EXHIBIT 10.10

Exhibit 10.10

Ref: SAM/000406/20

04/08/2020

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CONFIDENTIAL

Kainan Sdn. Bhd.

20-2F, Jalan Setia Perdana BF U13/BF

Bandar Setia Alam

40170 Shah Alam

Selangor Darul Ehsan

Dear Sir/Madam,

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Extension of Validity Period of Letter of Offer

We refer to our Letter of Offer dated 28/07/2020 issued on the approval of the following financing :


Financing		Approved Limit

FL / GGS Prihatin (SJPP)		RM300,000-00 (Ringgit Malaysia: Three Hundred Thousand Only)

We are pleased to advise that we have extended the validity period of the acceptance of Letter of Offer to 31/10/2020.

Meanwhile, please be advised that there is no change in the terms and conditions governing the facility.

Yours truly

for PUBLIC BANK BERHAD

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/s/ Lau Poh Leong			/s/ Yap Chai Hong
Lau Poh Leong			Yap Chai Hong
Branch Manager			Business Manager

PUBLIC BANK BERHAD (6463-H)

Cawangan Shah Alam : 2, 4 & 6, Jalan Pahat G15/G, Komplex Otomobil, Perslaran Selangor, Section 15, 40200 Shah Alam, P.O. Box 7004, 40700 Shah Alam, Selangor. Telephone: 03-55100567, 55101313, 55101323 Facsimile: 03-55101288 Website: www.publicbankgroup.com


Ref: SAM/000406/20	OFFER

28 July 2020

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CONFIDENTIAL

Kainan Sdn. Bhd.

20-2F, Jalan Setia Perdana BF U13/BF

Bandar Setia Alam

40170 Shah Alam

Selangor Darul Ehsan

Dear Sir/Madam,


Application for Credit Facility/ies
Name of Applicant	: Kainan Sdn. Bhd.
Account No	: 2-1606957-28

We are pleased to advise that your application for the credit Facility/ies has been approved as per Appendix I. The terms and conditions for the Facility/ies are attached as per Appendices. The Appendices shall supplement and form part of this Letter of Offer. You are reminded to read and understand the terms and conditions for the Facility/ies as attached herein before agreeing to the same.

We trust the above offer is acceptable to you and would appreciate if you could confirm your acceptance by signing and returning to us this Letter of Offer and all the Appendices within seven (7) days from the date hereof to confirm your understanding and your agreement to the same, failing which our offer shall be deemed to have lapsed and cancelled.

It is our pleasure to be of service to you.

Yours truly

for PUBLIC BANK BERHAD

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/s/ Lau Poh Leong			/s/ Yap Chai Hong
Lau Poh Leong			Yap Chai Hong
Branch Manager			Business Manager

PUBLIC BANK BERHAD (6463-H)

** **

Kainan Sdn. Bhd.

A/cNo. 2-1606957-28


	1.	I/We confirm that all the content and terms and conditions governing the facility/ies as stipulated in this Letter of Offer has been explained and understood by me/us and all the terms and conditions herein are acceptable to me/us. I/we hereby accept the offer subject to the completion of the legal documentation required by the Bank.


	2.	I/We hereby confirm and agree that the facility(ies) granted herein shall be subject always to the compliance with the Bank Negara Malaysia Guidelines on Credit Transactions and Exposures with Connected Parties and the Public Bank Group’s Credit Policy on Credit Facilities and Exposures to Connected Parties. In this respect, I/we undertake to declare to the Bank in the event I/we or if the Individual Guarantor/Corporate Guarantor and/or Chargor/Assignor/Pledgor for the Facilities granted herein is/are a connected party as defined under the aforementioned Guidelines/Policy. I/We are aware that “connected party” refers to the following:

a. Director/Controlling Shareholder/Influential Shareholder/Executive Officer/Officer involved in credit functions and their close relatives (which include their parent/dependents/spouse/dependents of spouse/child including step child and adopted child/spouse of the child/brother or sister and their spouses) of the Bank;

b. Firms/Partnerships/Companies or any legal entities which control/controlled by any person listed in (a) above;

c. Firms/Partnerships/Companies or any legal entities in which any persons listed in (a) above is interested as a director/partner/executive officer/agent/guarantor, and subsidiaries or entities controlled by them;

d. Any person for whom the person listed in (a) above is a guarantor; and/or

e. Subsidiary of, or an entity controlled by the Bank, and its connected parties.

I/We hereby undertake to inform the Bank immediately in the event that any such relationship as stated above arises in the future. I/We further acknowledge and agree that the Bank reserves the right to terminate/recall the facility(ies) granted herein herein with seven (7) calendar days prior written notice in the event I/we have failed to make the appropriate and correct declaration, resulting in the Bank contravening the aforementioned Guidelines/Policy.


	3.	I/We understand that in order to provide or continue to make available the facility/ies or for the purpose of recovering of any outstanding sums due and owing by me/ us under the facility/ies, my/our personal or credit information may be disclosed to, shared with or received from relevant third parties, bodies, bureaux, corporation or credit reporting agencies more particularly stated below. The Bank will not be able to provide or continue to provide me/us with the facility/ies unless the Bank can disclose, share with or receive such personal or credit information from the said relevant third parties.

Kainan Sdn. Bhd.

A/c No. 2-1606957-28


	4.	I/We hereby consent and authorise that my/our personal and credit information may be forwarded or made known by the Bank to the guarantors (if applicable) or the companies in the PBB Group including Public Islamic Bank Berhad and Public Investment Bank Berhad.


	5.	I/We hereby consent and authorise that all information relating to the facility/ies granted to me/us may be forwarded to any bureau or agencies established or approved by Bank Negara Malaysia (BNM) or registered and licensed under the Credit Reporting Agencies Act 2010 including the Central Credit Bureau, the Borrower Loans Information System, Dishonoured Cheque Information System (DCheqs), Central Credit Reference Information System (CCRIS), FIS Data Reference Sdn Bhd (FIS), RAM Credit Information Sdn Bhd (RAMCI), CTOS Data Systems Sdn Bhd (CTOS), Credit Bureau Malaysia Sdn Bhd (CBM), Dun & Bradstreet (Malaysia) Sdn Bhd (D&B), Basis Corporation Sdn Bhd (Basis) and other such bodies, bureaux, corporations or credit reporting agencies, as the case may be, for the purpose of collecting information from financial institutions regarding Facilities granted or accounts maintained with such financial institutions and/or review of the Facility/ies.


	6.	I/We hereby agree to pay all fees, charges and expenses, and any applicable tax payable, whether currently in force or to be implemented and chargeable by law on such fees, charges and expenses in connection with the Facility/ies.


		Date:
Kainan Sdn. Bhd.
Company Registration No. 776506W

Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 1(a)


Facility/ies
Approved	Facility/ies				Approved Limit (RM)
	FL/GGS Prihatin (SJPP)				Loan Amount : RM300,000.00 (Ringgit Malaysia : Three Hundred Thousand Only)

Purpose of	Facility/ies				Purpose
Facility/ies	FL/GGS Prihatin (SJPP)				For working capital purposes

Pricing &	1.	Fixed Loan
Repayment
Term				Repayment
		Period	Pricing	Period	Monthly Instalment

		First 6	5.00% p.a. fixed	6 months	RM0.00
		Months

		7th Month onwards	0.50% + BLR** p.a.	54 months	RM6,510.00 with adjustment in the last instalment

		BLR - Refers to the Bank’s Base Lending Rate, prescribed by the Bank from time to time, currently at 5.47% per annum. During the first 6 months moratorium period, interest is non-compounding and is accrued and added to the principal loan sum. Interest will be calculated at monthly rest. The effective date of the first tier interest rate is to commence from the date of first release of the loan. Total repayment will amount to RM351,393.40 at the end of the tenure. Total amount of interest charge on the approved loan is RM51,393.40.** The total repayment amount and amount of interest charges applicable to the loan facility(ies) are accurate on the assumption that if interest rate remains unchanged. The repayment schedule is based on the interest rate that is in effect at the time the Letter of Offer is signed. The actual payment may be higher than amount shown in the schedule in the event the interest rate increases during the tenure of the loan.

	1.1.	Pending release of the full loan, interest accruing on outstanding balance is due on last day of the month and to be settled by the first 7 days of the following month. Non-payment of such interest shall be deemed an event of default.

	1.2.	The first instalment is to commence on the 1st day of the 7th month from the date of the first release of the loan.

	1.3.	The Bank may with prior notice, vary the monthly instalment amount or the number of instalments due to interest variation or for any other reason.


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Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 1(a)



Pricing & Repayment Term	2.	Subject to applicable law or prevailing BNM guidelines, the Bank has the right to convert the pricing structure of the Facility/ies from the BLR or BR, as the case may be to Cost of Funds or vice versa at the discretion of the Bank.

	3.	The Bank has the right to vary the loan pricing i.e. the interest spread and/or BLR or BR, as the case may be, in accordance with prevailing BNM guidelines.

	4.	Notwithstanding the above terms and conditions, the Facility/ies granted by the Bank is/are repayable on demand.

	5.	You are required to furnish the Audited final accounts of the company within 6 months after each financial year end (if applicable).

	6.	The Bank will debit your Savings Account/Current Account for any fees, charges and taxes payable including but not limited to the processing fee, upfront fee, cancellation fee, any other applicable taxes or other fees and/or charges.

	7.	All fees, charges and applicable taxes shall paid in full/ settled upon disbursement of the Facility/ies.

Availability Period	Loan documentation must be completed and the facility/ies drawn down within three (3) months from the date of this Letter of Offer or such extended time as the Bank may allow at its discretion, failing which the Bank has the right to immediately cancel the facility/ies granted herein with prior notice to you and recover all costs, fees and expenses incurred by the Bank for so doing. All legal and other relevant charges incurred todate are to be borne by you and you hereby agree that the Bank shall be under no obligation whatsoever to reimburse you for all such charges incurred by you prior to the cancellation of the facility/ies.

Security	The facility/ies is/are to be secured by way of the following:

	Principal Instrument

	1.	As principal instrument, a Letter of Offer for the sum of RM300,000.00.

	Subsidiary Instrument

	2.	Guarantee by the Government of Malaysia

		80% guaranteed by the Government of Malaysia under Government Guarantee Scheme (GGS Prihatin). The Facility/ies [FL/GGS Prihatin (SJPP)] shall terminate on or before the expiry of 5 years or up to 31/12/2030, whichever is earlier, from date of issuance of the Letter of Guarantee, which is after 6 months moratorium. You will be notified of the expiry date if/when the guarantee cover has been obtained.


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Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 1(a)


Security	3.	Guarantees **

		i)	Joint and Several Guarantee

			The Facility/ies are to be additionally guaranteed jointly and severally by all directors of the company present and future and/or the personal guarantee of the following:

			No	Name	IC No
			1	Whitney Tan Ann Nee	791114-08-5780

			and/or

			The Bank has the absolute rights to vary this requirement of guarantors at all times.


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Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 1(a)


Conditions Precedent to Disbursement of Credit Facilities	1.	80% Guarantee cover by Syarikat Jaminan Pembiayaan Perniagaan (SJPP).

	2.	Letter of Guarantee is to be issued by Syarikat Jaminan Pembiayaan Perniagaan (SJPP) prior to release of the facility.

	3.	The Bank has the right to consolidate the borrowings of the borrower, chargor(s) and/or guarantor(s) against all security with the written consent of the 3rd party chargor(s) and/or guarantor(s).

	4.	Prior written consent is to be obtained from SJPP for the granting of additional financing (if applicable).

	5.	To ensure compliance with the Bank’s circular under reference BBR/LPD/20/009 dated 19/05/2020 in respect of Government Guarantee Scheme (GGS Prihatin).


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Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 1(a)

Specific Terms and Conditions for Fixed Loan (FL)


	1.	Three (3) months notice to the Bank is required for prepayment of loan. After the expiry of the redemption statement issued by the Bank, a fresh three (3) months notice is required to be given for prepayment of loan, failing which interest of similar period will be charged. (Not applicable for Redraw facility)

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	2.	An Open Standing Instruction on Savings Account/Current Account is to be executed to facilitate the monthly repayment of Fixed Loan facility.


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Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 1(a)

General Terms


	1.	If any of the terms and conditions of this letter of offer contradicts with any terms and conditions in other security documents or deemed invalid, it shall be confined to the specific condition only without affecting the validity of all other terms and conditions of this letter of offer. All terms and conditions stipulated in other security documents shall remain intact.


	2.	At any one time hereafter and notwithstanding that the loan/security documentation has been completed, the Bank has the right to withdraw or not make available the facility/ies or any part thereof upon the happening of any event which in the Bank’s opinion would affect in any way your financial position and/or hinder the carrying on your business affairs in accordance with sound financial, industrial or commercial standards and practices and/or would jeopardise the Bank’s security position and/or which is a default in respect of any of the requirements of the Bank whatsoever at any time and from time to time and the decision of the Bank shall be final and conclusive.


	4.	The Bank has the right to terminate the Facility/ies by giving not less than seven (7) days notice in writing to terminate. The aforesaid seven (7) days shall be calculated with effect from the day following after the date of the Bank’s letter of demand. This notice may be forwarded by ordinary post to the last known address.


	5.	All overdue instalments shall be levied with an additional late charges of 1% p.a. on overdue amount.

When Fixed Loan repayment is overdue/in default by one (1) month, the Bank will cease charging the 1% p.a. additional late charges on the overdue amount once the loan is repriced with the increased interest rate of 3.2%+Base Rate (BR)/0% + Base Lending Rate (BLR) OR 1% above prevailing facility interest rate p.a. on the entire outstanding amount, whichever is higher OR at any other rate at the Bank’s discretion due to loan default.

The pricing would only be reverted to the previous prevailing rate upon 6 consecutive months of prompt payments provided all excess/arrears have been fully paid/updated, and there is “zero” day arrears/excess throughout the 6 months period.

(Applicable to Retail Commercial Loans)


	6.	The borrower and the security party hereby declare and confirm that the facilities may be terminated and the aggregate principal sum outstanding under the facilities together with interest thereon and any other moneys herein covenanted to be paid or intended to be secured hereunder shall become due and immediately payable whether formally demanded or not, if the borrower and/or security party has any legal proceedings or suits instituted or threatened to be instituted by any person against the borrower and/or security party


	7.	Where applicable, you hereby confirm that all the directors agree that any and all repayments of loans/advances/ facilities granted by the directors to you and any repayment of the said loans/advances/facilities due from you to the directors are hereby subordinated to the facility granted herein i.e. the settlement or the repayment of the facility granted herein shall rank in priority to the settlement or repayment of the loans/advances/facilities granted by the directors to you.


	7.	The Borrower hereby acknowledges and consents that the Bank has the irrevocable right to outsource the debt collection to an external agency and the right to sell the account to a third party if the account is in default and/or classify as impaired loan (90 days overdue)/default respectively, by giving a written notice of not less than seven (7) days to borrower(s) / guarantor(s) prior to transferring/selling the account to a debt collection agency/third party. This notice is duly served if sent by an ordinary post to the last known address of the borrower(s) / guarantor(s)


	8.	The Bank may combine or consolidate all or any of your accounts with the Bank and/or its subsidiaries and set off or transfer any sum outstanding to the credit of any one or more such accounts towards satisfaction of any of your liabilities with the Bank and/or its subsidiaries at any time with seven (7) calendar days prior notice to you. The Bank shall also have a lien over the security of any loan account/facility to cover your borrowing with the Bank and/or its subsidiaries of any other account under consolidation.


	9.	Notwithstanding that the loan and/or security documentation has been duly approved, accepted and/or completed, the Bank has the right and discretion not to release or make available the facility/ies or any part thereof or to withdraw, terminate and/or recall the facility/ies therein granted to the Borrower immediately upon the Bank becoming aware that the Borrower and/or Security Party is or has been investigated or is alleged to be involved and/or had committed any illegal activities or criminal offences of any nature whatsoever or will be or have been allegedly subjected to any criminal prosecution and/or conviction and/or any security in respect of the facility/ies held by the Bank is subjected to or at risk of freezing, seizure and forfeiture by the Federal Government and/or other relevant authorities or bodies. In all events, the Bank’s decision shall be final and conclusive.


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Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 1(a)

General Terms


	10.	Upon recall of credit facility/ies and/or classification of account(s) as impaired loans (90 days overdue)/default, the interest rate shall be increased to 3.5% + BLR p.a. or such other rate on the entire outstanding amount at the Bank’s discretion.


	11.	Should the facility/ies still not be drawdown within three (3) months from the date of the Letter of Offer, you are deemed to have confirmed that the facility/ies are no longer required and that the Bank is to cancel and/or withdraw the facility/ies with immediate effect. All legal and other relevant charges incurred todate are to be borne by you and you hereby agree that the Bank shall be under no obligation whatsoever to reimburse you for all such charges incurred by you prior to the cancellation of the facility/ies.


	12.	The Bank may change, vary or amend any of the terms and conditions herein at any time with twenty one (21) calendar days prior notice to you before the new terms and conditions take effect.


	13.	All credit requests submitted and approved by the Bank will be subject to a Reimbursement Fee of RM200-00 (for each credit request) to cover the actual cost incurred by the Bank in processing the customer’s credit requests.


	14.	The Bank will debit your current/savings account with us towards payment of the monthly instalment and any other charges and/or fees incurred in the granting of the Facilities including insurance premium /* takaful, quit rent, assessment, cost of an updated/revised valuation reports, fees for searches, legal fees for preparation and perfection of security documents by Bank’s solicitors, legal costs incurred in relation to the enforcement of security and/or recovery costs and any other costs or expenses incidental thereto.


	15.	The Borrower hereby agrees and acknowledges that the Bank may require the Borrower to deposit and create such collateral security as and when required by the Bank in the event the Borrower’s financial obligation under the facility is compromised.


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Kainan Sdn. Bhd.

A/c No. 2-1606957-28

Appendix 2

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Additional Terms and Conditions Pertaining to Securities:

Guaranteed bv the Government of Malaysia


	1.	Approval of the Facility/ies is subject to the issuance of the Letter of Guarantee from the Government of Malaysia. In the event that the Letter of Guarantee is not obtained, the Bank has the right to cancel the Facility/ies, rescind this Letter of Offer or at its discretion to consider a new package subject to new terms and conditions.


	2.	On or before the expiry date of the Facility/ies granted, the Bank may recall/ restructure the Facility/ies subject to new terms and conditions with prior notice to you.


	3.	Upon recall of credit facility/ies and/or classification of account(s) as impaired loans (90 days overdue)/default, the pricing shall be increased to 3.5% + BLR p.a. or such other rate at the Bank’s discretion.


	4.	A cancellation fee of RM100 will be charged under the following circumstances:


	i)	For each cancellation of a request for a Guarantee by you; or


	ii)	Facility/ies is/are not drawn down after a period of 6 months from the date of receipt by the Bank of the Letter of Guarantee and the subsequent cancellation of the Guarantee approval.


	5.	In the event that the Government of Malaysia vary or amend any terms and conditions including the amount of guarantee, the Bank reserves the right to cancel the Facilities or restructure the Facilities subject to the new terms and conditions


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