DATED OF 21 DECEMBER 2023
BETWEEN
YEN AUTOCARD SDN. BHD (REGISTRATION NO.: 1531426-K)
(“COMPANY”)
AND
REZUAN BIN AHMAD (I/C NO.: 591024-07-5865)
(“INVESTOR”)
INVESTMENT AGREEMENT
PREPARED BY:
TETUAN HISYAM YUNUS & CO.
Peguambela & Peguamcara / Peguam Korporat & IR [Advocates & Solicitors / Corporate & IR Lawyer]
[Setiausaha Syarikat / Company Secretary]
HQ : Lot 647, Jalan Sungai Petani, Tandop KM5, 05400, Alor Setar, Kedah Darul Aman.
Kuala Lumpur: T2A-13-24, 3 Towers, 349, Jalan Ampang, Kampung Berembang, 55000 Kuala Lumpur, Malaysia
Tel: 04-773 3414 / 013-4923452
E-mail: [email protected] / [email protected] Ruj: HYC/LA/MBZ-RMSB/2023-25
2
THIS INVESTMENT AGREEMENT (“Agreement”) is made and entered into as of 21st December 2023.
BY AND BETWEEN
YEN AUTOCAR SDN. BHD. (Company No.: 1531426-K) a company incorporated in Malaysia under Companies Act 2016 (previously known as Companies Act 1695) and having its registered and business address at No. 13A Atas Jalan KPJ 2/1 Kompleks Perniagaan, Jitra 2, Jitra Kedah Darul Aman (herein after referred to as "the Company") of the first part;
AND
REZUAN BIN AHMAD (IC NO.: 591024-07-5865) with a personal address at No. 25 Lintang Pauh Indah 1, Taman Pauh Indah, Seberang Perai Tengah 13500 Permatang Pauh Pulau Pinang (herein after referred to as "the Investor") of the second part.
(The Company and the Investor may be referred to individually as the “Party” or collectively, the
“Parties”).
WHEREAS:-
A. The Company is a private limited company having a registered address at No. 13A, Atas, Jalan KPJ 2/1, Kompleks Perniagaan Jitra 2, Jitra, Kedah Darul Aman.
B. The Investor is an individual with a personal address at No. 25, Lintang Pauh Indah 1, Taman Pauh Indah, Seberang Perai Tengah, 13500, Permatang Pauh, Pulau Pinang and desires to make a substantial investment in the Company to facilitate and enhance its business operations.
C. The Investor agrees to grant to the Company a financial investment (“the Investment”) amounting to the sum of RINGGIT MALAYSIA ONE MILLION (RM1,000,000.00) amounting to 40% of shares only, and the Company agrees to accept the Investment upon the terms and subject to the conditions hereinafter appearing.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the following detailed terms:
1. COMMENCEMENT DATE
This Agreement shall commence on the date of the execution of this Agreement.
2. INVESTMENT AMOUNT AND PERCENTAGE OWNERSHIP
In consideration of the Company's undertaking to perform the term of the Agreement, the Investor hereby grants to the Company a financial investment in the total amount of RM1,000,000 (the "Investment Amount") in the form of total shares as stipulated under Section 1 of the First Schedule ("the Investment") and the Company agrees to accept the Investment subject to and upon the terms and conditions herein appearing.
In consideration of the Investment Amount, the Investor shall be entitled to a forty percent (40%) ownership interest in the Company (the "Equity Interest").
The Company shall issue to the Investor the corresponding number of shares or ownership units, reflecting the Investor's Equity Interest, promptly following the completion of the investment.
3. PURPOSE OF THE INVESTMENT
The purpose of the Investment is as stipulated under Section 2 of the First Schedule.
4. PAYMENT OF THE INVESTMENT FROM THE INVESTOR TO THE COMPANY
Payment of the Investment shall be made by the Investor to the Company through the Investor’s bank account, the details of which are as stipulated under Section 3 of the First Schedule.
5. LATE PAYMENT
In the event of late payment being 14 days from the date of repayment under Clause 4 to The Investor, there shall be a late payment penalty due in an amount equal to ONE per centum (1%) of the payment every month until complete repayment has been made. Any late payment of the repayment of the Investment shall be communicated to the Investor in writing.
6. COSTS
The Company shall be liable for the solicitors' costs in the preparation of this Agreement, the stamp duty payable thereon and all other necessary expenses.
7. BOARD REPRESENTATION
In connection with the Investor's Equity Interest, the Company agrees to appoint the Investor, or a nominee designated by the Investor to the Board of Directors, and the Investor shall have the right to participate in key strategic decisions affecting the Company.
8. REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES OF THE COMPANY:
Organization and Good Standing: The Company represents and warrants that it is a validly existing entity in good standing under the laws of [jurisdiction] and has all requisite corporate powers and authority to own, operate, and lease its properties.
Compliance with Laws: The Company represents and warrants that it is in compliance with all applicable laws, regulations, and licenses required for the conduct of its business.
Financial Condition: The Company represents and warrants that, as of the date of this Agreement, its audited financial statements fairly present its financial condition and results of operations.
Litigation: The Company represents and warrants that there is no pending or, to the best of its knowledge, threatened litigation or legal proceedings against the Company.
Material Contracts: The Company shall provide the Investor with a list of all material contracts, agreements, or commitments that may impact the financial performance of the Company.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR:
Capacity: The Investor represents and warrants that it has the legal capacity, authority, and power to enter into and perform its obligations under this Agreement.
Source of Funds: The Investor represents and warrants that the funds used for the investment are free from any liens, claims, or encumbrances and are derived from legal sources.
9. NOTICES
All notices, demands or other communications (each a “Notice”) required or permitted to be given or made under this Agreement shall be in writing and delivered personally and/or sent by courier and/or sent by registered post to the intended recipient at its address set out below as a party may from time to time notify the other party as stated under Section 7 of the First Schedule.
10. GOVERNING LAWS
This Agreement is governed by and is to be construed in accordance with the laws of Malaysia. Each Party irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in Malaysia and waive any right to object to proceedings being brought in those courts.
11. TIME
Time is of the essence as regards all dates, periods of time and times specified in this Agreement.
12. CONFIDENTIALITY AND NON-COMPETE
Both Parties agree to maintain strict confidentiality regarding all non-public information obtained during the course of this investment. The Investor shall refrain from engaging in any business activities that may compete with the Company during the term of this Agreement.
13. EXIT STRATEGY
The Parties shall collaboratively devise and agree upon a comprehensive exit strategy within [specific timeframe], which may include the sale of the Company, initial public offering (IPO), merger, acquisition, or other strategic alternatives to maximize returns for the Investor.
14. WAIVER
A single partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or time exercise of any other right.
15. FURTHER ASSURANCE
The Parties covenant with each other that they will respectively sign, execute and do and procure all other persons or companies, if necessary, to execute and do all such further deeds, assurance, acts and things as may be necessary, to give valid effect to the terms and conditions of this Agreement.
16. EXTEND OF AGREEMENT
This Agreement binds and inures to the benefits of the heirs, personal representatives, successors-in-title, assigns or nominees, as the case may be, of the Parties and may be signed in counterparts. If signed by the Parties in respective counterparts, this Agreement is deemed to have been duly executed by the relevant Parties and will come into full force and effect.
17. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the Parties with respect to the subject matter and supersedes any prior written or oral agreement between them relating to it and may not be modified except as provided under this Agreement.
18. NO PARTNERSHIP INTENDED
The Parties hereby confirm that nothing in this Agreement nor their participation in the Company shall be deemed expressly or impliedly, directly, or indirectly or in any other way to be a partnership, association, or other relationship amongst the Parties in which any one or more of the Parties may be liable for the acts or omissions of the Parties, nor shall anything herein contained be considered or interpreted as constituting any Parties as the general agent of any of the other Parties.
19. ASSIGNMENT
Save as expressly provided in this Agreement, the respective rights and obligations of the Parties under this Agreement shall not be assignable or transferable, without the prior consent of the other Parties.
20. COUNTERPART
This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute one and the same agreement and shall come into the effect on the date first hereinabove mentioned.
21. VIOLATION FROM ANY PARTIES & TERMINATION OF THE AGREEMENT
If any of the said terms and conditions of the agreement have been violated before the agreement ended, both parties have agreed to terminate the agreement which the Company shall return the total cash of investment within Thirty (30) days from the date of contract termination or if the cash of investment failed to be return as stated in First Schedule, thus, the Company shall be liquidated or shut down for the repayment of the Investment
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FIRST SCHEDULE
(which shall be read, taken and construed as part of this Agreement)
Section Items Detail
s
1 Investment Amount RINGGIT MALAYSIA ONE MILLION ONLY (RM 1,000,000.00)
2 Purpose of the
Investment
TO GIVE FINANCIAL ASSISTANCE TO THE BORROWER, IN CONDUCTING ITS BUSINESS AND TO GAIN RETURN OF INVESTMENT FROM THE FINANCIAL ASSISTANCE
3 Company's
Bank Account Details
Name of the Account xxx
Name of the Bank xxx
Account No.
xxx
4 Repayment
Scheduled Date
Xx 2023 – xx 2024 (6 months)
5 Return Rate Ten to Fifteen Percent (10-15%) from RINGGIT MALAYSIA NINE HUNDRED FORTY-THREE THOUSAND ONLY (RM 943,000.00)
6 Investor's Bank Name of the Account Account Details xxxName of the
Bank xxx Account No.
xxx
7 Particulars of Company Services of Parties Name
YEN AUTOCAR SDN. BHD.
Address
NO.62, JALAN TIARA SENTRAL 3, TIARA UTAMA ENTERPRISE PARK, 71800 NILAI, NEGERI SEMBILAN
Phone Number 01126738525 Investor Name
REZUAN BIN AHMAD (IC NO.: 591024-07-5865) Address
NO 25 LINTANG PAUH INDAH 1 TAMAN PAUH INDAH SEBERANG PERAI TENGAH 13500 PERMATANG PAUH PULAU PINANG
Phone Number xxx
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IN WITNESS WHEREOF the partieshereto have hereunto set their hands the day and year first above-written.
Signed by:
For and on behalf of ]
The above-mentioned COMPANY ]
YEN AUTOCAR SDN. BHD. ]
(Registration No.: 1531426-K) ]
in the presence of: ]
] ] ]
………..…… ………...…
Name : Director
NRIC : Name :
NRIC : Signed by:
For and on behalf of ]
The above-mentioned INVESTOR ]
REZUAN BIN AHMAD ]
(I/C No.: 591024-07-5865) ]
in the presence of: ]
] ] ]
………..…… ………..………..
Name : Director/Investor
NRIC : Name :
NRIC :
