VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM" OR THE "COMPANY")

HEAD OF AGREEMENT WITH SHANGHAI CIVIL ENGINEERING GROUP CO LTD (“CREC SHANGHAI”) (“PROPOSED COLLABORATION”)

1. INTRODUCTION

The Board of Directors (“the Board”) of Vivocom is pleased to announce that on 26 March 2018, Vivocom had vide its subsidiary company, Vivocom Enterprise Sdn Bhd (“VESB”), entered into heads of agreement (“HOA”) with Shanghai Civil Engineering Group Co Ltd (“CREC Shanghai”).

(VESB and CREC Shanghai) shall be collectively referred to as the “Parties” and each as a “Party”)

The parties are respectively involved in development, construction, project management and related activities in relation to property development, mixed development, infrastructure, water treatment plant and other development projects.

The Parties are desirous to work together and collaborate for the purpose of procuring such development and construction projects (“Projects”) and is desirous in entering into this Agreement to record the general arrangement to define and regulate the relationship between the Parties in relation to the business collaboration.

This Agreement constitutes its legal, valid and binding obligation, is enforceable in accordance with its terms.

2. SALIENT TERMS OF THE HOA

The salient terms of the HOA include, amongst others, the following:-

2.1 Proposed Collaboration

2.1.1 The Parties hereby agree to collaborate in good faith solely for the purpose of procuring the award of Projects from property developers, customers and other clients in and outside Malaysia and the design, funding, construction and completion of the said Projects upon terms and conditions hereinafter appearing.

2.1.2 The relationship between VESB and CRCC Shanghai in any particular one Project is one of potential main or prime contractor/owner and sub-contractor/project management consultant and may be interchangeable between the Parties as may be mutual agreed from time to time for each identified Project. No party shall have the authority to bind the other parties without the later party’s prior written approval.

2.1.3 Pursuant to Clause 2.1.1, CREC Shanghai hereby appoints and VESB hereby accepts the appointment as CREC Shanghai’s sole and exclusive project management consultant for all Projects within Malaysia which the Parties agree to collaborate on, the fees and terms and conditions to be mutually agreed upon in good faith for each Project identified from time to time.

2.1.4 Without limiting the generality of Clause 2.1.1, it is envisaged that the collaboration between the Parties includes (but is not limited to) the following:

(a) identification of Projects where the Parties agree to collaborate on;

(b) agree on the scope of work and responsibilities between the Parties in respect of such identified Projects, including but not limited to negotiating and liaising with the customers and project owners and entering into any contractual agreements and arrangements with such customers, project owners, consultants, advisors and sub-contractors;

(c) agree upon the share of profits and costs in respect of identified Projects;

(d) preparation and submission of proposals and tenders for identified Projects;

(e) procurement of licences, permits, approvals required;

(f) procurement of funding and financing for the identified Projects including any security as may be required by the financiers. For this purpose, the Parties acknowledge and agree that a Party is not required to provide or procure to be provided any security or corporate or personal guarantee without the prior written consent of such Party; and

(g) undertaking of designing, construction and completion of the identified Projects including but not limited to procurement of materials, manpower, consultants, supervisors and sub-contractors.

2.1.5 Parties must ensure at all times that it maintains and allocates correct, and adequate resources to fully discharge all its obligations under an identified Project and be fully responsible for such resources, including adequate and suitably skilled staff, tools, working capital, computer and other systems, communications facilities and administrative support and unless otherwise agreed upon, at its own cost and expense.

2.2 Compliance with Law and Corporate Social Responsibility

2.2.1 The Parties shall comply and procure their directors, officers and employees involved in the identified Projects to comply with all applicable laws and regulations, including but not limited to those relating to anti-corruption, anti-profiteering, and personal data protection. A party shall promptly inform the other party if it breaches or is unable to comply with any law or regulation.

2.2.2 Each Party agrees to keep accurate books, accounts, records, contracts, invoices and accompanying documentation (collectively, hereinafter “Documents”) in connection with the transaction(s) contemplated by for the identified Project and in connection with any other business transactions involving the Parties. VESB as a subsidiary of a public company listed on the ACE Market of Bursa Malaysia Securities Berhad having corporate governance and regulatory compliance requirements to adhere to reserves the right to audit the Documents by itself or by outside auditors acting on VESB’s behalf, upon notice. CREC Shanghai agrees to fully cooperate in any such audit.

2.3 Confidentiality

The Party receiving Confidential Information (“Receiving Party”) agrees to keep all such Confidential Information disclosed by the other Party (“Disclosing Party”) confidential and shall not disclose or permit the Confidential Information to be disclosed to any third party during and after the expiry or termination of this Agreement without the prior written consent of the Disclosing Party.

2.4Term and Termination

2.4.1 This Agreement and the collaboration hereunder shall be effective from the date of this Agreement as set forth above (“Effective Date”) until terminated in accordance with the terms and conditions herein contained.

2.4.2 This Agreement shall commence from the Effective Date and shall continue until the earliest occurrence of the following events:

2.4.3 mutual agreement to terminate the Agreement in the form of a written document duly signed by authorised representatives of both Parties; or

2.4.4 expiration of a period of three (3) years from the date of this Agreement unless extended in writing; or

2.4.5 by written notice from a Party to the other of not less than one (1) month terminating this Agreement.

2.4.6 If any Party:

(a) materially breaches any provision of this Agreement and fails to effect such remedy to the satisfaction of the other Party within thirty (30) days’ written notice; or

(b) ceases to conduct business, becomes or is declared insolvent or bankrupt, makes an assignment for the benefit of its creditors, becomes the subject of insolvency, liquidation, re-organisation or bankruptcy proceedings;

the other Party shall have the right to terminate this Agreement with immediate effect.

2.4.7 If this Agreement is terminated or expires:

(a) It shall be without prejudice any rights, liabilities and remedies accrued to either Party prior to the termination or expiration.

(b) the surviving Clauses survive termination and will continue to bind the Parties.

(c) the receiving Party of all Confidential Information and Intellectual Property must return all Confidential Information to the disclosing Party, or destroy the Confidential Information as appropriate and instructed in writing by the disclosing Party.

3. SOURCES OF FUNDS

The cost and outlay implement the Projects shall be determined as the Projects are identified and upon the finalization of the terms and conditions of a final agreement is mutually agreed upon by the Parties. Once determined, VESB will finance the cost and outlay by way of the internally generated funds and/or bank borrowings, as and when required.

4. FINANCIAL EFFECTS

Project cost and financial benefits derived from the Proposed Collaboration cannot be ascertained at this point of time. Barring unforeseen circumstances, the Proposed Collaboration is expected to contribute positively to the future earnings of Vivocom.

Further details of the financial effects arising from the Proposed Collaboration will be announced upon the execution of final agreements by the Parties.

5. DIRECTORS’ STATEMENT

The Directors of Vivocom are of the opinion that the terms of the HOA are fair and reasonable and that the Collaboration is in the best interest of the Company.

6. INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED

None of the directors and/ or substantial shareholders and/ or persons connected to the directors and/ or substantial shareholders of Vivocom have any interest, whether direct or indirect, in the Proposed Collaboration.

7. ABOUT SHANGHAI CIVIL ENGINEERING GROUP CO LTD (“CREC SHANGHAI”)

CREC Shanghai was established under the restructuring strategy of China Railway Group Limited (CREC). As a comprehensive service-based construction group, CREC Shanghai features total assets of Chinese Yuan (“CNY”) 14.8 billion, with fixed assets valued at CNY1.78 billion. It has 12 wholly-owned subsidiaries, a branch company, 9 regional marketing offices and 5 operative offices. The Company also boasts 4,909 professionals of all kinds, and 3,100 skilled staff.

As a comprehensive construction service supplier featuring advanced technologies and management, CREC Shanghai is registered with Premium Grade Qualification of General Contracting for Railway and Real Estate projects, First Grade Qualification of General Contracting for Road, Municipal and Mechanical & Electrical Installation Project, First Grade Qualification of Specialized Contracting for Bridge, Tunnel, Road Subgrade, Railway Tracklaying & Girder Building and Steel structure Project Qualification of Specialized Contracting for Urban Rail Transit Project. CREC Shanghai is also dedicated to financing and investment operations as related to construction projects.

This announcement is dated 26 March 2018