EXHIBIT 10.11

Exhibit 10.11

	HONG LEONG BANK BERHAD

PRIVATE & CONFIDENTIAL

KAINAN SDN BHD (“The Borrower”)

(Company No. 776506-W)

No. 20-2F, Jalan Setia Perdana

BF U13/BF Seksyen U13

40170 Shah Alam, Selangor

Dear Sir/Madam,

APPLICATION FOR BANKING FACILITIES

We are pleased to advise that the Bank has approved your application for the banking facilities set out below subject to the following terms and conditions :-

Hong Leong Bank Berhad

No. 19, Jalan Setia Prima RU 13/R

Setia Alam, 40170 Shah Alam, Selangor

As part of Hong Leong Bank’s support for environmental sustainability, this document is printed on 100% receded paper

**(I) *Fixed Term Loan (“Fixed ***TL”)

Purpose

To part finance the purchase one (1) unit of three storey semi-detached industrial factory (with Mezzanine Floor) held under H.S.(D) 296612, PT 5904, Pekan Puchong Perdana, Daerah Petaling, Negeri Selangor.

Interest Rate

ECOF plus **1.50% p.a. **on monthly rests. The ECOF rate is based on the contracted period of one (1) month.

ECOF is defined as the cost to the Bank of funding the Facilities from whatever sources it may select at its absolute discretion plus the cost of maintaining the statutory reserves, liquidity requirements, administrative and credit costs and other related costs of the Bank as stipulated by the Bank from time to time.

Minimum Prescribed Rate

The minimum Prescribed Rate applicable to the Fixed TL Facility shall not be less than 1.70% p.a. calculated on monthly rest or such other minimum rate as may be prescribed by the Bank from time to time.

Commitment Fee

Commitment fees of 1% p.a. shall be levied on the undrawn portion of the facility from date of availability of the facility if the facility is not drawn in accordance with the drawdown schedule. In the event where there is no predetermined schedule of drawdown, commitment fee shall be chargeable on the undrawn portion of the Fixed Term Loan.

Drawdown

Upon fulfillment of all conditions precedent

Availability Period

**Three (3) months **from date of this Letter of Offer failing which the undrawn portion of the facility shall be deemed cancelled and withdrawn.

Repayment

To be repaid over a period of **twenty (20) years **by **two hundred forty (240) instalments **of **RM23,959 each for 239 months and final instalments of RM23,799-00 **comprising of principal only to commence on the first day of the month following the full release of the facility or the expiry of the initial Availability Period (notwithstanding further extensions granted) whichever is the earlier.

Interest is to be serviced monthly to commence on the first day of the month following the first release of the facility.

Where full release of the facility is made on or after the 25th day of the month, the first payment will be due on the first day of the second month following the date of full release or the expiry of the initial Availability Period, whichever is earlier or at such other time as may be stipulated by the Bank, and subsequent payments are to be paid at regular successive stipulated intervals with a final payment of such amount as will be sufficient to settle in full the total outstanding due under the Fixed Term Loan.

Notwithstanding anything herein, the Bank reserves the right to request for commencement of instalments at such other time or repayment via such other amounts or in such other manner as may be stipulated by the Bank and to request for full repayment on demand at the Bank’s sole discretion.

Late Payment

If the Borrower is late in the payment of any monies whether principal or interest or any sum whatsoever payable to the Bank on the relevant due date, the Bank shall at its discretion be entitled to vary the prescribed rate on the outstanding balance, and such rate will remain unchanged, regardless of future loan repayment behaviour.

Prepayment

Full and partial prepayment are subject to three (3) months written notice. In lieu of this, three (3) months interest at prescribed rate will be charged on any amount prepaid. In the case of partial prepayments, any amount prepaid shall be applied towards the repayment schedule in the inverse order of maturity. Any amount prepaid shall not be available for redrawing.

Notwithstanding the above, the Bank may in its absolute discretion impose a prepayment fee of 1% or such other rate as the Bank may prescribe on the amount to be prepaid.

Prepayments received by the Bank without written notice shall be treated as advance payment and no part of the advance payment received shall be applied towards the repayment of principal outstanding until all interest due or deemed to be due has been paid. No interest shall be paid by the Bank for any advance payment received.

Prepayment will only be permitted when the Facility(ies) have been released in full.

Early Redemption or Settlement of Fixed Term Loan

Purpose

For working capital

Interest Rate

BLR plus 1.50% p.a. on daily rests.

Minimum Prescribed Rate

The minimum Prescribed Rate applicable to the OD Facility shall not be less than 1.70% p.a. calculated on daily rest or such other minimum rate as may be prescribed by the Bank from time to time.

Overdraft Excess Interest

Interest on Overdraft Excess (“OD Excess Interest”) will be 4.00% per annum above BLR as may be determined by the Bank shall be levied on all amounts drawn in excess of the approved overdraft limit.

Commitment Fee

Under the rules of Association Bank Malaysia (“ABM”), a commitment fee of 1.00% p.a. shall be levied on the daily unutilised portion of the overdraft authorised limit when the facility is available for drawdown.

Tenure

The OD facility is subject to periodic review and repayable on demand.

Purpose

To finance operational expenses such as wages for foreign labours, rentals of hostel and other expenses related to the Borrower’s business

Interest Rate

Invoice Financing Cost of Fund (“IVF COF”) plus 1.25% p.a. or such other rate / minimum amount as may be decided by the Bank to be charged upfront from the date of financing until the maturity date.

Minimum Prescribed Rate

The minimum Prescribed Rate applicable to the IVF Facility shall not be less than **1.70% **p.a. or such other minimum rate as may be prescribed by the Bank from time to time.

Tenure

Up to 90 days.

Other Conditions

The Borrower is required to submit a list of its suppliers to the Bank for approval. The approved suppliers’ list may be reviewed by the Bank and is subject to change from time to time.

Purpose

To issue Tender/Performance guarantee in favour of Immigration Department, Customs and other Government / Semi Government Bodies, Utility Corporate and Private Corporations acceptable to the Bank.

Commission

1.50% per annum or such other rate/minimum amount as may be decided by the Bank for the duration of the guarantee.

Tenure

For a period not exceeding **one (1) year **or any other extended period as agreed by the Bank.

The Bank’s BLR as at the date of this Letter is **5.64% **p.a. and may be subject to change from time to time and/or at any time with prior notice to you.

Notwithstanding the interest/commission/discount rates provided above (“Prescribed Rate”), the Bank shall be entitled at its absolute discretion by serving a notice to the Borrower, which notice may be incorporated into the Bank’s statements forwarded to the Borrower periodically (if any) to:-

HLB/BCB-Non-SME LO(6) - Oct’20

** Note: “Reference Rate” means the reference rate per annum from time to time stipulated by the Bank as its lending rate for credit/ financing facilities, including but not limited to Base Lending Rate (“BLR”), Base Rate (“BR”), Effective Cost of Funds (“ECOF”), Fixed Deposit Rate (“FDR”) or Kuala Lumpur Interbank Offered Rate (“KLIBOR”) as the case may be or such other rate by whatever name called as quoted by the Bank wherever applicable from time to time. The ECOF is defined as the cost to the Bank of funding the Facilities from whatever sources it may select at its absolute discretion plus the cost of maintaining its statutory reserves, liquidity requirements, administrative and other related costs of the Bank as stipulated by the Bank from time to time.

Where applicable, the Facilities shall be subject to the minimum Prescribed Rate(s) as specified herein or from time to time by the Bank. Notwithstanding other terms of the Facilities, the interest rate charged by the Bank shall not be less than 0.0% p.a. at any time and the Bank reserves the right to apply the ECOF as a Reference Rate.

If in the opinion of the Bank, there has been a change in national or international monetary, financial, economic or political conditions or currency exchange rates or exchange control which would render the Facilities temporarily or permanently commercially impracticable or impossible, the Bank shall notify the Borrower thereof, and:-

The Borrower shall not declare any dividends in excess of fifty percent (50%) of its current financial year’s Profit After Tax provided always any such permissible declaration of dividends may only be made if debt servicing is current.

If the Borrower shall default in the payment of any monies whether principal or interest or any sum whatsoever payable to the Bank or in the event of demand or recall of the Facilities or any of the facilities comprised therein, the Borrower shall pay interest in the currency in which such amounts then denominated on any overdue amount or any other sums due and payable to the Bank, from the time of default up to the time of actual payment (as well after as before demand, judgment or order) at the rate per annum:-

For facilities which are funded by Bank Negara Malaysia (BNM) under a BNM funding scheme, the additional/ default rate shall be 1% plus Prescribed Rate (or such other additional/ default rate as may be prescribed by BNM, if applicable) for so long as the said facilities continue to be granted and/or made available under the BNM funding scheme. In the event additional/ default interest is chargeable with respect to the said facilities prior to the Bank’s receipt of funds from BNM or upon expiry of the tenure of the BNM funded facilities (should the Bank continue to grant the Facilities but no longer under the said BNM funding scheme), the additional/ default interest(s) as stated above will apply.

In addition to the Conditions Precedent stated in the Facilities Agreement, the following are the additional conditions precedent to be fulfilled:-

The Borrower may sign up for the Bank’s corporate electronic banking.

Upon fulfillment of conditions precedent or any other conditions that the Bank may impose.

The Borrower shall execute and procure the following securities in the form and substance acceptable to the Bank:-

Securities to be obtained

Facilities Agreement

A Facilities Agreement to secure repayment of the principal sum of **RM8,250,000-00 **together with interest thereon and all monies due and payable.

Properties With Title - Legal Charge

First Party legal charge over the freehold industrial land with one (1) unit of three storey semi-detached industrial factory (with Mezzanine Floor) erected thereon held under H.S.(D) 296612, PT 5904, Pekan Puchong Perdana, Daerah Petaling, Negeri Selangor by the registered proprietor, **Kainan Sdn Bhd (Company No. 776506-W) **to secure the principal sum of **RM8,250,000-00 **together with interest thereon and all monies due and payable.

Personal Guarantee

Receipt by the Bank of the Personal Guarantee of Whitney Tan Ann Nee (NRIC No: 791114-08-5780) for the principal sum of **RM8,250,000-00 **plus interest thereon and all other monies owing under or in respect of the Facilities and the relevant documents.

Rental Income - Deed of Assignment

If the Facilities is/are not utilised for whatever reasons after three (3) months from the date of this letter or such further period as the Bank may prescribe, regardless of whether the loan documentation has been completed or not, the Bank shall be at liberty to withdraw the Facilities or to vary the terms of the Facilities and the Borrower shall reimburse the Bank for any costs, fees and expenses incurred by the Bank.

The utilisation of the Facilities is/are also subject to the terms and conditions set out in the Facilities Agreement. A copy of the Facilities Agreement is available upon request (in the case of secured Facilities). The Facilities and all interest and costs shall be repayable on demand and the Bank shall have the right to debit the Borrower’s Facilities account with the Bank. Subject to any limitation and/or restriction stipulated in any rules and regulations imposed by BNM and/or other regulatory bodies from time to time, fees, including renewal fees as notified by the Bank shall be debited to the Borrower’s Facilities account upon signing of the Letter of Offer or upon utilisation of the Facilities whichever is the earlier.

Nothing in this Letter of Offer (whether signed by the parties or not) shall be deemed to impose on the Bank any obligation either at law or in equity to make or to continue to make available the Facilities to the Borrower.

Notwithstanding anything to the contrary in the Letter of Offer or the Appendices annexed hereto (if any), and further notwithstanding any specific purpose(s) agreed to herein, the Bank shall be entitled to review the granting and/or continuation of the Facilities at any time and from time to time (irrespective of whether or not the Facilities or any part thereof has been utilised or disbursed or whether any event of default has occurred), including but not limited to the following circumstances :-

and upon any such review, the Bank shall be entitled to exercise any of its rights and powers to withdraw, cancel, suspend, terminate or recall the Facilities or any part thereof, and the Borrower hereby agrees to immediately accept such decision and/or repay to the Bank the indebtedness then due and outstanding under the Facilities.

The Bank may at any time or from time to time in its absolute discretion and without affecting the Bank’s security, at the request of the Borrower grant additional or further facilities upon such terms and conditions as may be imposed by the Bank.

“Tax” means any present or future, direct or indirect, Malaysian or foreign tax, levy, impost, duty, charge, fee, deduction or withholding of any nature, that is imposed by any Appropriate Authority, including without limitation, any consumption tax and other taxes by whatever name called, and any interest, fines or penalties in respect thereof.

“Appropriate Authority” means any government or taxing authority.

The Borrower is required to be aware of any sanctions imposed by countries/regulatory organisations where the Borrower wishes to send funds to or receive funds from. If any funds/documents/transactions are delayed/blocked/held in relation to the said sanction(s), the Bank will not be held liable for such delay/block/holding.

The Borrower undertakes to comply and to ensure its guarantor(s) comply (where relevant) with the prevailing Foreign Exchange Notices (FE Notices) and/or other laws or regulations of similar effect (including all amendments, from time to time). The Borrower must ensure that they and their guarantor(s) (where relevant) are not in breach of FE Notices and its relevant limits and the Bank will not be liable for any infringement relating to FE Notices.

To enable the Bank to comply with the FSA and the said Guidelines, the Borrower shall declare to the Bank whether the Borrower is a connected party under the Guidelines, which includes but is not limited to, a spouse, child, parent or financial dependant of the Bank’s Director, Executive Officer or credit-approving/appraising/reviewing officer or in the case of a corporate/business-customer, includes an entity controlled by such abovementioned Bank’s persons. If at any time the Borrower becomes a connected person, the Borrower must notify the Bank in writing immediately. The Bank reserves the right to terminate the Facilities in the event the Borrower fails to make the appropriate or correct declaration, resulting in the Bank contravening FSA or the said Guidelines.

In addition to the permitted disclosures provided under Schedule 11 of the FSA, the Borrower irrevocably authorizes and permits the Bank, its officers and employees to disclose and furnish all information concerning the Facilities, this Letter of Offer, present and future accounts of the Borrower and any other matters relating to the Borrower or its business and operations to:

The Borrower hereby irrevocably consents to such disclosure and confirms that, save and except for damages arising directly from the Bank’s willful default or gross negligence, the Bank, its officers and employees shall be under no liability for furnishing such information or for the consequences of any reliance which may be placed on the information so furnished in accordance with this Letter of Offer.

The Borrower authorises and consents to the Bank obtaining any other information about the Borrower from any credit reference agency or sources and at any time as the Bank considers appropriate.

The Borrower hereby represents and warrants that the Borrower has obtained the consent of all persons named in the Borrower’s application for the Facilities or such other document submitted to the Bank in support of such application and/or their authorised representatives, including but not limited to the Borrower’s directors, shareholders, authorised signatories or such other persons as specified by the Bank (“Relevant Data Subjects”), for the Bank’s collection, holding and use of the personal information of the Relevant Data Subjects in accordance with the Bank’s Privacy Notice** as may be amended from time to time. As the Bank relies on correct and complete information to be provided by the Borrower, the Borrower’s continued representation and warranty that all necessary consents have been duly obtained shall also be relied on by the Bank to ensure compliance with the Personal Data Protection Act 2010.

** “Privacy Notice” shall mean the Bank’s policies and principles pertaining to the collection, use and storage of personal information of existing and prospective individuals and entities dealing with the Bank as may be amended from time to time and made available at the Bank’s website or in such manner as the Bank deems appropriate from time to time.

Without prejudice to any other provisions herein, save and except for damages arising directly from the Bank’s wilful default or gross negligence, the Bank shall not be liable to the Borrower or any third party for any loss or damages for default, omission, negligence, breach of contract, loss of profits or earnings, goodwill or any type of special, exemplary, incidental, indirect or consequential loss or damage howsoever arising whether or not the Bank has been advised of the same. In the event the Bank is held liable for any loss or damages notwithstanding the foregoing, the total amount of the Bank’s entire liability shall not exceed the principal amount of the transaction involved which gave rise to the claim.

Yours faithfully,

for and on behalf of

HONG LEONG BANK BERHAD

I/We hereby accept, for and on behalf of the Borrower, the Bank’s offer of the Facility(ies) subject to the terms and conditions set out in this letter