Browse EX-10 agreements

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Exhibit 10.15

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PREFERENCE SHARE CONVERSION AND EXCHANGE AGREEMENT

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THIS AGREEMENT is made on May 26, 2026 BETWEEN:

	(1)	Tan Boon Kiat (NRIC: 840712-10-5671), a Malaysian citizen ("Holder 1");

	(2)	**Soh Shyh Giin **(NRIC: 840529-01-5539), a Malaysian citizen (“Holder 2”);

	(3)	Ng Ai Vie (NRIC: 850317-10-5670), a Malaysian citizen ("Holder 3"),

(each a "Holder" and together the "Holders");

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

RHB BANK BERHAD

(Registration No: 196501000373 (6171-M))

Private and Confidential

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

Date: 07/03/2023

KAINAN SDN. BHD. (776506W)

NO.20-2F

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

40170 SHAH ALAM

SELANGOR

Dear Sir,

RE:	BANKING FACILITY GRANTED TO KAINAN SDN. BHD. (“BORROWER”)

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We, **RHB BANK BERHAD (“the Bank”) **are pleased to inform you that the Bank has agreed to offer you the Banking Facility(ies) as stated below and subject to the following terms and conditions: -

…

SJPP

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STRICTLY PRIVATE & CONFIDENTIAL

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Ref No.: GCA/COMM-C5/TPY/23/288/LO

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4 July 2023

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KAINAN SDN BHD (“Borrower”)

No.20-2F, Jalan Setia Perdana BF U13/BF,

Seksyen U13,

Bandar Setia Alam,

40170 Shah Alam,

Selangor.

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Dear Sirs,

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Re: CREDIT FACILITIES

We are pleased to offer the following Credit Facilities subject to the terms and conditions stated herein:-

CREDIT FACILITIES		AMOUNT (RM)
Overdraft			1,000,000-00
Term Loan			643,000-00
Promissory Note			4,000,000-00
Total			5,643,000-00

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…

RHB BANK BERHAD

(Registration No: 196501000373 (6171-M))

Private and Confidential

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

Date: 21/12/2021

KAINAN SDN BHD (776506W)

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

SEKSYEN U13 BANDAR SETIA ALAM

40170 SHAH ALAM

SELANGOR

Dear Sir,

	RE:	BANKING FACILITY GRANTED TO KAINAN SDN BHD (“BORROWER”)

We, **RHB BANK BERHAD (“the Bank”) **are pleased to inform you that the Bank has agreed to offer you the Banking Facility(ies) as stated below and subject to the following terms and conditions: -

	1.	THE BANKING FACILITY(IES)

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

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	HONG LEONG BANK BERHAD

PRIVATE & CONFIDENTIAL

Our Ref	:	STM/2020/00000000015
Date	:	30 November 2020

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 :-

	1.	Lending Branch

Hong Leong Bank Berhad

No. 19, Jalan Setia Prima RU 13/R

Setia Alam, 40170 Shah Alam, Selangor

	2.	Type And Amount Of Facilities

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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)

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Your Bank. Malaysia’s Bank. AmBank.TM

Date : 16-01-2020

Ref No. : AFSB/006147/19-12/CT2

KAINAN SDN BHD [COMPANY NO: 776506W]

NO. 20-2F,U13/BF,

JALAN SETIA PERDANA BF,

BANDAR SETIA ALAM, SEKSYEN U13,

40170 SHAH ALAM, SELANGOR.

PRIVATE & CONFIDENTIAL

Dear Sirs,

	Re:	BANKING FACILITIES OF RM2,000,000.00

AmBank **(M) **Berhad **(‘Bank’) **is pleased to offer the below-mentioned banking facilities **(‘Facility’) **to **KAINAN SDN BHD (‘Borrower’) **on the following terms and conditions:

	1.0	Types of Facilities and Limits

Facilities		Limits (RM)
Term Loan (TL)			2,000,000.00
Total			2,000,000.00

	2.0	Purpose of Facilities

Facilities		Purpose
TL		Working Capital

	3.0	Tenure and Repayment of Facilities

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EXECUTIVE EMPLOYMENT AGREEMENT

between

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**KAINAN SDN BHD
**(Company Registration No.: 776506-W)

and

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PANG EE XUAN

****(NRIC: 971212-04-5270)

DATED 01st JANUARY 2025

**THIS EXECUTIVE EMPLOYMENT AGREEMENT **(the **“Agreement”) **is made on 01st of January 2025

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BETWEEN:

	1)	Kainan Sdn Bhd (Company Registration No.: 776506-W), incorporated in No.20-2F, Jalan Setia Perdana BF U13/BF Bandar Setia Alam Seksyen U13 40170 Shah Alam Selangor Malaysia. (the **“Company”) **on the first part;

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AND

	2)	Pang Ee Xuan (NRIC: 971212-04-5270), of No.55, Jalan Makmur 2, Taman Makmur 85000 Bukit Siput Segamat Johor, (the **“Executive”) **of the other part,

…

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EXECUTIVE EMPLOYMENT AGREEMENT

between

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**KAINAN SDN BHD
**(Company Registration No.: 776506-W)

and

WHITNEY TAN ANN NEE

(NRIC: 791114-08-5780)

DATED 01st JANUARY 2025

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**THIS EXECUTIVE EMPLOYMENT AGREEMENT **(the **“Agreement”) **is made on 01st of January 2025

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BETWEEN:

	1)	Kainan Sdn Bhd (Company Registration No.: 776506-W), incorporated in No.20-2F, Jalan Setia Perdana BF U13/BF Bandar Setia Alam Seksyen U13 40170 Shah Alam Selangor Malaysia. (the **“Company”) **on the first part;

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AND

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**NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER **

OF

Kainan Holding Group Ltd.

This Nominating and Corporate Governance Committee Charter (the “Charter”) was adopted by the board of directors (the “Board”) of Kainan Holding Group Ltd., a British Virgin Islands business company (the “Company”), on [*], 2026, and shall become effective immediately.

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I. Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board in discharging the Board’s responsibilities regarding:

1. identification, review and evaluation of candidates to serve on the Board consistent with criteria approved by the Board, and recommendation of qualified director nominees to be elected at the next annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected);

2. identification, review and evaluation of candidates to serve on the Board consistent with criteria approved by the Board, and recommendation of qualified candidates to fill any vacancies on the Board;

3. annual review of the composition of the Board in light of the characteristics of independence, qualification, experience and availability of the Board members;

4. oversight of the evaluation of the Board; and

5. monitoring of compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s internal rules and procedures to ensure compliance with applicable laws and regulations.

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**COMPENSATION COMMITTEE CHARTER **

OF

KAINAN HOLDING GROUP LTD

This Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Kainan Holding Group Ltd., a British Virgin Islands business company limited by shares (the “Company”), on [*], 2026, and shall become effective immediately.

I. Purpose

The purpose of the Compensation Committee (the “Committee”) is (i) to assist the Board in discharging the Board’s responsibilities relating to compensation of the Company’s executive officers, including reviewing and evaluating and, if necessary, revising the compensation plans, policies, and programs of the Company adopted by management, and (ii) to review and approve the disclosure of executive compensation for inclusion in the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability, and assure that employee interests are aligned with the interests of the Company’s shareholders.

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AUDIT COMMITTEE CHARTER

OF

Kainan Holding Group Ltd

This Audit Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Kainan Holding Group Ltd, a British Virgin Islands business company limited by shares (the “Company”), on [*], 2026, and shall become effective immediately.

I. Purpose

The purpose of the Audit Committee (the “Committee”) is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Committee assists the Board with its oversight responsibilities regarding: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; and (iv) the performance of the Company’s internal audit function and independent auditor. The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual report on Form 20-F.

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