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JOINT VENTURE AND SHAREHOLDERS AGREEMENT BETWEEN EKOVEST

BERHAD, MALAYSIAN RESOURCES CORPORATION BERHAD AND EKOVEST


MRCB CONSTRUCTION SDN BHD
INTRODUCTION
The Board of Directors of Ekovest Berhad (EB or the Company) is pleased to announce that
the Company had on 21 e!ruary 2"1# si$ned a %oint &enture and 'hareholders ($reement (the
($reement) )ith *alaysian +esources Corporation Berhad (*+CB) and Ekovest , *+CB
Construction 'dn Bhd (E*C or the %& Co)-
The purpose of the ($reement is for EB and *+CB (the parties) to re$ulate their ri$hts and
o!li$ations in E*C-
INFORMATION ON EKOVEST MRCB CONSTRUCTION SDN BHD
E*C )as incorporated on 2. *arch 2"12 under the Companies (ct/ 10.1 as 2ritech +esources
'dn Bhd- 'u!se3uently on 11 Decem!er 2"12 the Company assumed its present name- E*C has
an authorised share capital of +*1""/"""-"" comprisin$ of 1""/""" ordinary shares of +*1-""
each of )hich 2 shares have !een issued and paid4up-
RATIONALE FOR THE JOINT VENTURE
2ursuant to the 2ro5ect Delivery 2artner ($reement (2D2 ($reement) dated . Decem!er 2"11/
the 6overnment of *alaysia has appointed Ekovest , *+CB %& 'dn Bhd as the 2ro5ect Delivery
2artner to undertake a monitorin$ and co4ordinatin$ role on hori7ontal inter a$ency co4operation
to)ards the successful implementation and delivery of the intents purposes and o!5ectives under
the +iver of 8ife 2ro5ect-
9t is the intention of EB and *+CB to participate in the !eautification )orks (the :orks) as
defined in the 2D2 ($reement under the +iver of 8ife 2ro5ect-
'alient terms of the ($reement are as follo)s;
1- 9mmediately upon the e<ecution of the ($reement/ the %& Co shall increase its 9ssued and
2aid4up share capital to +*1""/"""-"" divided into 1""/""" ordinary shares of +*1-""
each in cash )ith the ($reed 2roportions as follo)s;
'hareholders =o- of >rdinary 'hares ? of E3uity 9nterest
EB ."/""" ."
*+CB @"/""" @"
Total !!,!!! !!
2- Apon the :orks !ein$ a)arded to the %& Co/ the parties shall a$ree upon the costs to !e
incurred in respect of the :orks in accordance to the ($reed 2roportions as stated a!ove-
#- 9n the event that the :orks is not a)arded to the %& Co/ this ($reement shall !e mutually
terminated and the parties shall !e deemed to have a$reed to the )indin$4up of the %& Co
in accordance )ith the provisions of the (ct-

@- The financial re3uirements of the %& Co shall !e met !y )ay of
i- 'u!scription for shares in the %& Co !y the parties in accordance )ith the terms of
the ($reement comprisin$ of ordinary shares andBor preference shares !ased on
the ($reed 2roportion as stated in the ($reementC
ii- Borro)in$s from financial institutionsC and
iii- 'hareholders advances !y the 'hareholders to !e e<tended to the %& Co as
)orkin$ capital )ith interest to !e determined !y the Board of Directors of the %&
Co-
SOURCE OF FINANCING
EB )ill finance its portion of investment in E*C throu$h internally $enerated funds-
FINANCIAL EFFECTS
The 5oint venture )ill not have any effect on the CompanyDs issued and paid4up share capital/
su!stantial shareholdersD shareholdin$/ net assets and !orro)in$s of the Company !ut is e<pected
to contri!ute positively to the 6roup if the :orks is a)arded to the %& Co-
DIRECTORS AND"OR MAJOR SHAREHOLDERS INTERESTS
=one of the directors/ ma5or shareholders and persons connected )ith them has any interest/ direct
and indirect in the 5oint venture-
APPROVALS RE#UIRED
The 5oint venture is not su!5ect to the approval of shareholders of the Company or any
$overnmental or statutory authorities-
STATEMENT BY DIRECTORS
The Board of Directors after considerin$ all relevant factors/ is of the opinion that the 5oint venture
is in the !est interest of the Company-
DOCUMENT FOR INSPECTION
The ($reement )ill !e made availa!le for inspection at the re$istered office of Ekovest at 6round
loor/ :isma Ekovest/ =o- 11E/ %alan 6om!ak/ 1#""" Fuala 8umpur durin$ the normal office
hours from *ondays to ridays (e<cept pu!lic holidays)-