instructed by the Main Contractor via a Notice pursuant to Sub-Clause 5.1 or such Notice issued at any time during the Term.

1.2 Interpretations

** **

1.2.1 In this Agreement, except where the context requires otherwise:
a) words indicating one gender includes all genders;
b) words indicating the singular also include the plural and vice versa;

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c) "written" or "in writing" means handwritten, type-written, printed or electronically made, and resulting in a permanent record;
d) references to Clauses, Sub-Clauses and Schedules are to the clauses and sub-clauses of and schedules to this Agreement;
e) the table of contents, marginal works and other headings are inserted for convenience of reference and shall not be taken into consideration in the interpretation or construction of this Agreement;
f) any reference to this Agreement or to any other document or agreement shall include any permitted variation, amendment or supplement to this Agreement or to such document or agreement;
g) references to Statutory Requirements including any enactment, order, regulation or other similar instrument, statute or statutory provision shall be construed as a reference to such enactment, order, regulation or instrument, statute or statutory provision as amended, replaced, consolidated or re- enacted from time to time;
h) any reference to a person shall include individuals, firms, partnerships and any entity having legal capacity;
i) the words "including" and "include" are a reference to "including, but not limited to".
1.2.2 For any provisions of the Agreement that by Statutory Requirements or has been expressly provided under the Agreement to survive the termination, cancellation, completion or expiry of the Agreement (including any provision limiting or releasing liability) shall continue as valid and enforceable provisions notwithstanding any such termination, cancellation, completion and expiry.
1.2.3 Any failure to exercise or delay in exercising a right or remedy under or in relation to the Agreement shall not constitute a waiver of such right or remedy nor a waiver of any other right or remedy. No waiver of a breach of or default under the Agreement shall constitute a waiver of any other breach of or default under the Agreement or affect the terms of the Agreement. Any waiver by a Party of any of its rights or remedies under or in relation to the Agreement shall be received in writing by the other Party.

PART II- CONTRACT DURATIONS

** **

2.0 DURATION OF AGREEMENT

** **

2.1 The Agreement shall come into force from Commencement Date and shall be valid until Completion Date **("Term") **as stipulated in Item 3 and Item 4 of Appendix 1 *[Particulars of Agreement *respectively. Any extension of the Agreement shall be by written agreement between the Main Contractor and the Subcontractor.

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PART Ill- CONSIDERATION

** **

3.0 UNIT RATES
3.1 The unit rates for the categories of Workmen are given in Appendix 2 *[Schedule of Rates]. *The unit rates shall be fixed and firmed and not subject to change during the Term. The unit rates shall include but not limited to all cost and expenses for the necessary visa, work permit, insurance, levies, taxes, duties, fees, license, CIDB Green Card, safety induction etc. as stipulated under the Statutory Requirements of the respective states and/or federal constitutions in Malaysia but excluding Sales and Service Tax ("SST"). If the Main Contractor issues the Subcontractor the SST Relief Certificate, the Subcontractor shall issue the Main Contractor invoices with SST relief as required.
3.2 Category of Rates of the Workmen
a) The rates for the supply of the Workmen shall include the cost of mobilization and demobilization of the Workmen, wages of Workmen, Workmen protection charges, fees for handling the relevant work permits and pass, expenses for getting the CIDB green cards, living expenses and accommodation, medical or hospitalization expenses, transportation and overhead charges, profits, unavoidable contingencies, insurance costs (SOCSO or any other necessary insurances) and all levies, taxes, duties and fees as stipulated under the Statutory Requirements. The Main Contractor shall not be liable for the risk of fluctuations in exchange rates.
b) The rates for each category of workmen are shown in Appendix 2 [Schedule of Rates].

* *

3.3 Measurement of Working Time

Without prejudice to any provision in this Agreement, the working hours shall be calculated based on the working time recorded on the attendance sheets by the Main Contractor, excluding the breaks and meal periods.

3.4 Calculation of Payment

The payments shall be calculated by using the following formula:

"the total working hours multiply by the applicable rate as set out under Appendix 2 [Schedule of Rates]."

* *

3.5 Time of Payment

Refer to Clause 7.0 (Payment Terms) of the Agreement.

3.6 Training and Consistency of Workmen

The Main Contractor may require Workmen to attend trainings and meetings and the Subcontractor shall, according to the requirements by the Main Contractor, organize the Workmen to attend such trainings and meetings. All the Workmen shall repeatedly attend such trainings and meetings to the satisfaction of the Main Contractor.

To ensure the consistency and quality of work, the Subcontractor shall fix the numbers of Workmen on site and submit the name list (including name, 1/C or passport number and any other document as required by the Main Contractor from time to time) to Main Contractor. Unless and until receive written notice from Main Contractor, the Subcontractor shall not mobilize or replace any Workmen on site, otherwise the Subcontractor shall bear all the subsequent costs including penalty, training and idling cost, etc.

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3.7 Personnel Protective Equipment

Without limiting its liability under this Agreement, the Subcontractor shall provide all Workmen on Site with the necessary Personal Protective Equipment including but not limited to safety boots, safety helmets, safety harness and protective clothing.

If the Subcontractor fails to provide Personnel Protective Equipment or other equipment or items listed in this Sub-Clause, the Main Contractor may directly provide the above equipment or items for Workmen and deduct the amount in the interim payment.

PART IV - SCOPE

** **

4.0 SCOPE OF WORKS

** **

4.1 The Subcontractor shall supply and manage Workmen of required quantity and skills for the Project based on the requirements of the Main Contractor.
4.2 The provision of Workmen to the Main Contractor shall be in accordance with Statutory Requirements of Malaysia or its respective slates.

PART V - SUBCONTRACTOR'S OBLIGATIONS

** **

5.0 OBLIGATIONS OF THE SUBCONTRACTOR

** **

5.1 The Subcontractor shall supply and manage Workmen to the Main Contractor for the Project based on the requirements of the Main Contractor which requirements shall be notified to the Subcontractor in writing from time to time throughout the Term. The Subcontractor shall supply the Workmen required by the Main Contractor to be ready and eligible to perform the Works as specified by the Main Contractor in the Notice. If the Notice does not specify the date when the workmen will be required, the Subcontractor shall procure the workmen to be ready to perform the Works within fifteen (15) days from the receipt of the Notice. If the Subcontractor fails to comply with this clause, the Main Contractor shall be entitled to procure the other subcontractors to carry out the works, and the additional cost incurred to the Main Contractor plus 15% management fee shall be deducted from any payment due to or becoming due to the Subcontractor, or be a debt payable by the Subcontractor to the Main Contractor.
5.2 The Subcontractor shall ensure that the Workmen supplied by the Subcontractor to the Main Contractor to perform the Works shall have the required skills, valid working permits and approvals from all relevant authorities and be in accordance with the relevant requirements of the Main Contractor that will enable the Workmen to carry out the Works with minimal training.
5.3 The Subcontractor shall be responsible for making due and proper application for and obtaining all necessary visas, work permits, employment permits, dependents' permits and other permits or approvals for all the Workmen from the Responsible Authorities. The Workmen supplied to engage in special trades shall possess the relevant qualification certificates required for the performance of Works.

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5.4 ** **The Subcontractor shall provide the particulars of the Workmen to the Main Contractor including a copy of each of the visas, employment permits, dependent's permits, approvals, qualification certificates, passport/IDs, insurance, proof of contribution to Social Security Organization Scheme **("SOCSO") **and other documents required to perform the Works. The Subcontractor shall maintain and update a register of the particulars of the Workmen to the Main Contractor.
5.5 In case of any infringement of any of the aforesaid requirements, the Subcontractor shall indemnify and hold harmless the Main Contractor against consequences arising from such infringement.
5.6 The Workmen shall have attended the Construction Industry Development Board Malaysia **("CIDB") **safety training courses and maintain valid ClDB green cards and are able to and correctly use and wear Personal Protection Equipment ("PPE").

** **

5.7 The Subcontractor shall make arrangements for the coverage of Workmen in respect of SOCSO or such other arrangements for compliance with the Statutory Requirements, including but not limited to, the Employment Act 1955, Employment (Restriction) Act 1968, Internal Security (Registration of Labour) Regulations 1960, the Employees Provident Fund Act 1991 and the Industrial Relations Act 1967, or any subsequent re-enactment thereof, where applicable or any other necessary insurances for the Workmen and furnish the photocopies of such coverage and/or the insurance policies to the Main Contractor. The Subcontractor shall register all workmen provided under this Agreement, under the Employee's SOCSO in accordance with the Employee's Social Security Act 1969 or any subsequent modification or re-enactment of the said Act.
5.8 The number of Workmen shall be as specified in the Notice under Sub-Clause 5.1 and the Workmen shall be fully dedicated to the Works throughout the duration as required by the Main Contractor. The Subcontractor shall assign the Workmen to the posts/positions as may be required by the Main Contractor and shall not make any changes without the consent of the Main Contractor.
5.9 Without prejudice to Sub-Clause 5.16, the Workmen shall be recorded for file by the Main Contractor.
5.10 The Subcontractor shall be fully responsible for procuring necessary insurances and dealing with any accidents or injuries or sickness of the Workmen and the Main Contractor may provide assistance and cooperation in handling the accidents, relief efforts and follow-up issues. The Subcontractor shall be responsible for safety of the Workmen at the Site and adjacent areas on which the Works are being carried out. The Subcontractor shall notify the Main Contractor of all lost-time accidents on the Site and the injuries suffered by the Workmen, within two (2) hours after the occurrence. The Subcontractor shall furnish the Main Contractor a written report describing each such accident, and the injuries incurred, within one (1) days after occurrence of the accident, which shall include any written reports thereof required to be submitted to any competent authority pursuant to the applicable law. The Subcontractor shall ensure that all Workmen comply with the health and safety requirements for the Project developed pursuant to the requirements of the Main Contractor. The Main Contractor may impose monetary penalties listed in Appendix 3 *[Main Contractor's HSE Requirements] *for any failure of the Workmen to comply with any of the health and safety requirements. Persistent offenders shall be removed from the Site.

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5.11 The Subcontractor shall nominate one or several of the Workmen to be responsible for the management of the Workmen. The Subcontractor shall undertake to manage the Workmen at the Site to carry out the Works in accordance with the requirements and/or instructions of the Main Contractor.
5.12 The Subcontractor shall ensure that all Workmen strictly comply with the Site guidelines, measures, procedures, regulations, policies, circulars and instructions relating to the performance of Works, coordination of activities and health and safety requirements, as may be determined by the Main Contractor from time to time.
5.13 Where the Main Contractor in its sole discretion consider any of the Workmen is not fit or qualified to perform the Works in accordance with the requirements or instructions of the Main Contractor, the Main Contractor shall be entitled to instruct the Subcontractor to remove such Workmen immediately. Within seven (7) days from receiving such instruction from the Main Contractor, the Subcontractor shall, at its own costs and expense, replace the said Workmen and indemnify and hold harmless the Main Contractor against any claim or demand arising from the removal or replacement of such Workmen.
5.14 Without prejudice to any instruction by the Main Contractor, the Subcontractor shall ensure that all Workmen are able to work for minimum hours a day **("Minimum Required Work Hours") **as stipulated in Appendix 2 *[Schedule of Rates]. *The Minimum Required Work Hours shall only include the time when a Workman is actually carrying out the Works assigned to him in accordance with the Main Contractor's requirements or instructions but exclude lunch breaks and time where no Works are instructed by the Main Contractor. Lunch breaks shall be stipulated by the Main Contractor. If it is necessary to work during the lunch break, the time worked during such break will be taken into account as working time accordingly.
5.15 If for any reason whatsoever the Works have to be ceased, the Main Contractor shall be entitled to issue an instruction to the Subcontractor and the Subcontractor shall, upon receipt of the instruction, to cease any part or all of the activities on the Site. Upon cessation of activities at the Project pursuant to such instruction from the Main Contractor, the Subcontractor will where applicable, recall the Workmen and shall have the sole obligation to deal with the Workmen as the Workmen' employer. The Main Contractor shall not be liable for any claims, payments or liabilities to the Workmen or to the Subcontractor in respect of the Workmen other than for payment due to the Subcontractor for work completed up till the date activities or work ceases.
5.16 For the avoidance of doubt, the Workmen shall at all times be and shall remain the employees of the Subcontractor and shall not under any circumstances be considered or deemed to be employees of the Main Contractor. The Subcontractor shall have full obligations and responsibility to the Workmen as their sole employer including without limitation, ensuring that all statutory obligations and contributions (where applicable) with respect to the Workmen are complied with and where applicable, any payments due to the Workmen upon termination of their employment.
5.17 The Subcontractor must at all times ensure that all obligations under immigration and employment laws (where applicable) with respect to each of the Workman are complied with and that each of the Workman can validly carry out Works at the Site.
5.18 The Subcontractor shall be responsible for all workmen relations matters relating to the Workmen, including the food, shelters and transport to and from the Site, and shall at all times use all reasonable efforts to maintain harmony among all workmen employed in connection with the Workmen. The Subcontractor shall adopt and implement reasonable policies and practices designed to avoid work stoppages, slowdowns, delays, disputes, and strikes.

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5.19 The Subcontractor shall indemnify and keep indemnified the Main Contractor for any claims, losses, damages, fines and/or penalties incurred or imposed by any party, arising out of or in connection with the employment of the Workmen by the Subcontractor and/or the placement of the Workmen and/or the performance of the Works by the Workmen. This indemnity shall further extend to any claims made or prosecution that may be brought by any authorities whether as a result of any breach of the Subcontractor's obligations in this Agreement or otherwise.
5.20 The Subcontractor shall ensure that the Workmen comply with the Main Contractor's Safety, Health and Environment Policy and follow any instruction given by the Main Contractor or its appointed representatives. The Subcontractor shall be responsible at all times for the health, safety and welfare of the Workmen. The Subcontractor shall ensure that the Workmen receive any necessary medical treatment and repatriation, where it is considered necessary by the Main Contractor.
5.21 The Main Contractor shall provide appropriate living quarters for all the Workmen. The Main Contractor is deemed to have included in his rates for the provision of all form of transportation for the Workmen to and from the Site.

PART VI - MAIN CONTRACTOR'S OBLIGATIONS

** **

6.0 OBLIGATIONS AND ENTITLEMENTS OF THE MAIN CONTRACTOR

** **

6.1 The Main Contractor shall be responsible for the assignment of tasks for the Workmen, and be entitled to manage the Workmen at Site.
6.2 The Main Contractor shall monitor the working hours of the Workmen and make calculation and payment for the costs of the Workmen.
6.3 If any of the Workmen disobey the work arrangements of the Main Contractor or cause any losses, the economic interests or damage the reputation of the Main Contractor, for instance idling at work, habitual violation of regulations, disobedience to the arrangements or assignments of the managerial staff, disobedience to the site safety management, the Main Contractor shall be entitled to:
a) deduct the working hours in the calculation of payment to the Subcontractor;
b) recommend to the Subcontractor to take disciplinary action and/or impose punishment that is appropriate to the circumstances; or
c) require that the Workmen concerned vacate the Site and be replaced by the Subcontractor in accordance with Sub-Clause 5.13.

Any losses arising from the above misconducts or behavior of the Workmen shall be solely borne by the Subcontractor.

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PART VII- FINANCIAL MATTERS

** **

7.0 PAYMENTTERMS

** **

7.1 The Subcontractor shall provide daily records of the number and categories of Workmen on Site. The previous day's record shall be provided to the Main Contractor for verification as a true record.
7.2 At the end of each calendar month as stated in Item 5 of Appendix 1 *[Particulars of Agreement, *the Subcontractor shall submit to the Main Contractor their payment application with supporting documents **("Payment Application") **based on the unit rates in Appendix 2 [Schedule of Rates].

* *

7.3 The Main Contractor will certify the amount due to the Subcontractor **("Certified Amount") **in accordance with this Agreement by issuing interim payment certificate within a timeframe as stipulated in Item 5 of Appendix 1 *[Particulars of Agreement *from the receipt of the Subcontractor's Payment Application.
7.4 The Main Contractor will make payment of the Certified Amount to the Subcontractor within a timeframe as stipulated in Item 5 of Appendix 1 *[Particulars of Agreement] *from the date of interim payment certificate.
7.5 The Subcontractor shall keep proper wage books showing the amount of wages paid and hours worked for each Workman and shall make the same available for inspection by the Main Contractor when requested to do so.
7.6 The Subcontractor must furnish the Main Contractor the monthly payment receipt and/or record of payment paid to the Workmen when requested to do so.

PART VIII - RISKS AND LIABILITIES

** **

8.0 FORCE MAJEURE

** **

8.1 Neither Party shall be liable to the other Party for any cost, losses or otherwise, for any beach in the execution of their respective obligations as provided in the Agreement if such beach is due to "Force Majeure" which for the purpose of the Agreement shall mean:
(a) war (whether declared or not), hostilities, invasion, act. of foreign enemies;
(b) insurrection, revolution, rebellion, military or usurped power, civil war, terrorism, piracy on the high seas;
(c) natural catastrophe including but not limited to earthquakes, flood, subterranean spontaneous combustion or any operation of the forces of nature against which an experienced contractor could not reasonably have been expected to take precautions;

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(d) nuclear explosion, radioactive or chemical contamination or radiation (unless caused by the negligence act, omissions, or default of the Subcontractor, its agents or personnel);
(e) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds;
(f) plague pestilence or epidemic disease which prevent either Party from performing of his obligations under this Agreement; and
(g) riot, commotion or disorder but not one which is caused by or originating from the Subcontractor's employees or confined to the Subcontractor's own workforce or confined to the Site.
8.2 If either Party is unable to perform its obligations under the Subcontract by circumstances of Force Majeure, the affected party shall give written notice to the other Party immediately of the occurrence of the event, with full particulars and the consequences thereof.
8.3 The affected party shall diligently mitigate or remove the effect of the Force Majeure. Upon receipt of the notice of Force Majeure, the Party receiving the notice shall confer promptly with the other and agree upon a course of action to remove or alleviate such effect and shall seek reasonable methods of resuming full performance of the obligations and achieving objectives under the Agreement.
8.4 If the execution of substantially all the Works in progress is prevented for a continuous period of one year by reason of Force Majeure of which notice has been given under Clause 8.2, then either Party may give to the other Party a notice of termination of the Subcontract. Neither Party shall have any claim against or liable to the other Party save for any rights and liabilities accruing prior to the occurrence of the Force Majeure.
9.0 INSURANCES

** **

9.1 The Main Contractor has affected and will maintain the following insurances in respect of the Project:
a) Contractors All Risk (CAR),
b) Third Party Liability (TPL), and
c) Workmen's Compensation (WC).
9.2 Any deductibles arising from such insurance claims by the Subcontractor and any other costs not covered by the insurances shall be borne by the Subcontractor.
9.3 The Subcontractor shall be responsible for providing any insurance required by the Statutory Requirements or deemed necessary and not covered by the above stated.
9.4 The Subcontractor shall within fourteen (14) days from the date of this Agreement and as a condition precedent to the commencement of work effect and thereafter maintain at its own cost the relevant insurances to insure against any liability that may arise out of fulfilment of its obligation under this Agreement.

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10.0 INDEMNITY

** **

10.1 The Subcontractor shall perform its obligations under this Agreement at its own risk and releases, to the fullest extent permitted by law, the Main Contractor and its agents and servants from all claims, demands, losses, damages, fines and/or penalties of every kind resulting from the Subcontractor carrying out its obligations under this Agreement.

PART IX- SUSPENSION AND TERMINATION

** **

11.0 SUSPENSION

** **

11.1 The Main Contractor may by notice to the Subcontractor to suspend all or any obligations under this Agreement and Subcontractor shall promptly comply according to the notice until directed to resume performance by the Main Contractor. The Subcontractor shall not be entitled to claim for any losses, expenses, compensations, profits or damages as a result of this suspension.
12.0 TERMINATION

** **

12.1 The Main Contractor may terminate this Agreement, without having to give any reason for the termination, by giving the Subcontractor seven (7) days written notice. Upon the expiry of the written notice, the Subcontractor shall forthwith remove all the Workmen from the Site. The Subcontractor will be paid for the Workmen supplied up to the date of termination less any costs that the Main Contractor is entitled to deduct.
13.0 DEFAULT

** **

13.1 If the Subcontractor: -
(a) fails to carry out its obligations in accordance with this Subcontract or is persistently or flagrantly neglecting to carry out its obligations under this Subcontract; or
(b) breaches of any terms or conditions of this Subcontract; or
(c) actual rate of progress has fallen behind the schedule of progress; or
(d) has any execution proceedings levied against the assets of the Subcontractor; or
(e) enters or attempts to enter into any composition or arrangement with the Subcontractor's creditors; or
(f) has a winding up order made or (except for the purposes of reconstruction of which has been approved by the Main Contractor) or passes or attempts to pass or calls a meeting for the purposes of passing are solution for winding up (voluntary or otherwise); or

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(g) ** **has a liquidator, receiver, or receiver and manager appointed over the whole or any part of its assets; or
(h) is in breach of the Standard Terms of Compliance Acceptance; or
(i) ceases, or threatens to cease to carry on business,

then in any of the above events of Sub-Clauses (a), (b) or (c), the Main Contractor may by giving written notice to the Subcontractor specifying the default and require the Subcontractor to remedy such default within thirty (30) days of the receipt of the written notice or any period determined by the Main Contractor. In the event the Subcontractor fails to remedy such default within the required period, the Main Contractor shall be entitled to terminate this Subcontract and expel the Subcontractor from the Site. In the case of Sub-Clauses (d), (e), (f), (g), (h) or (i), the Main Contractor shall be entitled to terminate this Subcontract immediately by notice to the Subcontractor.

13.2 The Main Contractor's right to terminate this Subcontract shall not prejudice any other rights of the Main Contractor under this Subcontract or otherwise.
13.3 Any waiver by the Main Contractor of a breach of any provision of this Subcontract shall not be considered as a waiver of any subsequent breach of the same or of any other provision.

PART X- DISPUTE RESOLUTION

** **

14.0 DISPUTE RESOLUTION

** **

14.1 If any dispute or difference arises between the Main Contractor and the Subcontractor in respect of any matter related to this Agreement, the dispute or difference shall first be resolved by mutual discussion between the Parties.
14.2 Either Party may, after it becomes apparent that the dispute or difference cannot be resolved amicably, by notice in writing to the other Party refer the dispute to arbitration administrated by the Asian International Arbitration Centre **("AIAC") **in accordance with the Rules of AIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause.
14.3 The number of arbitrators shall be one (1) to be appointed by agreement between the Parties. Where the appointment of an arbitrator cannot be mutually agreed upon by the Parties, then the arbitrator shall be appointed by the Director of the AIAC. The award of the arbitrator shall be final and binding upon the Parties.
14.4 The seat of arbitration shall be Kuala Lumpur, Malaysia. The language of arbitration shall be English.
14.5 The Main Contractor may, at its discretion and pending determination in accordance with this Clause, withhold any amount payable to the Subcontractor, which is the subject of a dispute.
14.6 Notwithstanding the existence of any question, dispute and/or arbitration at any time, the Subcontractor shall continue to carry out its obligations under this Agreement.

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PART XI - MISCELLANEOUS

** **

15.0 ASSIGNMENT, SUBLETTING AND SUBCONTRACTING

** **

15.1 The Subcontractor shall not subcontract and assign its rights, titles, benefits, liabilities or obligations, sublet or subcontract the whole or any part of the Agreement without the prior written consent of the Main Contractor. The Subcontractor shall obtain prior approval from the Main Contractor if he wishes to subcontract any part of the Works by providing details of the sub-subcontractor and other information as requested by the Main Contractor. Any approval or permission to assign or subcontract any part of the Agreement shall not absolve the Subcontractor from any liability under this Agreement.
15.2 The Main Contractor may, at any time and without any additional cost to the Main Contractor, assign and novate the Subcontractor's rights, interests, obligations or liabilities under this Agreement. In the event of assignment or novation, the Subcontractor shall be obliged to enter into an assignment or novation agreement for the purpose of assignment or novation or transfer of any obligations under this Agreement to any **third **party.
16.0 CONFIDENTIALITY

** **

16.1 The Subcontractor shall treat all matters relating to this Agreement as confidential and shall not disclose any detail of the Agreement to any third party without the prior written consent of the Main Contractor.
17.0 GOVERNING LAW

** **

17.1 This Agreement shall be governed by Malaysian Law.
18.0 NOTICES

** **

18.1 The Main Contractor shall give the Subcontractor seven (7) days' notice of the requirements of the Workmen including categories, number, the duration and location to provide such Workmen ("Notice").

** **

18.2 The Subcontractor shall ensure that the Workmen are deployed to the designated location in accordance to the Notice. Notwithstanding the above, the Main Contract shall be entitled to amend or change the Notice to suit the site requirement from time to time.
18.3 The Main Contractor shall give the Subcontractor seven (7) days' notice of the removal of the Workmen when such Workmen are no longer required.
18.4 The Subcontractor shall ensure that Workmen no longer required shall be removed from the Site and Project immediately. The Subcontractor shall be responsible for any consequences arising from its failure to do so.
18.5 Where these Conditions provide for the giving or issuing of approvals, certificates, consents, determinations, notices and requests, these communications shall be in writing and delivered by hand or courier, sent by pre-paid mail or transmitted by email to the address for the recipient's communications as stated in Item 6 of Appendix 1 [Particulars of Agreement].

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18.6 However, if recipient gives notice in writing of another address, communications shall thereafter be delivered accordingly.
18.7 Any approvals, certificates, consents, determinations, notices, requests shall be deemed to have been duly served upon the received by the address, if:
a) delivered by hand or courier, at the time of delivery,
b) transmitted by email, at the time of delivery,
c) by registered mail whereby it shall be deemed delivered within five (5) business days from the date of proof of posting.
18.8 The language of the Agreement shall be English and if there are versions of any part of the Agreement which are written in more than one language, the version which is in English shall prevail.
18.9 The language for written and oral communications under the Agreement shall be English, save where required otherwise by any Statutory Requirements.
19.0 AMENDMENTS

** **

19.1 No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made by mutual consent and made in writing by way of supplementary agreement specifically referring to this Agreement and duly signed by the Parties. The provisions in respect of variation thereof shall be supplemental to and be read as integral part of this Agreement which shall remain in full force and effect as between both Parties.
20.0 LEGAL COST

** **

20.1 Each Party shall bear its own solicitor's cost.
21.0 WAIVER

** **

21.1 The rights of the Parties in relation to the Agreement or under any applicable law shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right and no act or course of conduct or negotiation on a Party's part or on a Party behalf shall in any way preclude a Party from exercising any such right or constitute a suspension or any variation of any such right.
22.0 SEVERABILITY

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22.1 If any provisions of this Agreement or any part thereof is rendered void, illegal or unenforceable in any respect under the law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
23.0 SUCCESSOR BOUND

** **

23.1 This Agreement shall be binding on the Parties successors in title and permitted assigns.
24.0 STANDARD TERMS OF COMPLIANCE PROTECTION

** **

24.1 Both Parties agree that the terms and conditions under the Standard Terms of Compliance Protection constitute an important part of the Subcontract concluded by and between the Parties, and both Parties should abide by it.
I. Definition of Public Official

** **

"Public Official" specified in the Standard Terms of Compliance Protection is broadly defined and includes the followings:

• Officials, employees, representatives of governments, and any other person acting on behalf of government (or otherwise authorized to act under official right);
• Officials, employees, or representatives of public international organizations;
• Officials, employees, or representatives of political organizations or members of royal families, who exercise public rights; and
• Officials and employees of public enterprises, which are enterprises over which a government or governments exercise, directly or indirectly, a controlling or dominant influence.
II. Compliance with Anti-Corruption Laws

** **

Subcontractor represents, warrants, and covenants that, in relation to the activities or transactions contemplated by this Subcontract Subcontractor and Subcontractor's affiliates, subsidiaries, directors, officers, employees, agents, consultants, contractors, designees, ultimate beneficial owners, and shareholders, and all other persons or parties acting on Subcontractor's behalf, directly or indirectly, have not violated and will not violate, or cause Main Contractor to violate, the Criminal Law of the People's Republic of China, the United Nations Convention Against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (as implemented by its signatories), or any other applicable anti-corruption, anti-fraud, anti-collusion or fair competition law (collectively, the "Anti-Corruption Laws)." Specifically, Subcontractor represents, warrants, and covenants that neither Subcontractor nor any of Subcontractor's affiliates, subsidiaries, officers, directors, employees, agents, consultants, contractors, designees, ultimate beneficial owners and shareholders, nor any other person or party acting on Subcontractor's behalf have made and will not make the followings:

A. To any Public Official or to any other person or entity if such payments or transfers would have the purpose or effect of:

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(a) Improperly influencing any act or decision of a Public Official
(b) Inducing any Public Official to do or omit to do an act in violation of that Public Official's lawful duty;
(c) Inducing any Public Official to use his or her influence directly, or with a domestic or foreign government or instrumentality thereof, to affect or influence any act or decision of such government or instrumentality; or
(d) Improperly assisting Main Contractor or Subcontractor or the relevant Subsidiary to obtain or retain business or otherwise to secure any improper advantage; or
B. To any person, whether or not a Public Official,
(a) With the intention to bring about or reward the improper performance of a duty or obligation to which the person is subject; or
(b) With the knowledge or belief that the acceptance of the payment or thing of value in itself constitutes the improper performance of the person's duty or obligation.
Ill. Continuing Obligations

** **

Subcontractor represents and warrants that Subcontractor and Subcontractor's affiliates, subsidiaries, directors, officers, employees, agents, consultants, contractors, designees, ultimate beneficial owners and shareholders, and all other persons or parties acting on Subcontractor's behalf are and will remain in compliance with the Anti-Corruption Laws for the duration of this Subcontract.

IV. Public Official Involvement

** **

Other than those disclosed to Main Contractor, Subcontractor does not have any current officers, directors, ultimate beneficial owners, shareholders (excluding for purposes of this section shareholders of a publicly traded company) or employees who are, or whose immediate family members are, Public Officials, and should it become aware of any such officer, director, ultimate beneficial owner, shareholder or employee becoming a Public Official, it shall inform Main Contractor within a reasonable time.

V. No Secret Funds

** **

Subcontractor does not have and shall not create or maintain any secret or unrecorded fund, account, or asset (regardless of whether it is relevant or irrelevant with the transactions under the Subcontract), for the purpose of taking or facilitating any prohibited payment or other action under the Anti-Corruption Laws, throughout the term of this Subcontract.

VI. Compliance Certification

** **

Within (30) days prior to each anniversary of the date hereof, Subcontractor shall provide an annual certification of compliance with the Anti-Corruption Laws.

VII. Indemnity

** **

Subcontractor undertakes to hold Main Contractor, its representatives, officers, directors, employees, and shareholders harmless in respect of all damages and consequences, including without limitation to any penalties, damages, or pecuniary consequences which could affect any such person or party as a result of the violation or breach of any of the obligations subscribed by Subcontractor under this Subcontract's Anti-Corruption Representations, Warranties, and Covenants provisions.

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VIII. Cancellation Rights

** **

According to reliable information source, including but not limited to Subcontractor's statement or any reliable news report, if Main Contractor deems that Subcontractor has materially violated its related statement, warrants and commitments in the appendix on obeying the anti-corruption law, it can be considered that Subcontractor involves in a substantial violation of this Subcontract. No matter whether Subcontractor is convicted or punished due to any breach of the anti-corruption law, Main Contractor has the right to terminate the Subcontract, without bearing the penalty or compensating Subcontractor.

IX. Audit Rights

** **

Subcontractor shall maintain all records necessary to confirm its compliance with the [above Clauses]. Upon receiving a prior notice from Main Contractor, Subcontractor agrees to provide reasonable access to all of its accounts, books, and records related to this Subcontract, either to Main Contractor or to an internationally recognized audit firm appointed by Main Contractor, for the purpose of allowing Main Contractor or such audit firm to review and audit such accounts, books and records. Access to the aforesaid accounts, books and records and any such review or audit by Main Contractor and the audit firm it designated generally are deemed to be strictly limited to the scope of work as stated in this Subcontract for compliance audit. The price of any audit under this Clause shall be at the sole cost of Main Contractor.

X. Expenses

** **

Any expenses incurred by Subcontractor in the course of performing work for Main Contractor as contemplated under this Subcontract shall be borne entirely by Subcontractor unless approved by Main Contractor in advance and fully supported by proper documentation.

XI. Investigation Notification:

** **

Subcontractor agrees to immediately notify Main Contractor should it become aware that it is under investigation by any enforcement or regulatory agency, government body, international institution, securities exchange, or non-governmental organization related to any activities under this Subcontract; moreover, Subcontractor will immediately inform Main Contractor should it become aware of any investigation by any enforcement or regulatory agency, government body, international institution, securities exchange, or non-governmental organization related to Anti-Corruption Laws regardless of whether the conduct relates to this Subcontract.

• Consultation Hotline: 0086-10-82017905
• E-mail: compliance@ccccltd.cn
25.0 ENTIRE AGREEMENT

** **

25.1 This Agreement including the attachments as attached herein contains the entire understanding between the Parties hereto and shall supersede all prior agreements, undertaking, negotiation and discussion between the Parties herein.

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**IN **WITNESS WHEREOF the Parties hereto have entered into this Agreement on the date and year first above written. :

Signed for and on behalf of )
China Communications )
Construction (ECRL) Sdn. Bhd. )
In the presence of )
/s/ Zhang Yong
Name: Zhang Yong
**Designation: ** Project Manager
/s/ Tiu Shi Luo
Witness’ Signature
Name: Tiu Shi Luo
Designation:QS

Signed for and on behalf of )
KAINAN SDN. BHD. )
In the presence of )
/s/ Whitney Tan Ann Nee
Name: Whitney Tan Ann Nee
**Designation: ** Director
/s/ Lau Poh Leong
Witness’ Signature ** **
Name: Lau Poh Leong
Designation: Finance Director

** **

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Appendix 1

PARTICULARS OF AGREEMENT

** **

Item Clause Description
1 Clause 1.1 - Definition: Main Contractor's Name China Communications Construction (ECRL) Sdn. Bhd.
2 Clause 1.1 - Definition: Subcontractor's Name KAINAN SON. BHD.
3 Clause 2.0: Commencement Date 20/06/2022 It is subject to the Main Contractor's written instruction
4 Clause 2.0: Completion Date 548 days from the Commencement Date.
5 Clause 7.0: Payment Term Monthly Payment Application by 18th of each calendar month ** ** Monthly Interim Payment Certificate to be issued within 14 days from date of receipt of Monthly Payment Application ** ** Payment within 28 days from the date of Interim payment Certificate
6 Clause 16.0: Notices The Main Contractor For the attention of the Mr. Yang Xin ** ** Postal address: Lot PT 15090, Kawasan Perindustrian Batu 7, 23000, Dungun Terengganu ** ** Email address: xyang.s4@cccecrl.com ** ** The Subcontractor For the attention of the Mr. WHITNEY TAN ANN NEE ** ** Postal address: N020, Jalan Selia Perdana BF U13/BF, BANDAR SETIA ALAM, 40170 Shah Alam, Selangor ** ** Email address: kainansdnbhd@gmail.com

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Appendix2

SCHEDULE OF RATES

** **

1.1.1 The rates are described below and in Ringgit Malaysia (RM):
Description Unit Rate for Normal Working Hours Overtime rate after Normal Working Hours (x1.5 times) Overtime rate on Sunday/ Public Holidays (x1.5 times)
1.General work RM/Hr 13.5 20.25 20.25

Notes:

Normal Working Hour shall be defined as the first eight (8) hours of work excluded 1 hour of lunch break by the Workman. Working hours over the first eight (8) hours shall be considered as Overtime. Sunday and Public holiday considered as overtime, the rate to be paid according to the above working and must provide compulsory 2 hours overtime a day and Sunday at least 2 times a month, The rates above shall include all levies, taxes and duties.

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APPENDIX 3

MAIN CONTRACTOR'S HSE REQUIREMENTS

TABLE OF CONTENTS

1. General HSE Requirements 3
2. Policy and Objectives 3
3. Subcontractor HSE Plan Approval 3
4. HSE Organization / Officer/Representatives 4
5. Leadership and Commitment 4
6. Training and Education 5
7. Implementation and Communication 5
8. HSE Audits and Inspection 6
9. Hazard Identification, Risk Assessment And Risk Control(HIRARC) 6
10. Permit-to-Work ?
11. Personal Protection Equipment 7
12. Fall Prevention/Protection 7
13. Tools and Portable Power Tools 8
14. Powder Actuated Tools 8
15. Scaffolding 8
16. Electrical Equipment Inspection and Earth Leakage Protection 8
17. Underground and Overhead Electrical Installations 9
18. Cranes and Lifting 9
19. Construction Equipment 10
20. Transportation 10
21. Compressed Gas Cylinders Use and Storage 10
22. Confined Spaces 11
23. Excavations and Trenching 11
24. Fire Preventive 12
25. Explosives 12
26. Lock Out/Tag Out 12
27. Incident Reporting 12
28. First-Aid Facilities 12
29. Emergency Plan 12
30. Subcontractor's Camps 12
31. Security 13
32. Health 13
33. Environmental Protection 14
34. Subcontractor's Right 14
35. Main Contractor Assistance 15
36. Reward And Penalty 15
Appendix A 17

1. General HSE Requirements
1) Subcontractor shall have the latest version of Local Codes and Standards.
2) Subcontractor shall set up a HSE Training Program which shall be incorporated into Main Contractor's Training program.
3) Sub-Contractor shall notify and register the work site to Department of Occupational Safety and Health (DOSH) not later than seven days from the commencement of construction activities and submit a copy of the DOSH approval letter to the Main Contractor (if applicable).
4) Subcontractor shall comply with the Main Contractor's Environmental Management (EMP) Plan.
5) Subcontractor shall participate in work area audits and root cause investigations.
6) Subcontractor shall organize and participate in routine safety meeting and other HSE meetings as required by the Main Contractor.
7) Subcontractor shall instruct its employees to stop work if any unknown or unanticipated hazards or work conditions which place its employees at risk. Subcontractor shall immediately report all such incidents to the Main Contractor.
8) Subcontractor shall establish a Recognition, Incentive and Discipline scheme to ensure the compliance of the HSE requirements by its employee.
9) Subcontractor shall establish a medical service and occupational health plan.
10) Subcontractor shall identify the risks raised from its activities. Job Hazard Analysis/ Job Safety Analysis (JHA/JSA) shall be conducted on each activity.
11) Subcontractor shall inform all its employees of the potential hazardous conditions and/ or near miss incidents.
12) Subcontractor shall ensure that all its employees attend Tool Box Meeting (TBM) conducted by its HSE personnel.
13) Subcontractor shall require its HSE personnel to attend daily HSE coordination meeting and give the safety awareness briefing.
14) Subcontractor shall develop the Emergency Response and Incident Report procedures which shall be in line with Main Contractor's procedures.
15) The Sub-Contractor shall bear the cost for the compliance of all Safety and Health requirements under the Contract and any other new or additional instruction or requirements issued by Main Contractor during the contract duration.
16) The Sub-Contractor shall bear the costs for any interruption and/ or delays to works due to incidents and/ or safety and health deficiencies involving the its operations, employees or breach of contract.
2. Policy and Objectives
1) HSE Policy

Subcontractor shall have a written HSE Policy which complying to Main Contractor's HSE policy. The HSE Policy shall be formally communicated to, and fully understood by all levels of employees in the Subcontractor organization.

2) Subcontractor HSE Objectives

The Subcontractor shall have a list of HSE objectives which in line with Main Contractor's HSE objectives.

** **

** **

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3. Subcontractor HSE Plan Approval

Subcontractor shall provide a written Health Safety and Environment Plan (HSE Plan) to the Main Contractor. The Subcontractor's HSE Plan shall be compiled based on Main Contractor's HSE Plan and relevant HSE procedures, MRL's HSE requirements and local Laws and Regulations.

Subcontractor's personnel and employees shall comply with the HSE Plan and all applicable health, safety and environmental Laws and Regulations. Subcontractor shall take or cause to take any additional measures under the direction of Main Contractor HSE management to prevent the injury or death of any person, or any damage or loss of property during Subcontractor performing the works.

Main Contractor will monitor and inspect the work sites in order to ensure the compliance with the above Health, Safety and Environmental Plan and Requirements by the Subcontractor.

4. HSE Organization / Officer/Representatives

** **

Subcontractor shall engage the following safety and health Key Personnel to be based full lime on Site;

• At least one Safety and Health Officer (if the contract value exceeding RM 20million).
• At least two Site Safety Supervisors.
• A Competent HSE manager (if necessary).

The safety and health Key Personnel shall be acceptable to Main Contractor. Subcontractor to submit their resumes and credentials for Main Contractor's review, verification, and acceptance. HSE Supervisor(s) shall be resident on the site for all Subcontractor's work activities.

In the event of the resignation of any of the safety & health Key Personnel, Sub- Contractor shall immediately source for a replacement and such replacement shall be in place one week before the resigning person is due to leave.

5. Leadership and Commitment
1) Commitment
• Subcontractor shall specify how its management is committed to designing, procuring, constructing, and commissioning the project without compromising safety, health and environment requirements.
• Subcontractor's senior management shall personally practice HSE leadership and demonstrate visible commitment to the project and foster a good working culture.
• Subcontractor's HSE Plan shall require that management supervisory actions on cost, schedule, and quality concerns do not prevail over HSE requirements of the Project.
2) Roles and Responsibilities
• Subcontractor's HSE Plan shall delineate the roles and responsibilities of managers and supervisors and describe the system by which managers and supervisors shall be held accountable for HSE implementation.
• Subcontractor shall require managers and supervisors to participate in both Subcontractor's and Main Contractor's scheduled work area audits or inspections and implement and document required corrective actions.

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• ** **Subcontractor representative and/or his delegation shall support, promote, and participate in the "Zero occupational diseases, Zero Accident/Incident and Zero pollution" HSE objectives.
• Subcontractor representative and supervisors shall attend and clearly convey Subcontractor's HSE expectations at employee HSE Orientation or meetings.
• Subcontractor representative and supervisors shall be familiar with HSE rules, laws and regulations, and shall document all actions taken to ensure compliance with Main Contractor's and Subcontractor's HSE Plan and relevant procedures.
• Subcontractor representative and supervisors shall participate in scheduled, documented HSE assessments (comprehensive HSE audits) to be conducted by the Main Contractor. Subcontractor shall also conduct and document self- assessments.
• Subcontractor representative and supervisors shall organize, actively participate in, and consistently demonstrate strong leadership in meetings.
• Subcontractor representative and supervisors shall participate in a Project behavior-based safety process, which incorporates employee observations at the work place.
• Subcontractor HSE staff shall organize and participate in the Project behavior- based safety process and HSE orientation process.
• Subcontractor HSE officers shall actively participate in and/ or provide specialized HSE training, such as tunnel activity, blast, deep excavation, elevated work platforms, etc.
6. Training and Education
6.1 Mandatory Training and Education Requirements

Subcontractor employees shall be competent to complete their tasks or specific work activities. Subcontractor is responsible to ensure its employees possess valid certificates for specific jobs as required.

Subcontractor's employees shall hold valid documents including Malaysian ID card, CIDB Green Card, education record and experience and certificate of fit examination, which shall be reviewed by the Main Contractor HSE department.

Subcontractor shall keep updating the list of its competent person and the specific competency trainings shall be scheduled.

Subcontractor shall organize its employees to attend Main Contractor HSE Orientation and specific trainings as required.

Subcontractor's employees shall be prohibited from performing any of specific tasks without receiving relevant competency trainings and approval from Main Contractor HSE Management Team.

Subcontractor shall provide and require employees to attend specific trainings applicable to their jobs assigned (e.g. tunnel activity, fall protection, excavation, etc.).

Subcontractor shall ensure that its visitors shall be escorted at all times by an authorized employee who is knowledgeable of all HSE practices and procedures.

7. Implementation and Communication

** **

7.1 Communication

Subcontractor shall specify the means for HSE communication.

Subcontractor is required to participate and or conduct the following meetings.

• Daily toorbox talk;
• Weekly project Tool Box meeting;
• Other meetings as required.

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7.1.1 Records and Reports

Subcontractor shall submit HSE reports (Weekly, Monthly or Incident reports) to Main Contractor, as appropriate.

8. HSE Audits and Inspection

** **

Main Contractor will perform periodic HSE audit and inspection of the project. Subcontractor shall provide Main Contractor with timely, complete and open access to its safety process, files, records, etc., and shall participate in this assessment as/if requested.

During the performance of works, once the Main Contractor observes the Sub- Contractor not conducting the work in compliance with the approved Health, Safety and Environment Management Plan, Method Statements, procedures, relevant legislation, Main Contractor Environmental Operational Control requirements and/ or conducting the work in a way that causing damage and pollution the environment, Main Contractor may proceed with one or more of the following options:

• Issuance of inspection reports.
• Issuance of non - conformance reports.
• Issuance of stop work orders.
1) If any danger or unsafe conduct is discovered during the inspection, the HSE management from the Main Contractor has the right to issue a Non-Conformance Report (NCR) or Stop Work Order (SWO) to the Sub-Contractors.
2) The Sub-Contractor shall respond to the Stop Work Order (SWO), Non- Conformance Report (NCR) and HSE observations report or notice issued by the Main Contractor and take action to rectify the issue/s within the stipulated time frame. Following the issuance of a Stop Work Order (SWO), the Sub-Contractor shall not recommence work in the affected area until such time that the Sub-Contractor has satisfied Main Contractor that the work will be resumed in compliance with the HSE requirements.
3) The Sub-Contractor shall notify Main Contractor immediately of any Health, safety and Environmental related non - conformance, observation or complaint received from any Relevant Authority and shall take immediate and appropriate action to rectify the issue. A detailed close out report shall be sent to Main Contractor within 24 hours.
9. Hazard Identification, Risk Assessment And Risk Control (HIRARC)

** **

9.1 General Hazard Identification and Evaluation

Subcontractor shall provide details of its risk management process.

9.1.1 Identification of hazards and environmental concerns

Subcontractor shall incorporate the Main Contractor HIRARC procedure to its risk management process.

** **

9.2 Work Method Statements

Subcontractor shall provide and comply with the work method statements for each site activity.

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9.3 Job Safety ‘Analysis (JSA)

JSA is used to identify, analyze, understand and mitigate potential hazards associated with repetitive or potentially hazardous work operations.

Subcontractor shall prepare Job Safety Analysis (JSA) for every activity and educate their employees to take precaution for the potential hazards at site.

10. Permit -to-Work

** **

Subcontractor shall be accountable to obtain Permit-To-Work for its activities executed on site which specified as high risk activities.

Subcontractor shall assign sufficient competent supervisors or foremen as permit receivers, who shall be trained and certified by Main Contractor and/ or 3rd party, to play their role in Permit-to-Work system.

Subcontractor shall ensure its permit receivers always present at site while any activities are in progress.

11. Personal Protection Equipment

** **

Workers shall wear appropriate Personal Protective Equipment (PPE) such as safety helmets, safety boots, safety vest and other appropriate PPE's when they are entering the site.

Subcontractor shall provide, maintain and enforce the use of personal protective equipment which comply with Malaysia and China or international standard (e.g., MS, GB, ANSI, EN, etc.). Subcontractor shall use special protective equipment for any operation involving noise, respiratory hazards (dust, fumes, vapors, mist) chemical handling, abrasive blasting or other hazardous/toxic material.

Subcontractor shall develop the procedures to define Personal Protection Equipment's receiving, inspection, issuance, replacement, and disposal.

12. Fall Prevention/Protection

** **

Subcontractor shall take three-step systematic approach to protect employees from falls: Fall Elimination, Fall Prevention and Fall Arresting.

Subcontractor shall provide a written Fall Prevention/ Protection Procedures which acceptable to the Main Contractor and makes maximum use of primary fall protection systems, such as scaffolds, aerial lifts, personnel hoists, etc.

Subcontractor shall carry out the inspection of fall protection equipment prior to each use.

Subcontractor shall make provision for secondary fall protection (full-body harness) for all employees who are working or traveling more than 2 meters above lower level. All fall protection devices shall be manufactured and used in accordance with a recognized Malaysia/China standard acceptable to the Main Contractor.

Where lifeline systems are used, anchor points shall be capable to support at least 2268 kg (5,000 pounds). Lifelines shall be installed and maintained by qualified persons who are competent and possess the rigging knowledge to ensure the integrity and safety factors for lifeline system installation. Lanyards shall be secured to vertical lifelines by rope grabs only.

Subcontractor shall ensure that employees have received fall protection training/orientation prior to working at height.

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13. Tools and Portable Power Tools

** **

All tools shall be with proper safeguards and used only in applications for which they were designed for. Portable power tools shall comply with Malaysia standard MS1979:2015 « Electrical installation of building-code of practice)) and Main Contractor's requirements. All tools shall be free from defect and maintained in a good operating condition. Subcontractor shall comply with Main Contractor's procedures and directives concerning the use, maintain and inspection of tools and portable power tools. In the event that the Main Contractor found any defective tools or of substandard, the Subcontractor shall immediately replace such tools at its own expense. If the Subcontractor fails to replace such tools, any resulting loss, damage, or injury shall be Subcontractor's sole responsibility.

14. Powder Actuated Tools

** **

Powder Actuated Tools shall be used only with the prior written approval of the Main Contractor's HSE Management Team. No person shall operate, clean, maintain, or repair the Powder Actuated Tool unless certified by the tool's manufacturer or of equivalent qualification acceptable to the Main Contractor. Documentation of such certification shall be in the possession of the person on site at all times as proof of qualification.

15. Scaffolding

** **

Subcontractor shall have competent scaffold supervisor and inspector (if necessary) and ensure its scaffold team is certified and competent.

Subcontractor shall develop or implement a scaffold tagging system compatible with the Main Contractor's tagging system.

Subcontractor shall erect or modify scaffolds under the direction of a trained, competent scaffold supervisor whose certificate shall be submitted for the Main Contractor's acceptance. Scaffold platform accesses shall be protected to prevent the possibility of accidental fall.

Special scaffolds (hanging scaffolds, 2 points suspension scaffolds, etc.) shall be designed by a competent engineer and the design drawings endorsed by Professional Engineer shall be submitted to the Main Contractor. All special scaffold installation shall be erected with necessary personnel fall arrest equipment, such as rope grabs, Yoyo and lifelines.

Subcontractor shall provide scaffold training to its scaffold team.

16. Electrical Equipment Inspection and Earth Leakage Protection

** **

All material and equipment used for temporary electrical installations shall comply with Malaysia/China standard.

Subcontractor shall comply with the Main Contractor's Electrical Equipment requirements and shall use Residual Current Device (RCD) on all temporary electrical applications.

Subcontractor shall train employees regarding electrical inspection and electrical safety.

Subcontractor shall maintain records of all tool inspections and make these records available to Main Contractor.

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Subcontractor shall provide details of its special tools or PPE to work on energized electrical circuits. This shall include the use, inspection and storage of (gloves, mats, sticks etc.)

Subcontractor shall ensure that personnel are isolated from electrical distribution centers.

Temporary generators supplied by Subcontractor shall have all necessary documents and comply with DOE and Suruhajaya Tenaga requirements including details of competent person.

17. Underground and Overhead Electrical Installations

** **

Subcontractor shall take precaution and obtain permit to work from the Main Contractor for the underground and overhead electrical works. Subcontractor's employees shall comply with Main Contractor Standard Operating Procedure to reduce the safety and health risks associated with the underground and overhead utilities works.

It is recommended to install surge protection device (SPD) for installation supplied from overhead lines.

18. Cranes and Lifting

** **

Subcontractor shall ensure all lifting equipment and every part thereof, including all apparatus used for anchoring or fixing such equipment, shall be in good mechanical operating condition, free from any defects, and constructed from materials with a specified strength suitable for the intended use. Subcontractor shall also ensure that such lifting equipment are properly inspected and maintained. All hooks, slings, shackles and other parts on the lifting equipment shall be approved by the Main Contractor. All crane operators must possess a valid heavy equipment driving license and DOSH certificates.

All lifting equipment must have valid inspection certificate from third-party inspection agencies, all lifting equipment over 10 years of age must be examined and tested by third-party inspection agencies.

Subcontractor shall carry out daily crane inspection prior to use. Subcontractor shall responsible for paying inspection expenses, such as DOSH or third-party inspections expenses. Subcontractor shall keep record of all inspections carried out by DOSH/third-party inspection agencies and submit to Main Contractor upon request. Certified riggers shall be provided by Subcontractor.

Subcontractor shall provide necessary resources for the inspection and maintenance of rigging & lifting equipment.

Subcontractor shall ensure that the equipment operators are adequately trained.

All cranes supplied by Subcontractor shall have valid inspection records and such records shall be submitted to the Main Contractor prior to entering the site. Main Contractor reserve the right to carry out physical inspection on the equipment prior to permitting the access to the site.

Subcontractor shall ensure the crane operators keep daily inspection logs for all equipment. No equipment shall be operated if hazardous conditions are identified.

Subcontractor shall ensure the weights of all lifting equipment are communicated to rigging personnel and crane operators prior to any lifting activity.

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All rigging equipment shall undergo a visual inspection prior to each use and a documented inspection monthly (a color code system shall be used to achieve this). All lifting capacities shall be clearly indicated on lifting devices.

All rigging tools shall be stored properly (i.e. on racks or in protected areas).

Subcontractor shall ensure all crane operations maintain minimum safety distances from all high voltage lines, as determined by relevant specification and regulations.

Subcontractor shall ensure the counter weight and the swing radius of all cranes are properly barricaded.

Subcontractor shall provide its proposed crane and material handling plan for the works.

Excavator shall not be used for lifting unless it is specifically designed for and equipped with hydraulic hose burst protection and lifting load chart.

19. Construction Equipment

** **

Subcontractor shall ensure that all construction equipment provided for the works are with valid certificates as required and maintained in good condition. The equipment shall be under a comprehensive inspection programmer and shall be inspected prior to each use.

20. Transportation

** **

Subcontractor shall responsible for managing all transportation associated with the execution of works. Subcontractor shall ensure all vehicles are registered and licensed, maintained in a roadworthy condition and operated in a safe manner.

Subcontractor shall ensure all persons operating vehicles possess appropriate driving licenses and comply with relevant road regulations and/or Jobsite regulations.

Subcontractor shall comply with all relevant requirements of local traffic regulations for transporting construction materials.

Subcontractor shall ensure that all excavated material on dump truck are covered while traveling on public roads.

21. Compressed Gas Cylinders Use and Storage

** **

Subcontractor shall provide cradles and/or cages for compressed gas cylinders lifting and ensure the cylinders being transported are secured in upright position.

Subcontractor shall ensure the compressed gas cylinders are provided with protective systems to prevent damage to valves. This may include caps or protective collars.

Subcontractor shall implement Gas Cylinder Use and Storage Procedures for proper usage and storage of the compressed gas cylinders. The procedures shall include but not limited to segregation by types, proper signage, protective isolation of fuel gasses from oxygen, keep cylinder caps in place, securing upright position of cylinders and maintaining safe distances from ignition sources.

Subcontractor shall ensure that all cylinders are provided with key wrench.

Subcontractor shall prohibit compressed gas cylinders from being used or stored in confined spaces.

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22. Confined Spaces

** **

Subcontractor shall comply with the Confined Space management requirements and responsible for any hazards control requirements in confined spaces and comply with Malaysia standard of INDUSTRY CODE OF PRACTICE FOR SAFE WORKING IN A CONFINED SPACE.

Subcontractor shall ensure that all its employees attend awareness training regarding the hazards of confined spaces and the procedures to be followed. Special training shall be provided to all entrants and attendants. Subcontractor shall ensure that everyone understand and execute their full responsibilities.

Subcontractor shall review its work areas and ensure confined spaces have been identified and marked accordingly. Prior to each entry into a confined space Subcontractor shall ensure:

• Proper ventilation equipment is used to purge or supply air to the confined space;
■ All electrical services shall be protected by Earth Leakage Circuit Breaker (ELCB) or Ground Fault Circuit Interrupter (GFCI);
• Adequate access/egress from the confined space are provided;
• A specific rescue plan has been developed and reviewed by all involved employees, and
• All sources of atmospheric contamination are isolated.

Subcontractor shall not allow to enter any confined spaces until the permit system has been properly executed. The permit shall be conspicuously posted at the confined space and all entrants shall sign a log upon entering and exiting the confined space.

23. Excavations and Trenching

** **

Subcontractor shall not commence any excavation or trenching work, until they have obtained permission and complied with the conditions of all required approval and permit from the Authorities.

Subcontractor shall provide a competent person whose qualification is acceptable to the Main Contractor, to perform daily inspections of all excavations/trenches works. These inspections records shall be documented, kept on file, and made available to Main Contractor.

Subcontractor shall have engineering drawings showing the location of all underground services and/ or utilities, and shall make all required notifications prior to commencement of any excavation.

Subcontractor shall ensure the excavated material is kept at least 1 meter away from the excavation edge where depth of excavation is less than 1 meter.

No lateral travel more than 7 meters shall be allowed in any trench. Warning signs and barricades shall be installed at trenched or excavated area.

Subcontractor shall prepare the method statement for any trenching and excavation works.

Subcontractor shall provide dewatering of trenches and excavations and discharge water to a safe/ controlled soak away/ sewer. Back flow into the trench/ excavation or along its edges shall not be allowed.

Appropriate· personal flotation devices shall be used by Subcontractor personnel while working over water.

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24. Fire Preventive

** **

Subcontractor shall provide and maintain a suitable firefighting equipment at site. All Subcontractor personnel shall be properly trained to use of such equipment Lay down area and fabrication yards shall be laid out in accordance with the specification in respect of the spacing of rows, fire lanes, and compatibility of material and keep the proper housekeeping.

25. Explosives

** **

Subcontractor shall promptly advise the Main Contractor HSE Manager of any requirement for the use of explosives.

Subcontractor shall comply with the General Rules and Requirements for the Handling and Use of Explosives issued by the Local Authority and all requirements of Main Contractor.

26. Lock Out/Tag Out

** **

Subcontractor shall strictly comply with Main Contractor's lock-out/ tag-out requirements and procedures.

Subcontractor shall provide training to all employees regarding the lockout/ tag out procedures. Records of training and testing shall be kept, filed, and made available to Main Contractor.

27. Incident Reporting

** **

Subcontractor shall ensure that an immediate oral report will be made to the Main Contractor in case of any health, safety and environmental incident. A written report shall be submitted to the Main Contractor by the end of the shift on which the incident occurs or the Subcontractor becomes aware of such incident

28. First-Aid Facilities

** **

Subcontractor shall provide and maintain adequate first-aid kit at the site in accordance with Laws and Regulations.

The First Aider, holding a valid certification of First Aid/CPR training, or equal criteria, shall be present at all times. The ratio of First Aider and total site employees shall comply with local Laws and Regulations.

29. Emergency Plan

** **

Subcontractor shall develop his Emergency Response Plan, which compatible with Main Contractor's Emergency Response Plan

Subcontractor shall ensure that Main Contractor's Emergency Response Plan requirements are clearly communicated to its employees.

30. Subcontractor's Camps

** **

Subcontractor shall ensure that camp facilities provided for its employees are meeting the provisions of Local Labor and Workmen Law and Main Contractor HSE

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Requirements. Main Contractor reserves the right to inspect all Subcontractor camp facilities to ensure compliance with applicable Laws and Main Contractor requirements.

Subcontractor shall ensure all employees using the camp in order to comply with the requirements;

Subcontractor shall provide camp security. Subcontractor's camp plan shall include the system to capture and report incidents related to crime, health or safety to the Main Contractor;

The Subcontractor shall provide transportation to meet its employees' needs;

Subcontractor health plan for the camp shall include food hygiene and the inspections standards shall complying to the Main Contractor requirements;

31. Security

** **

Subcontractor commits to comply with Main Contractor's Security Procedures.

Subcontractor shall ensure its employees to follow Main Contractor security systems and keep its office, laydown yard and warehouse etc. in secure manner.

Visitors, including vendors, employees without HSE training, shall be escorted during visit as per Main Contractor requirements.

No weapon, drug & alcohol are allowed at site Horseplay is strictly prohibited at the job site.

32. Health

** **

Subcontractor shall provide information concerning its plans to support the Project Health Implementation goals and objectives.

• Ensure that all potential health hazards are identified and assessed.
• Maintain the health and welfare of workplace personnel through monitoring and surveillance.
• Eliminate or control workplace health hazards to prevent occupational related illnesses or injuries.
• Characterize workplace exposure to potential health hazards.
• Implement the Health findings in the Environmental Impact Assessment. These will be summarized in the Environmental Management Plan.
• Ensure compliance with recognized occupational safety and health standards and regulations to include program requirements and local laws, as applicable to each situation.
• Reduce costs associated with lost man-hours, medical treatment and surveillance and worker's compensation.

Subcontractor Health program shall contain the following elements:

• Health Hazard Evaluation

Health Hazard Evaluations procedure shall be prepared for all applicable construction activities. The assessment shall normally be performed in the form of a Job Hazard Analysis (JHA). The Health Hazard Evaluation shall include potential chemical, biological, physical and ergonomic hazards associated with the activities as well as an evaluation of any existing measures used to control these hazards.

• Hazard Control

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When a chemical, physical or biological hazard is identified in a Health Hazard Evaluation, and cannot be eliminated from the workplace, the appropriate control(s) that are then incorporated into the work activity. Controls may include engineering, administrative or personal protective equipment. Controls shall be re- evaluated whenever a process change or other factor might affect the frequency or severity of the hazard.

33. Environmental Protection

** **

The DEIA has been prepared by the Owner in association with Main Contractor as required in the Environmental Quality (Prescribed Activities) (Environmental Impact Assessment) Order of 1987. Approval of the EIA has been obtained by the Owner. The Sub-Contractor shall fully comply with all relevant EIA approval conditions from the Department of Environment (DOE) for this Project.

Prior to and during the execution of the Works, the Sub-Contractor shall fully comply with all relevant EIA approval conditions from the Department of Environment for this Project, which includes:

• Compliance to Mitigation and Control Measures as stated in the DEIA Report.
• Construction and Operation Design.
• Earthwork and Construction Control.
• Monitoring and Control of Noise & Vibration
• Control and Monitoring of Air Quality
• Control and Monitoring of Water Quality
• Management of Solid Waste and Scheduled Waste
• Traffic management Plan
• Environmental Management Plan, EMP
• Safety and Emergency Control
• Environmental Audit
• Report
• Administrative
• The DEIA approval conditions shall be displayed in a suitable place and be clearly visible at each Section's site office.
34. Subcontractor's Right

** **

Sub-Contractor has the right to request Main Contractor to provide its HSE management regulations.

Sub-Contractor is eligible to make reasonable suggestions and comments for improvement on the HSE work assigned by the Main Contractor.

Subject to the requirements and provisions of Main Contractor HSE and the terms of this Agreement, the Sub-Contractor may formulate the HSE management rules in accordance with the management's requirements.

Sub-Contractor Shall have the right to refuse or to execute instructions given by the Main Contractor for violating orders or else enforcement to take risks.

Sub-Contractor Shall have the right to request Main Contractor to provide safety conditions and environment that are consistent with the construction operations.

In the event of jeopardizing the safety of work condition, the Sub-Contractor has the right to take the necessary measures to avoid risks.

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35. Main Contractor Assistance

** **

Subcontractor may request assistance from Main Contractor with respect to the implementation of its Health, Safety and Environmental Requirements. The Main Contractor Representative (or the Main Contractor Representative's designated party or parties) shall assist Subcontractor by explaining good health, safety and sound environmental practices, pointing out unsafe conditions. Such assistance by Main Contractor shall in no way relieve Subcontractor of its responsibilities set forth in this Schedule.

Main Contractor will audit and review the HSE management system, documentation and the implementation of the HSE management system during the project execution.

Main Contractor shall responsible for reviewing and evaluating the impact to contract costs for compliance with the Company HSE requirements.

Main Contractor shall provide the Main Contractor's HSE management documents to Sub-Contractor for implementation and compliance.

Main Contractor should formulate the relevant HSE rewards and penalties program, the awards and penalties program must be implemented to all Sub-Contractors and apply to all.

Main Contractor shall conduct audits to ensure that Sub-Contractor has rectified noncompliance with the HSE conditions and the system and/or deficiencies in the system

Main Contractor may standardize the contents of the sub-contractor on construction operations, provide comprehensive hazard identification and risk assessment, develop various safety measures to reduce or eliminate risks, implement safety measures and control the potential hazards.

Main Contractor shall establish and improve the relevant safe work system, operation procedures and HSE program.

36. Reward And Penalty

** **

36.1 Reward

Main Contractor is implementing a reward and penalty program based on the Subcontractor's compliance to HSE program, procedures, rules and regulations.

Main Contractor will set up a "Reward & Penalty Fund" to manage all fund related to this program. The details of the program will be introduced to Subcontractor in due course. Subcontractor shall formulate their own HSE reward and penalty program.

** **

36.2 Penalty

If Subcontractor fail to comply with any of the HSE requirements, Main Contractor shall notify the Subcontractor in writing of such violation and reserves the right to impose a disciplinary action or monetary penalty (as set out in Appendix A). Upon receiving such notification, Subcontractor shall immediately take all necessary corrective actions. Any corrective action shall, unless provided otherwise in this Contract, be taken at Subcontractor expense. If Subcontractor fails to take prompt corrective action, Main Contractor's Representative may direct Subcontractor to suspend all or part of works until satisfactory corrective action has been taken. Costs incurred and/ or works delayed by Subcontractor as a result of such work suspension shall be Subcontractor's sole responsibility.

• First Violation: based on the below penalty list amount standard.
• Second Violation: twice the amount of the penalty list.
• Third Violation: In principle, is three times the amount of the penalty list, and prohibits workers/mechanical equipment that violates the regulations from entering the construction site.

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Appendix A

** **


Item No Violation Description Penalty(RM) Additional Action
1 1.1 Workers who working without valid CIDB Green Card at Site Up to RM 5000/one person Disciplinary Action and Safety NCR
1.2 Not Wearing or not using Basic Personal Protective Equipment as required RM 100/one person Disciplinary Action and Safety NCR
1.3 Unplanned work, new work activity been carried out without notification to main contractor HSE personnel RM 300/one time Disciplinary Action and Safety NCR
2 2.1 No Safety Officer/Safety Supervisor appointed as required Up to RM2000/one time Disciplinary Action and Safety NCR
2.2 Did not perform Safety Tool Box Briefing as required RM 100/one person Disciplinary Action and Safety NCR
3 3.1 Valid PMA/PMT for the machinery not displayed RM 300/one time Disciplinary Action and Safety NCR
3.2 Unauthorized person operating crane Up to RM 2000/one time Disciplinary Action and Safety NCR
3.3 Certificate of crane operator is not valid Up to RM 2000/one time Disciplinary Action and Safety NCR
3.4 Documents or certificate of crane is not valid Up to RM 3000/one time Disciplinary Action and Safety NCR
3.5 Heavy Lifting work without valid lifting Permit to lift RM 300/one time Disciplinary Action and Safety NCR
3.6 No lifting supervision during normal lifting work RM 300/one time Disciplinary Action and Safety NCR
3.7 No specific lifting supervisor during heavy/critical lifting activity Up to RM 1000/one time Disciplinary Action and Safety NCR
4 4.1 Failure to provide a safe access or safe working platform RM 100/one time Disciplinary Action and Safety NCR
4.2 Obstruction to safe access, emergency escape access, or fire protection equipment RM 200/one time Disciplinary Action and Safety NCR
4.3 Failure to provide a barricades/guardrail/cover at holes opening or any possibility to fall RM 200/one time Disciplinary Action and Safety NCR
5 5.1 Failure to secure oxygen/acetylene/LPG  cylinders is not in an upright position. RM 100/one time Disciplinary Action and Safety NCR
5.2 The distance between the oxygen cylinder and the acetylene /LPG cylinders is less than 5m RM 300/one time Disciplinary Action and Safety NCR
5.3 Failure to provide gas cylinder with a pressure value and flashback arrestor RM 300/one time Disciplinary Action and Safety NCR
5.4 Fail to clean and remove the welding residual from the site in agreed timeframe for disposal at the designated location RM 300/one time Disciplinary Action and Safety NCR
6 6.1 Failure to display valid fire extinguisher inspection certificate on the fire extinguisher RM 100/one time Disciplinary Action and Safety NCR
6.2 Failed to provide fire extinguisher at designated location RM 100/one time Disciplinary Action and Safety NCR
6.3 not provided with an effective rest area RM 100/one time Disciplinary Action and Safety NCR
6.4 Improper labeling for chemical storage and containers RM 100/one time Disciplinary Action and Safety NCR
6.5 Fail to provide qualified storage for chemicals, dangerous goods, inflammable and explosive materials repository RM 300/one time Disciplinary Action and Safety NCR
6.6 Fail to provide sufficient emergency equipment at the Site RM 100/one time Disciplinary Action and Safety NCR

** **

** **

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** **

Item No Violation Description Penalty(RM) Additional Action
7 7.1 Misuse of construction tools, equipment, plants and machinery, horseplay at work RM 500/one time Disciplinary Action and Safety NCR
7.2 Shield or guard for power tools not provided RM 100/one time Disciplinary Action and Safety NCR
7.3 Use defective wires or electrical equipment RM 100/one time Disciplinary Action and Safety NCR
7.4 Wire connection and installation are incorrect RM 300/one time Disciplinary Action and Safety NCR
7.5 Fail to provide electrical warning sign. RM 100/one time Disciplinary Action and Safety NCR
8 8.1 Failure to provide color coded inspection tanning as per required RM 100/one time Disciplinary Action and Safety NCR
8.2 Failure to provide industrial socket and plugs at site RM 100/piece Disciplinary Action and Safety NCR
8.3 Self-modification of electrical tools and equipment without approval RM 300/one lime Disciplinary Action and Safety NCR
8.4 Fail to provide earthing for electrical tools and generator RM 100/piece Disciplinary Action and Safety NCR
8.5 Unsafe condition of wires, sockets and generators. RM 100/piece Disciplinary Action and Safety NCR
9 9.1 Fail to provide qualified Traffic Management Team RM 500/one time Disciplinary Action and Safety NCR
9.2 Fail to provide sufficient traffic control safety equipment (flash, baton, road cone, etc.) RM 500/one time Disciplinary Action and Safety NCR
9.3 Road closure without approved permits RM 1000/one lime Disciplinary Action and Safety NCR
9.4 Unsafe traffic management at site RM 300/one time Disciplinary Action and Safety NCR
9.5 Fail to provide sufficient lighting at workplace RM 200/one time Disciplinary Action and Safety NCR
10 10.1 Self-modification of scaffold structure or installation without approval RM 1000/one time Disciplinary Action and Safety NCR
10.2 Failure to provide scaffold inspection tagging RM 100/one location Disciplinary Action and Safety NCR
10.3 Use of unsafe scaffolding RM 100/one time Disciplinary Action and Safety NCR
11 11.1 Urine at Site RM 100/one time Disciplinary Action and Safety NCR
11.2 Drinking, gambling and drug abuse at Site RM 1000/one time Disciplinary Action and Safety NCR
11.3 Failure to provide sufficient waste management RM 200/one time Disciplinary Action and Safety NCR
11.4 Failure to provide segregation of waste RM 200/one time Disciplinary Action and Safety NCR
11.5 Failure to provide sufficient waste bins. RM 200/one lime Disciplinary Action
11.6 Failure to provide sufficient and proper safety signage at site ** **RM 100/one time and Safety NCR Disciplinary Action and Safety NCR
11.7 Failure to provide noise reduction equipment/noise barrier especially at residential area ** **RM 1000/one time Disciplinary Action and Safety NCR
11.8 Smoking at non-designated area site RM 100/one time Disciplinary Action and Safety NCR
11.9 Poor housekeeping at workplace/ Improper disposal of construction waste *( *cement/concrete/waste etc.) ** **RM 300/one time Disciplinary Action and Safety NCR

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Item No Violation Description Penalty(RM) Additional Action
12 12.1 Failure to attend HSE activities and programs RM 300/one lime Disciplinary Action and Safety NCR
12.2 Illegal worker RM 1000/one Person Disciplinary Action and Safety NCR
12.3 Neglect/ delay the implementation for legal compliance and HSE requirement RM 500/one time Disciplinary Action and Safety NCR
12.4 Failure to rectify SWO, NCR within agreed timeframe RM 500/one time Disciplinary Action and Safety NCR
12.5 Working at worksite without implementing Permit To Work System RM 500/one time Disciplinary Action and Safety NCR
13 13.1 Driving in unsafe manner at worksite /Reckless Driving RM 100/one time Disciplinary Action and Safety NCR
13.2 Failure to provide lighting and severe weather protection RM 100/one time Disciplinary Action and Safety NCR
13.3 Using unsafe work tools/ illegal alteration/home-made tools RM 200/one time Disciplinary Action and Safety NCR
13.4 Littering at site RM 100/one time Disciplinary Action and Safety NCR
14 14.1 Open burning without approval Up to RM 500,000/ one time Disciplinary Action and Safety NCR
14.2 Direct discharge to water stream (oil, chemical or sewage from toilet) Up to RM 5000/ one time Disciplinary Action and Safety NCR
14.3 Failure to clean up and manage spillage of oil and grease at work area RM 100/one time Disciplinary Action and Safety NCR
14.4 Failure to provide drip tray as secondary containment (at all times) for all portable fuel storage RM 100/one time Disciplinary Action and Safety NCR
14.5 Failure to provide waste containers or storage at work area RM 100/one time Disciplinary Action and Safety NCR
14.6 Failure to arrange and store used containers (scattered) on the worksite RM 100/one time Disciplinary Action and Safety NCR
14.7 Failure to identify, store, label and dispose of scheduled waste as per the Environment quality regulations 2005 Up to RM 1000/one time Disciplinary Action and Safety NCR
14.8 Failure to obtain written approval from the Director-General in accordance with the requirements in Environmental Quality (Clean Air) Regulation 2014 prior of the erection of fuel burning equipment and chimney (including air pollution control system) RM 1000/one time Disciplinary Action and Safety NCR
15 15.1 Security personnel appointed by Sub- Contractor (If Applicable) not wearing proper uniform attire RM 100/one time Disciplinary Action and Safety NCR
15.2 No security patrolling and clocking at the respective points RM 200/one time Disciplinary Action and Safety NCR

** **

THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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** **

SERVICE CONTRACT AGREEMENT

** **

BETWEEN

** **

KAINAN SDN BHD

** **

(776506-W)

** **

&

** **

**EZYTRONIC SDN BHD **

(796433-W)

GENERAL AGREEMENT ON SERVICES

THIS GENERAL AGREEMENT ON SERVICES (“this Agreement”) is made as of this 1st May 2022 (the “Effective Date”).

By and between –

KAINAN SDN BHD (776506-W), having its office at No 20- 2nd Floor, Jalan Setia Perdana BF U13/BF, Bandar Setia Alam, 40170 Shah Alam, Selangor (hereinafter referred to as “KSB”).

And

**EZYTRONIC SDN BHD (796433-W), **a company incorporated under the laws of Malaysia and having its business address at 45-1, Jalan USJ 21/10, USJ 21, 47640, Subang Jaya, Selangor Darul Ehsan (hereinafter referred to as “Service Provider”).

KSB and Service Provider are each referred to herein as a “Party” and together the “Parties”.

WHEREAS, KSB desires to engage Service Provider to provide workers to fulfill certain services as set out in Schedule 2;

WHEREAS, Service Provider desires to perform such services for KSB, all pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.0 SCOPE OF AGREEMENT

** **

1.1 This Agreement applies to Service Provider and/or its subordinates, affiliates performing services for KSB that references made to this Agreement. Service Provider may provide services, including consulting, professional, warehouse management, logistics process, raw material handler, work- for hire, contract manufacturing, or other services, for the benefit of KSB under the terms and conditions of this Agreement.
1.2 The Parties acknowledge that this Agreement shall not constitute a commitment to perform any particular services but rather a commitment to complete the overall Service as defined in Section 1.3 below. KSB shall only be committed to engage Service and Service Provider shall only be committed and authorized to perform Service only when both parties have signed the agreement. All persons engaged by Service Provider shall be under the exclusive responsibility of the Service Provider, and shall be appropriately licensed, skilled and experienced to carry out the assigned duties to fulfil the Service.

** **

1.3 Service Provider shall carry out the service set out in Schedule 2 (“Services”) in accordance with the following:
a. Service Provider shall ensure that all tasks assigned are carried out in accordance with the terms and conditions of this agreement in order to ensure the Schedule 2, and any other agreement between the parties, is fulfilled.
b. The Service Provider is responsible for providing its workers with the necessary information, training, or any other matters, in order to ensure that the Services are properly achieved and in accordance with KSB’s instructions and practices.
c. The Service Provider shall also ensure that its workers are provided with all necessary items to ensure working conditions in accordance with this Agreement.
d. The Services shall be performed solely at KSB’s premises, or at a location to be assigned by KSB.
1.4 (a) Service Provider shall, at its own expense, maintain valid insurance coverage as necessary or appropriate to this Agreement, including but not limited to, Worker’s Compensation, Employer’s Liability, Comprehensive Liability, and Accident. Upon KSB’s request, Service Provider shall provide certificates of insurance evidencing such coverage. Service Provider acknowledges and agrees that it may be required to effect additional insurance policies or additional coverage limits on existing policies with respect to a given services; provided that, for the avoidance of doubt, such insurance requirements are in addition to and not a replacement of the insurance requirements set forth in this Agreement.
(b) This is an agreement for services and not one for employment. As such, it is understood and agreed that Service Provider shall not receive from KSB any additional benefits including, but not limited to, medical/health insurance, other insurances, retirement or pension plans, and Worker’s Compensation. Service Provider shall not be entitled to any of the employment benefits provided to KSB. The fees (and reimbursements) to be paid under this Agreement are gross fees and KSB shall not be required to withhold or pay any federal, state or local income taxes, social security taxes, disability or unemployment insurance, or similar payroll taxes in connection such consultation fees (and reimbursements). Service Provider shall be responsible for any and all taxes incurred as a result of fees paid to Service Provider pursuant to this Agreement. Service Provider shall defend, indemnify and hold harmless KSB from and against any liabilities (including penalties and interest) as may be asserted in connection with any such federal, state or local income taxes, social security taxes, disability or unemployment insurance or similar payroll taxes. Service Provider agrees to take such steps as may be reasonably necessary or requested by KSB to prevent personal injury or property damage during any work under this Agreement that may be performed by Service Provider at KSB’s facilities.
1.5 (a) While performing Services under this Agreement, Service Provider shall comply with the rules, regulations, laws, by-laws and codes of Malaysia and the Business Social Compliance Initiative (BSCI) relating to the performance of the service, the employment and recruitment of the Operators, KSB Code of Business Conduct and Ethics.
(b) Service Provider may not disclose any confidential information about KSB, whether to investors, securities professionals, the media, or to any other person outside of this Agreement. Confidential information about KSB should not be shared with any person outside of KSB. It is the Service Provider’s responsibility to confirm with KSB, what information is publicly available and can be shared with individuals outside of each of KSB. The Service Provider shall ensure that its employees also abide by this obligation.
(c) In accordance with Section 4 below, communication of material, non-public information within KSB by the Service Provider or its foreign workers shall only be on a “need to know” basis. Communications with investors, securities professionals and the media can only be made by specifically designated representatives of KSB, as applicable. If there is an inadvertent disclosure of non-public information to someone outside of KSB, the Management of KSB shall be informed immediately. Service Provider may seek guidance from KSB, if it has any questions about any particular disclosure.
(d) Furthermore, Service Provider expressly agrees that, while performing services under this Agreement, they shall not (a) commit harassment in any form including, but not limited to, verbal, physical or sexual; (b) be under the influence of alcohol or drugs while on the KSB’s premises; and (c) commit any unlawful acts.
1.6 The Services shall not be deemed complete until accepted in writing by KSB. Service Provider shall take any and all necessary actions at its own costs to ensure that all the Services are completed and all portion of the services to conformance with the requirements of this Agreement. Payment by KSB for the services shall not be deemed to constitute acceptance of such services and shall not relieve Service Provider of its obligations specified in this Section 1.
1.7 KSB may enter into separate agreements in relation to the Services under this Agreement. Service Provider shall properly cooperate with any other contractors retained by KSB.
2.0 WARRANTIES

** **

2.1 Service Provider represents and warrants that: (a) it is duly incorporated and in good standing in its jurisdiction of incorporation, formation or organization; (b) it has full authority to enter into this Agreement; (c) this Agreement is a valid, legally binding and enforceable agreement; (d) there are no prior commitments or other obligations that prevent Service Provider from fully performing all its obligations under this Agreement; (e) the services to be provided shall be performed in a good and workmanlike manner consistent with prevailing industry standards by competent and qualified personnel; (f) Service Provider will not enter into any agreement or obligation that will conflict with Service Provider obligations under this Agreement; (g) Service Provider shall not give to or receive from KSB any commission, fee, rebate, kickback, gift or entertainment of value in connection with this Agreement, or entered into any other illegal or unethical business arrangement with KSB; and (h) Service Provider shall abide by the KSB’s Parent Company’s Code of Conduct enclosed here as Schedule [3].
3.0 PAYMENT TERMS; INVOICES

** **

3.1 All invoices submitted for payment must be approved by KSB, as defined in the Agreement on Services, prior to payment. Payment is due within Seven (07) days after the receipt of invoice or receipt of Services, whichever is later ("Payment Due Date") unless KSB disputes an invoice. Payment of an invoice shall be subject to: (a) receipt of appropriate back-up for the amounts claimed; and (b) adjustment for errors or other failure of Service Provider to meet the requirements of the applicable Scope of Work or this Agreement. Notwithstanding anything to the contrary in this Agreement, KSB shall not be liable to Service Provider for any services that Service Provider fails to provide. In no event shall KSB be held liable for services provided by Service Provider, or reimbursable expenses incurred by Service Provider, that are in excess of those described in the applicable Agreement on Services; Service Provider shall bear all risk if such contractual terms are exceeded.
3.2 KSB shall not be required to pay the disputed portion of any invoice pending resolution of that dispute. Invoices will be subject to adjustment by KSB for errors, shortages, and/or unsatisfactory services. KSB will promptly notify Service Provider of any portion of an invoice that KSB disputes and may request clarification and/or correction.
3.3 All references to amounts payable under this Agreement on Services shall be to the currency of the Ringgit Malaysia.
4.0 CONFIDENTIALITY

** **

4.1 During and after the term of this Agreement, Service Provider agrees that it shall not, use (except in its performance of services hereunder), divulge, disclose or communicate to any third party Confidential Information without the prior written consent of KSB. Service Provider may disclose Confidential Information to its representatives who need to know such Confidential Information to perform the services, provided that Service Provider shall ensure that its representatives who have access to the Confidential Information have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein, prior to any disclosure of the Confidential Information to such representatives. Service Provider will be liable for any breach of this Section by any of its representatives. Service Provider shall use at least the same degree of care, but no less than a reasonable level of care, and shall take at least those measures that it takes to protect its own most highly confidential information to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Service Provider shall not to, reverse engineer, disassemble or decompile any prototype, software program, process, product or other item that embodies the Confidential Information of KSB and is provided to Service Provider, unless in furtherance of services performed under a Specific Agreement on Services.
4.2 Service Provider may disclose portions of the Confidential Information of KSB (i) as may be required under state or federal law, or (ii) under valid subpoena, court order or by any rule or regulation of a court of competent jurisdiction. In the event applicable law requires or a valid subpoena, court order or any other rule or regulation of a court of competent jurisdiction compels Service Provider to disclose such Confidential Information of KSB, Service Provider, to the extent legally permitted, shall provide with prompt notice of any such requirement so that KSB, at its sole cost and expense, may seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information of KSB. If KSB does not obtain such a protective order or other reliable assurance that confidential treatment will be accorded to its Confidential Information, or if it does not waive compliance with the provisions of this Agreement, Service Provider will furnish, upon the advice of its counsel, only that portion of such Confidential Information of KSB which is legally required to be furnished.
4.3 All documents and other tangible objects containing or representing Confidential Information, and all copies thereof, together with any and all analyses or other documents prepared by Service Provider or any of its Representatives that contain or otherwise reflect any of the foregoing information, shall be and remain the sole property of KSB and Service Provider shall return to KSB, within ten (10) business days of receipt of a written request by KSB or upon the termination of this Agreement, whichever is earlier, all materials containing or reflecting any Confidential Information that are in the possession or control of Service Provider and its Representatives; provided, however, that Service Provider may, at its option, destroy any and all Confidential Information, and certify in writing to KSB that all such Confidential Information has been destroyed in lieu of returning the same to KSB. Electronic copies of or containing Confidential Information that are automatically generated through data backup and/or archiving systems and which are not readily accessible by Service Provider’s business personnel (the “electronic copies”), shall not be deemed to violate this Agreement, so long as such electronic copies are not disclosed or used in violation of the terms of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Service Provider’s legal counsel from retaining one (1) copy, including any electronic copy, of any of the Confidential Information as necessary to comply with regulatory record keeping requirements applicable to it or any internal record keeping policy or procedure to which it is subject. Such retained copy shall remain subject to the terms and conditions of this Agreement.
4.4 Each Party agrees and acknowledges that any violation or threatened violation of any of the terms of this Agreement will cause irreparable injury to KSB and no remedy at law will afford KSB adequate protection against or compensation for such injury. It is accordingly agreed that KSB shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case without the requirement of posting a bond or other security, this being in addition to any other remedy to which KSB is entitled at law or in equity. Service Provider hereby waives any claim or defense that there is an adequate remedy at law for any breach or threatened breach of this Agreement. Should legal action be required to enforce any provision of this Agreement and Service Provider is found to be in breach of this Agreement, Service Provider shall be responsible for reimbursing KSB for reasonable attorneys’ fees, court costs and expenses.
4.5 Service Provider shall not issue or authorize any press release, advertisement, or other public disclosure relating to this Agreement, without the prior written consent of KSB, except as may be required to perform under this Agreement or as may be required by applicable law, rule or regulation.
5.0 OWNERSHIP / RIGHTS IN DATA

** **

5.1 Service Provider agrees to promptly disclose, transfer and assign, and does hereby assign to its designee the entire right, title, and interest for the entire world in and to all designs, models, mask works, copyrights, drawings, notebooks, documents, photographs, inventions and discoveries made or conceived or reduced to practice by Service Provider solely, or jointly with others in the course of Services hereunder or with the use of materials, facilities, or information of KSB during the period of the Agreement, and to execute, at KSB’s expense, all documents as may be necessary to accomplish such transfer and assignments. The Parties acknowledge that any work which is the subject of a copyright is being created at the insistence of KSB and agree that the work is a “work made for hire” under the Employment Law, and that KSB shall have the unlimited right to supervise and control Service Provider’s work and to direct Service Provider as to all aspects of the creation of the work. KSB shall have the right to use the whole work, any part or parts thereof, or none of the work, as it sees fit. KSB may alter the work, add to it, combine it with any other work or works, or prepare derivative works at its sole discretion. Notwithstanding the foregoing, all original materials submitted by Service Provider as part of the work, or as part of the process of creating the work, including, but not limited to programs, listings, printouts, documentation, notes, flow charts, and programming aids shall be the property of KSB, whether or not KSB uses such material (together with any and all tangible forms of the work product and “work made for hire”, “Work Product”). No rights are reserved by Service Provider other than the right to retain copies of documents and drawings for its records. All Work Product, in whatever form and body, shall be turned over to KSB upon any of the following circumstances: (a) upon request; (b) upon the completion of the Services to be provided by Service Provider pursuant to this Agreement; or (c) upon the earlier termination of this Agreement. In the event of termination, all Work Product shall be turned over to KSB in a sufficiently complete form to permit immediate utilization by KSB personnel or other contractors in continuing to perform the services begun by Service Provider.

In the event that Service Provider recommends to KSB that KSB make use of devices and/or processes covered by patents and/or patent applications which Service Provider may own or control, Service Provider will then so inform KSB, and in the event that KSB shall follow Service Provider’s recommendation and Service Provider personally has the right to grant a license under such patent and/or patent applications, then Service Provider will grant to KSB a license on reasonable terms which are no less favourable than those granted by Service Provider to any other licensee.

6.0 INDEMNIFICATION

** **

6.1 To the fullest extent allowed by law, Service Provider will indemnify, defend and hold harmless KSB and its Representatives (“KSB Indemnitees”) for any loss, damage, expense, costs (including, but not limited to, fees for attorneys and other professionals) or liability to the extent arising (a) out of any occurrence, including, without limit, injury or death that is caused by Service Provider’s breach of this Agreement or negligent or intentional acts or omissions of Service Provider or its Representatives; (b) in connection with any third party claims arising from Service Provider’s or a Representatives’ performance under this Agreement or; (c) in connection with a claim relating to the services provided under this Agreement.
6.2 Service Provider shall indemnify and hold KSB harmless with respect to all costs, damages, and reasonable attorneys’ fees actually incurred by KSB resulting from any legal action, and shall defend any legal action brought against KSB to the extent that it is based upon a claim that the Service Provider’s Work Product or services furnished under this Agreement, or KSB’s use of such Work Product or services, infringe a patent, copyright, or intellectual or industrial property rights of any person, firm, or corporation not a Party to this Agreement. In the event that the Service Provider’s Work Product or services become the subject of a claim of infringement of a patent, copyright, or other intellectual or industrial property right of any person, firm, or corporation not a Party to this Agreement, Service Provider may, at its option, either secure KSB’s right to continue using such Work Product or Services or replace or modify such Work Product or Services so as to make it non-infringing without materially impairing the utility of Service Provider’s Work Product or service, in either case at no cost to KSB; if neither option is reasonably available to Service Provider, Service Provider shall refund in full to KSB all payments made by KSB resulting from performance under this Agreement. Should determine in its sole commercially reasonable judgment that the option selected by Service Provider is not practicable, viable and/or feasible, KSB may, at its option, elect either (a) that Service Provider remove the infringing Work Product, or (b) to continue to use the Work Product at KSB’s own risk.
6.3 KSB will: (a) promptly notify Service Provider in writing of the receipt of any liability or claim that is covered by the indemnification provided in this Section 6; (b) give Service Provider all reasonably requested information which KSB has concerning such liability or claim; (c) reasonably cooperate with and assist Service Provider, at Service Provider's expense, in the defense of such liability or claim; and (d) give Service Provider authority to control the defense and settlement of any such liability or claim, as set forth below. KSB 's failure to provide written notice of any such liability or claim shall not relieve Service Provider from any liability under Section 6, except to the extent Service Provider may have been substantially prejudiced by KSB 's failure to give notice. Service Provider will: (i) defend or settle, at its own expense, any such liability or claim; (ii) keep KSB advised of the status of any of its defense and/or negotiation efforts; and (iii) afford KSB reasonable opportunity to review and comment on significant actions planned to be taken by Service Provider on behalf of KSB. Service Provider shall not enter into any settlement that materially adversely affects KSB 's rights or interests, without KSB's prior written approval. KSB shall have no authority to settle any claim on behalf of Service Provider.
7.0 COMPLIANCE PROGRAM

** **

7.1 It is KSB’s policy to fully comply with all relevant economic sanctions and trade restrictions, including the United States and Malaysian Governments. Service Provider agrees to comply, in performing this Agreement, with all applicable laws. In addition, Service Provider shall comply with all laws and regulations applicable to the manufacture and sale of the Work Product and … reserves the right to reject any Work Product manufactured in violation of any such laws and/or regulations.
7.2 All technical data, services and materials, delivered by KSB to Service Provider, or by Service Provider to KSB, in connection with this Agreement are subject to the Malaysian export/import laws and may be subject to the trade laws of other countries. Service Provider agrees to comply with all such laws. Service Provider shall provide all information under its control which is necessary or useful for KSB to obtain any export or import licenses required for KSB to ship or receive Work Products.
7.3 Service Provider agrees that it shall comply with the FCPA and similar anti-corruption laws and will take no action that would cause either Party to be in violation of such laws. Service Provider agrees to immediately notify KSB of any request that such Party receives to take any action that might constitute, or be construed as, a violation of anti-corruption laws. Service Provider agrees that KSB is authorized to take all appropriate actions that KSB reasonably deems are necessary to avoid a violation of anticorruption laws. Service Provider agrees that it shall keep and maintain accurate books and records necessary to demonstrate compliance with the foregoing, and that KSB may review or audit such books and records of Service Provider. Service Provider also agrees to indemnify, defend and hold harmless the KSB’s Indemnitees as to any claim asserted against the KSB’s Indemnitees for any liability arising out of violations of anti-corruption laws as a result of any acts by Service Provider or its Representatives. In the event of any violation of this Section 7.3, KSB may immediately terminate this Agreement without liability to Service Provider in connection with such termination. Service Provider at the same time shall abide by the KSB’s Parent Company’s Code of Conduct enclosed here as Schedule *3+ and in event any provisions conflicting with each other than the stringent one will take precedence to the other.
7.4 Neither the Service Provider nor any of its Representatives shall give to, or receive from, KSB or its Representatives any commission, fee, rebate, or any gift or entertainment of value in connection with this Agreement, or enter into any other business arrangement with KSB or its Representatives without the prior consent of KSB. Service Provider shall (a) promptly notify KSB of any violation of this Section; and (b) repay or credit to KSB any consideration received as a result of such violation. In the event of any violation of this Section 7.4, KSB may immediately terminate this Agreement without liability to Service Provider in connection with such termination.
8.0 TERM; EVENTS OF DEFAULT; LIMITATION OF LIABILITY

** **

(1)       The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years ("Initial Term") from the Effective Date of this Agreement. The parties shall thereafter enter into a new agreement should they wish to maintain this relationship.

8.1 The occurrence of any of the following shall constitute an “Event of Default” by one Party (the “Defaulting Party”) under this Agreement: (a) if the representations and warranties of the Defaulting Party are materially incorrect or inaccurate, and the Defaulting Party fails to remedy such misstatements or inaccuracies within ten (10) days of delivery of notice of such misstatements or inaccuracies by the other Party (the “Non-Defaulting Party”); (b) if the Defaulting Party fails to comply with the terms of this Agreement, and such failure is not cured within thirty (30) days of delivery of notice of such failure by the Non-Defaulting Party; (c) there is any action taken or presentation of bankruptcy or winding-up petition or resolution passed against the Defaulting Party which may lead to the bankruptcy, winding-up, liquidation, dissolution of the Defaulting Party under the Malaysian Bankruptcy Act, 1967 or the Malaysian Companies Act, 1965 and regulations thereunder where relevant, or other similar laws or regulations in any jurisdiction, and such petition is not withdrawn, dismissed or stayed by an order of the court within a period of thirty (30) days; or (d) if the Defaulting Party commits negligence, demonstrates incompetence in the performance of services under a Specific Agreement of Services, or fails to meet performance standards in connection with the performance of Services under this Agreement.
8.2 Upon an Event of Default by the Defaulting Party, the Non-Defaulting Party may immediately terminate this Agreement by sending notice of its intent to the Defaulting Party. Upon termination of this Agreement and in addition to Section 8.5, but subject to Section 8.7, the Non-Defaulting Party shall be entitled to receive from the Defaulting Party payment for all actual damages incurred.
8.3 Either Party may terminate this Agreement on Services without cause by delivering 30 days’ advance written notice from the date of termination. Upon termination of this Agreement, all outstanding amounts owed by one Party to the other shall accelerate and become due and payable less any amounts reasonably withheld by KSB with respect to defective services for which Service Provider has had a reasonable opportunity to cure, and the Parties may set-off and net such obligations; provided, however, that outstanding transactions under Agreement on Services shall survive termination of the Agreement unless separately terminated.
8.4 (a) KSB shall be liable only for payment in accordance with the provisions of this Agreement for services performed prior to the effective date of termination; provided, however, that outstanding transactions under Agreement on Services which are not terminated shall survive termination until completed. Upon the effective date of termination, all outstanding amounts owed by one Party to the other shall accelerate and become due and payable (less any amounts reasonably withheld by KSB with respect to defective services for which Service Provider has had a reasonable opportunity to cure) upon the effective date of termination, and the Parties may set-off and net such obligations. In the event Service Provider terminates this Agreement, KSB may, at its sole discretion, require continued Services under a current Agreement on Services until such time as a suitable transition plan can be developed and initiated.
(b) Immediately upon termination of this Agreement on Services, Service Provider shall deliver to KSB (a) all Work Product and instruments of service created by Service Provider in the performance of the services hereunder up to the date of termination; and (b) all KSB supplied documents.
8.5 Neither Party shall be deemed to have failed to fulfill an obligation under this Agreement if the delay or failure is the result of a Force Majeure. To the extent reasonably practicable, within forty- eight (48) hours of commencement of a Force Majeure, the non-performing Party shall provide the other Party with oral notice of the Force Majeure, and within two (2) weeks of the commencement of a Force Majeure the non-performing Party shall provide the other Party with notice in the form of a letter describing in detail the particulars of the occurrence giving rise to the Force Majeure claim. The suspension of performance due to a claim of Force Majeure must be of no greater scope and of no longer duration than is required by the Force Majeure. The non-performing Party shall use reasonable efforts to overcome or mitigate the Force Majeure.
8.6 KSB shall not be liable for any indirect, punitive, special, incidental, or consequential damages in connection with or arising out of this Agreement (including without limitation, loss of business, revenue, profits, goodwill, use, data, or other economic advantage), however they arise, whether in breach of contract, breach of warranty or in tort, including negligence, even if that Party has previously been advised of the possibility of such damages. Liability for damages will be limited and excluded under this Section 8.7 even if any exclusive remedy provided for fails of its essential purpose.
9.0 MISCELLANEOUS

** **

9.1 This Agreement, including all exhibits and schedules, contains the complete and entire agreement among the Parties as to the subject matter hereof and replaces and supersedes any prior or contemporaneous communications, representations or agreements, whether oral or written, with respect to the subject matter of this Agreement. Capitalized terms shall have the meaning ascribed to them in Schedule 1 to this Agreement.
9.2 The Parties hereby acknowledge and agree that they have mutually required that this Agreement and all documentation, notices, judicial proceedings, and dispute resolution and arbitration entered into, given, instituted pursuant to, or relating to, this Agreement be drawn up in the English language. Any translations of this Agreement or its attachments that are provided are done solely for the convenience of Service Provider and, in all cases, the English language version of such documents shall govern.
9.3 This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts and delivered by facsimile, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
9.4 If one or more of the provisions of this Agreement shall be found, by a court with proper jurisdiction, to be illegal, invalid or unenforceable, it shall not affect the legality, validity or enforceability of any of the remaining provisions of this Agreement. The Parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision that achieves to the greatest extent possible the economic objectives of the illegal, invalid or unenforceable provision.
9.5 This Agreement may not be amended other than pursuant to other written instrument executed by each Party. This Agreement shall not be modified, supplemented, qualified or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. Terms on either Party’s standard forms will not modify or override the terms of this Agreement. The failure to refer to this Agreement in related invoices, and quotations exchanged by the Parties will not per se affect the governance of this Agreement.
9.6 Sections 1.6, 2.0, 4.0 and 9 shall survive any termination or expiration of this Agreement.
9.7 Either Party’s failure to exercise a right or remedy, or such Party’s acceptance of a partial or delinquent payment, shall not operate as a waiver of any of such Party’s rights or the other Party’s obligations under this Agreement and shall not constitute a waiver of such Party’s right to declare an immediate or a subsequent breach.
9.8 Except as provided herein, neither Party shall assign this Agreement without the prior written consent of the other Party nor shall any purported assignment without such consent be deemed null and void. Notwithstanding the foregoing, KSB shall be permitted to assign this Agreement without Service Provider’s consent to any of KSB’s Affiliates. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective permitted successors and assigns.
9.9 This Agreement is made and entered into for the sole protection and benefit of the Parties hereto and their respective permitted successors and assigns, and no other person or entity shall be a third-party beneficiary of, or have any direct or indirect cause of action or claim in connection with this Agreement.
9.10 The Parties are, and intend to be, independent contractors with respect to the Services described in this Agreement. Neither Party shall act as an agent of the other, nor shall it be entitled to enter into any agreements or incur any obligations on behalf of the other Party. No form of joint employer, joint venture, partnership, or similar relationship between the Parties is intended to be created by this Agreement.
9.11 All notices, requests and demands which either Party is required or may desire to give to the other Party under this Agreement must be in writing and delivered to such Party at the applicable address or fax number listed below. Either Party may designate by written notice to the other Party any other address, telephone number or fax number during the term of this Agreement. Each notice, request and demand sent under this Section shall be deemed delivered or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail or delivery service, upon the earlier of the date of receipt or five (5) business days after deposit in the mail with first class postage prepaid; and (c) if sent by telecopy or facsimile, upon;

If to KSB –

**KAINAN SDN BHD (776506-K) **

No 20- 2nd Floor, Jalan Setia Perdana BF U13/BF,

Bandar Setia Alam,

40170 Shah Alam, Selangor

If to Service Provider –

**EZYTRONIC SDN BHD (796433-W), **

45-1, Jalan USJ 21/10,

USJ 21, 47640, Subang Jaya,

Selangor Darul Ehsan

9.12 In the event of the institution of legal proceedings by either Party to enforce any and all terms of this Agreement, the prevailing Party shall be entitled to recover the reasonable expenses associated therewith, including but not limited to costs and reasonable legal fees and expenses. This Agreement is governed and interpreted in accordance with the substantive laws of Malaysia. Any dispute arising in connection with this Agreement and which cannot be settled on an amicable basis shall be submitted to the relevant courts of Malaysia.

IN WITNESS WHEREOF, the duly authorized representatives of the respective Parties hereto agree to this Agreement as signified by the signatures affixed below.

**KAINAN SDN BHD (776506-K) **

** **

Witnessed By
Signature )
)
)
) /s/ Whitney Tan Ann Nee

Name Whitney Tan Ann Nee

Designation: Director

Date:

NRIC: 791114-08-5780

EZYTRONIC SDN BHD 200701038403 (796433-W) Witnessed By

** **

Signature )
)
)
) /s/ Ooi Jau Long

Name Ooi Jau Long

Designation: Director

Date :

NRIC:820306-08-5946

Schedule 1 – Definitions

** **

Definitions. The following defined terms shall have the meanings set forth below.

“Affiliate” when used with reference to a Party hereto, means another person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Party.

“Agreement” shall mean this General Agreement on Services. “KSB” shall have the meaning set forth in the Preambles. “Indemnitees” shall have the meaning set forth in Section 6.1.

“Confidential Information” means this terms of this Agreement and any information (i) disclosed (whether prior to the Effective Date, on the Effective Date or after the Effective Date) by … and/or its Representatives to the other Party and/or its Representatives, either directly or indirectly, in writing, orally or by drawings or observation of tangible objects such as documents, prototypes, samples, products and facilities, including, but not limited to, trade secrets, know-how and other intellectual property or information relating to …’s business, operations, products, technology, together with (ii) any and all analyses or other documents prepared by either Party or any of their Representatives that contain or otherwise reflect any of the foregoing information, which Service Provider should reasonably understand is confidential, and (iii) any Work Product. Confidential Information shall not, however, include any information that Service Provider can demonstrate by documents, records or other evidence that (i) was made generally available in the public domain prior to the time of disclosure by … or its Representatives or after the time of disclosure by … or its Representatives through no action or inaction of Service Provider or its Representatives, (ii) was already in the possession of Service Provider or its Representatives at the time of disclosure by … or its Representatives, (iii) was obtained by Service Provider or its Representatives from a third party without a breach of such third party’s or Service Provider’s obligations of confidentiality, or (iv) was independently developed by Service Provider without use of or reference to …’s Confidential Information.

“Defaulting Party” shall have the meaning set forth in Section 8.2.

“Effective Date” shall have the meaning set forth in the first paragraph of this Agreement.

“Event of Default” shall have the meaning set forth in Section 8.2.

“Force Majeure” shall mean any event or circumstance which wholly or partly prevents or delays the performance of any material obligation arising under this Agreement, but only if and to the extent (i) such event is not within the reasonable control, directly or indirectly, of the Party seeking to have its performance obligation(s) excused thereby, (ii) the Party seeking to have its performance obligation(s) excused thereby has taken all reasonable precautions and measures in order to prevent or avoid such event or mitigate the effect of such event on such Party’s ability to perform its obligations under this Agreement and which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by the exercise of due diligence it has been unable to overcome, and (iii) such event is not the direct or indirect result of the negligence or the failure of, or caused by, the Party seeking to have its performance obligations excused thereby. Events that could qualify as Force Majeure include, but are not limited to, the following: (1) unusual flooding, lightning, landslide, earthquake, fire, drought, explosion, epidemic, quarantine, storm, hurricane, tornado, other natural disaster or unusual or extreme adverse weather-related events; (2) war (declared or undeclared), riot or similar civil disturbance, acts of the public enemy (including acts of terrorism), sabotage, blockage, insurrection, revolution, expropriation or confiscation; and (3) any change in law after the Effective Date that renders a Party unable to perform its obligations under this Agreement without being in violation of such law; provided, however, notwithstanding the foregoing, the following events shall not constitute a Force Majeure for purposes of this Agreement: (A) A Party’s failure to apply in a timely and complete manner for any necessary or required permits or approvals of any type; (B) a strike, work stoppage or labour dispute limited only to a Party or any other third party employed or contracting with such Party; or (C) any equipment failure except if such equipment failure is caused solely by an event of Force Majeure of the specific type described in clauses (1) through (3) above.

“Initial Term” shall have the meanings set forth in Section 8.1.

“Non-Defaulting Party” shall have the meaning set forth in Section 8.2.

“Representatives” include a Party’s Affiliates, as well as a Party’s and its Affiliates’ directors, officers, employees, subcontractors, vendors, assignees, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors or lending institutions).

Schedule -2

** **

Service Scope Examination Packing, Material Cleaning & Production Operator at KSB factory
Service Payment Rate 5 % of operation calendar days/month x no. of workers

MAN POWER SERVICES AGREEMENT FOR THE SUPPLY AND

MANAGEMENT OF FOREIGN GENERAL WORKERS

** **

BETWEEN

** **

**Pro Adjustment Management SB **

(Company No. 002128863-A),

(the "Company")

** **

AND

** **

KAINAN SDN BHD

(Company No. 776506-W)

(the "Agent")

** **

** **

MANPOWER SERVICES AGREEMENT

This Manpower Services Agreement ("Agreement") is made and entered into the 19th day of July 2024

Between

Pro Adjustment Management Sdn Bhd (Company No. 002128863-A), a company duly incorporated and existing under the laws of Malaysia and having its registered office at No.10-16 Wisma Zelan, Jalan Tasek Permaisuri 2, Bandar Tun Razak, Kuala Lumpur 56000 Malaysia. (the “Company”) of the one part;

And

KAINAN SDN BHD (Company No. 776506-W), a company duly incorporated and existing under the laws of Malaysia and having its business office at 20-2'' Floor Jalan Setia Perdana BF U13/BF, Bandar Setia Alam, Seksyen u13, 40170 Shah Alam, Selangor (the "Agent") of the other part.

The Company and the Agent shall hereinafter be referred to severally as a "Party' and jointly as the "Parties".

WHEREAS

A. The Company has been awarded the contract for ' SUB-CONTRACT FOR CIVIL AND STRUCTURAL WORKS AND INFRASTRUCTURE AND EXTERNAL WORKS SECTION 4 (the "Project").
B. The Company requires the service of an Agent for an effective provision of foreign man power supply for the Project.
C. The Agent represents itself as an expert in the area of provision of general workers, fully conversant with laws of Malaysia related to the foreign general workers as referred to within this agreement and has the requisite skills and experience in the said field.
D. The Agent desires to provide to the Company and the Company desires to obtain from the Agent, the services described in Clause 3 of this Agreement on the terms and conditions set forth in this Agreement.

IT IS HEREBY AGREED as follows: -

1. AGREEMENT

The Company hereby appoints the Agent to supply and manage the foreign general workers and semi skill workers from Bangladesh (the "General Workers") for the consideration and on the terms and conditions herein.

2. GENERAL

The number of General Workers to be deployed to the Project sites (the "Sites") will be purely on need basis. For clarity, the number of the General Workers may increase or decrease as per the Company's requirement from time to time. The Company will be under no obligation to engage any specific number of General Workers during the period of the Project.

3. THE AGENT'S SERVICES

The Agent shall manage the General Workers. For clarity, the Services are as described in the matrix of responsibilities attached as Appendix A (the "Matrix of Responsibilities") to this Agreement.

4. INDEMNIFICATION

The Agent shall keep the Company, its officers, servants and permitted assigns fully indemnified from and against all and every liabilities, proceedings, claims, demands, losses, damages, costs and expenses whatsoever incurred or sustained by the Company arising from the recruitment of the General Worker and/or any omission, negligence, default or breach by the Agent including its employee, servants, agents or representative, contractor and/or subcontractors in performing its covenants, duties and obligations or provisions of the Services including but not limited to damages towards adjacent land, buildings, public utilities, moveable properties, fixtures and fittings and/or any personal injury. The Company shall, without prejudice to any other rights that it may have in this regard, be entitled to recover any such claims, demands, losses, injury and /or expenses which it may suffer or incur from the Agent.

5. COMMENCEMENT AND TERMINATION OF AGREEMENT

(i) The Agreement shall come into effect on the date of the appointment of the Agent through the Company's letter referenced dated 19 July 2024 attached as Appendix D to this Agreement (the "Letter of Appointment") for a period of twenty four (24) months commencing from 19th July 2026 (the "Services Period") unless terminated by either Party in accordance with the provisions of the Agreement.
(ii) The Company shall give the Agent one (1) week notice of the time and the number of General Workers is required on the Sites. The Company shall give the Agent two (2) weeks' notice if the General Workers deployed to respective Sites are no longer required (the "Call-off Notice").

For clarity the Agent is responsible to remove the General Workers from the Sites and vacate their accommodation at the Centre Labour Quarters (HOSTEL) and to ensure the General Workers return all induction cards, PPE, access cards and the like no later than one (1) day after the end of their assignment. The Agent shall be responsible for any direct or indirect consequences arising from its failure to ensure that the General Workers leave the Sites and their accommodation at the required time.

6. REMUNERATION

In consideration of the performance of the Services, the General Workers shall be paid based on the unit rates as set out in Appendix B of this Agreement. The unit rates are fixed and not subject to change during the duration of this Agreement.

The unit rates in Appendix B are deemed to include all necessary Tax, levy, visa, permit, insurance, license and induction required under the law of Malaysia which will be paid by the Agent.

The Agent shall provide General Workers to work on the days and at the times requested by the Company including Sundays and gazetted public holidays as stated in Appendix C. Overtime, Public Holiday or off day working instructed by the Company will be paid at the hourly rate as specified in Appendix B.

7. TERMS OF PAYMENT

The Agent shall provide daily records of the number and categories of General Workers on Sites. The previous day's record shall be provided to the Company's nominated representative for signature as a true record by 10.00 am.

Payable "clock-in and clock-out time" shall commence and end at the Sites.

On every 10th of each calendar month the Agent shall send to the Company their invoice in compliance with the unit rates set out in Appendix B of this Agreement and supported by manpower records jointly acknowledged by the Company and his authorised personnel on Sites.

Within Sixty (60) working days of receipt of the Agent's final invoice, the Company will certify the amount due to the Agent in accordance with this Agreement. The Company will make payment of the certified amount due to the Agent by Telegraphic Transfer or any other intended mode within Sixty (60) working days of certification.

For any claim submission submitted after the date specified thereof, the Company is not obligated to pay within the ninety (90) working days certification and payment period.

The Agent shall keep proper wage books showing the amount of wages paid and hours worked for each of the General Workers and shall make the same available for inspection by the Company as and when requested to do so.

The Agent must furnish the Company the monthly payment receipt and/or record of payment paid to the General Workers as and when requested to do so.

8. CENTRALISED LABOUR QUARTERS (HOSTEL)

The Company will provide accommodation and facilities for the General Workers in its Central Labour Quarters. The Agent and the company shall be responsible for providing any and all other facilities deemed necessary as specified in the Matrix of Responsibility.

The Agent shall ensure that the General Worker comply with all HOSTEL rules, policies and regulations and will be liable for any loss or damage caused to the HOSTEL through the act or omissions of the General Workers.

9. THE AGENT'S OBLIGATIONS

(I) The Agent shall comply with the requirements of the Employment Act 1955, the Employment (Restriction) Act 1968, the Employees Provident Fund Act 1991, the Industrial Relations Act 1967 and any other law relating to the employment of general worker.
(iii) The nationality of General Workers supplied by the Agent shall be Bangladeshi and workmen age must be within 28 - 38 years old.
(iv) The General Workers supplied by the Agent shall all be in accordance to the Law of Malaysia, having a proper work permit and a CIDB Green Card.
(v) The General Worker must be of good behavior, while the Company shall be authorized to remove the General Workers who are absent from work, misbehave or does not comply with the house rules from the Sites and/or from the Hostel within 24 hours of notification.
(vi) The Agent shall provide the necessary replacement for the General Workers so removed within 24 hours if requested so by the Company.
(vii) Selection of candidates

The Agent will provide potential candidates for selection by the Company, and upon selection satisfaction, the general workers will only be deployed.

(viii) Submission of Workers Particulars

The Agent shall furnish all particulars of the all General Workers supplied to the Company, the list of General Workers, a copy of the work permit, a copy of General Worker's passport, insurance and when mobilizing the General Workers to the Sites and any other documents deemed necessary and requested by Company.

All submissions of document to the Company must be addressed to the following Company's Person-In Charge:-

1. Ong Poh Lai

Human Resource Manager,

Human Resources & Administration Department

** **

(ix) Insurances

The Agent shall take note that the following Project Insurance is in place:

a. Contractors All Risk (CAR); and

b. Third Party Liability (TPL) with indemnity limit of RM 300,000,000 (Ringgit Malaysian Three Hundred Million) per one event unlimited during the period of insurance; and Workmen's Compensation (WC)

The Agent shall be responsible for provision of insurance required by the Malaysian law and not covered by the Project Insurance including but not limited to Public Liability, Foreign Workers' Compensation and Foreign Workers Hospitalization and Surgical Scheme.

The Agent shall within fourteen (14) days after the issuance of this Agreement and as a condition precedent to the commencement of the Services effect and thereafter maintain at its own cost the relevant insurances to insure against any liability that may arise out of fulfillment of its obligation under this Agreement.

(x) Safety and Health Requirement

The Agent shall ensure that the General Workers comply with the Company's Safety, Health and Environment Policy and follow any instruction given by the Company or its appointed representative.

The Agent shall be responsible at all times for the health and welfare of its General Workers. The Agent shall ensure that its General Workers receive any necessary medical treatment and, where it is considered necessary by the Company.

(xi) Deceased

In the event of any General Worker's death in the course of his/her employment, the Agent shall be responsible to arrange for the body of deceased to be repatriated to his/her next of kin in Bangladesh and necessary repatriation expenses shall be borne by the Agent.

10. PERSONAL PROTECTIVE EQUIPMENT (PPE)

The Company shall at its own expenses provide basic Personal Protective Equipment (PPE) to the General Workers.

Each of the General Workers will be provided with one (1) set of PPE by the Company. All PPE shall be returned at the end of this Agreement or upon removal from the Sites. However, in the event the PPE is not returned, the said cost will be recovered from the Agent. The Agent shall be liable to ensure the PPE of said General Workers are returned in good condition.

Notwithstanding the above, normal wear and tear of PPE will be exempted from the reimbursement charges.

11. TERMINATION

The Company may terminate this Agreement without having to give any reasons for the termination by giving the Agent seven (7) day written notice.

12. COMPLAINTS/INQUIRIES

All complaints/inquiries regarding the Services to be provided by the Agent hereunder shall be made directly to the Management of the Agent or Operations Supervisor and not to any staff.

13. VARIATIONS

The Clauses of this Agreement may be varied by agreement between the Parties. Any such variation shall be recorded in writing and signed by both Parties.

14. FORCE MAJEURE

The Agent shall not be liable for any delay in performing or failure to perform any obligations hereunder if such delays or failure is caused by strikes, lockout, flood, fire, war or riot or any other circumstances beyond the control of either Party.

15. ASSIGNMENT

Neither Party to this Agreement may assign this Agreement or any part thereof without prior written consent of the other Party.

16. SETTLEMENT OF DISPUTES

It is mutually agreed between the Parties that all disputes arising out of/or relating to this Agreement shall first be amicably resolved through joint discussion of the Management of the Parties. If the disagreement continues to exist, the Parties will request the immediate intervention of a mediator whose name shall be approved by the Parties. Should the Parties not reach an agreement, the mediator shall make a recommendation to the Parties on the same day of the meeting. Where applicable, the costs related to the mediation shall be equally shared by the Parties.

Any dispute between the Company and amicable negotiation shall be dealt within International Arbitration Centre (AIAC).

the Agent which cannot be resolved by in accordance with the rules of the Asian

17. GOVERNING LAW

This Agreement shall be governed by Malaysian Law.

18. NOTICE

Any notice or demand required or permitted to be given hereunder shall be given in writing and shall be deemed sufficiently given when delivered personally to the Party to whom it is directed or sent by facsimile or by registered mail at the address set forth on the first page hereof. Any notice or demand given by personal delivery shall be deemed to have been received on the date of delivery, and any notice or demand send by facsimile, the first business day after transmission and in case of registered mail, on the third business day after which is mailed.

19. SEVERALIBILITY

If any provision or provisions as set out herein are invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the remaining provisions. An invalid or unenforceable provision shall be construed, interpreted or amended in such a way that its intended purpose, in so far as it is legally permissible, can be achieved.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the Parties and supersedes all previous negotiations, agreements or commitment, oral or in writing, with respect to the subject matter hereof. This Agreement shall not be amended except by an instrument in writing executed by both Parties.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. This Agreement shall be binding upon the successors-in-title and assigns of both Parties herein.
2. In consideration of the payment to be made by the Company as mentioned, the Agent hereby covenants with the Company to execute and complete the Services in conformity in all respects with the provisions of the Agreement.
3. In consideration of the execution and completion of the Services by the Agent in conformity in all respects with the provisions of the Agreement the Company hereby covenants to pay to the Agent at the times and in the manner prescribe by the Agreement.

(the rest of the page is intentionally left blank)

IN WITNESS WHEREOF the Parties have hereunto executed this Agreement on the date and year first written above.

SIGNED by )
for and on behalf of the Company )

** **

Pro Adjustment Management Sdn Bhd )
(COMPANY NO. (002128863-A) ) /s/ Har Chew Kew
Name: Har Chew Kew
Designation: Director
Nric No:630101-08-5207

In the present of:

SIGNED by )
For and on behalf of the Agents )

** **

KAINAN SDN BHD )
(COMPANY NO. 776506-W) )
/s/ Whitney Tan Ann Nee
Name: Whitney Tan Ann Nee
Designation: Director
Nric No: 791114-08-5780

In the present of:

APPENDIX A

Matrix of Responsibility

** **

No. Description **Duties **
1 Medical examination and certificate
a) In employees home country Agent
b) In Malaysia Agent
2 Passport Agent
3 Vaccination
a) In employees home country Agent
b) In Malaysia Agent
4 Visa, work permit, valid CIDB green card and trade certificate Agent
5 Curriculum vitae and certificate of graduation (if any) for general workers Agent
6 Air ticket (for working, home leave, compassionate leave) Agent
7 Individual's baggage excess fare Agent
8 The tax imposed on an individual's baggage Agent
9 Hostel Company
a)  Room (bed & mattress)
b) Facilities (shower, toilet, kitchen and canteen,)
c) Furniture (cabinet)
d) Electricity & water consumption for Central Labour Quarters
10 One Meal for those working under tunnel only Company
11 Personal Protection Equipment (PPE) including safety helmet, vest & 1 pair of safety boots Company
12 Hand tools and working equipment Company
13 Transportation from accommodation to site and back Company
14 Safety induction and in-house training Company

** **

APPENDIX B

(1) The rates for the supply of workmen shall be in man-hours;
(2) Working time will be determined according to site arrangement, irrespective whether working on a day shift or night shift, the initial 8 working hours will be calculated as normal working hours and the subsequent hours will be calculated as Overtime and normal Working Day means Monday to Saturday.
(3) The Employer will not guarantee overtime works for workmen on a daily basis; and
(4) Overtime on normal working day, rest day and Gazetted Public Holiday will be paid as below:-

Formula for overtime, rest day and Gazetted Public Holiday

Rate = Normal Working day (Man-Day) X   Factor
(round to 2 decimal) 12 Hours

General Workers

S No Description Factor Unit Rate (RM)
1 Normal Working Hour (12Hrs) X1 Man-Hour 114.00
2 Overtime X1.5 Man-Hour 14.25
3 Sunday / Rest Day X2 Man-Hour 14.25
4 Gazetted Public Holiday X3 Man-Hour 14.25

APPENDIX C

The Gazetted Public Holiday

** **

1.       New Year Day

2.       Federal Territory Day

3.        Chinese New Year - Day I

4.        Chinese New Year - Day 2

5.        Labour Day

6.        Birthday of Agong

7.        Hari Raya Aidilfitri - Day 1

8.        Hari Raya Aidilfitri - Day 2

9.        National Day

10.        Malaysia Day

11.        Deepavali

12.        Christmas Day

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