Exhibit 10.1
Date: July 1, 2016
Parties
| Name |
PGCG ASSETS HOLDINGS SDN BHD (PGCG) |
| Company Registration No |
983271-U |
| Address |
Registered Address : No.
37-2 (Room 1), Tingkat 2, Jalan Metro Perdana 7, Taman Usahawan Kepong, Kepong Utara, 52100 Wilayah Persekutuan Kuala Lumpur, Malaysia. |
| |
|
| Name |
Yong Tai Berhad (YTB) |
| Company Registration No |
311186-T |
| Address |
Registered Address : Ground
Floor, 8, Lorong Universiti B, Section 16, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia. |
Background
| A | PGCG is a 90% indirectly owned subsidiary of Prime Global Capital Group Inc, a public listed company in the USA.
Prime Global Capital Group Inc is in the core business of plantation (namely palm oil, oilseed and durian plantation), assets holding
and development of commercial and residential real estate properties. |
| B | YTB is public listed company in the Main Market of Bursa Malaysia Berhad with its core business in property development, and
Impression Melaka as their flagship project. |
| C | PGCG is the registered owner of all that piece of leasehold land located at Puncak Alam held under H.S.(D) 5460,
PT No. 9135, Mukim Ijok, Daerah Kuala Selangor, Negeri Selangor measuring approximately 21.8921 hectors (Land)
which has obtained the approval from Majlis Daerah Kuala Selangor of a development order dated 24 February 2016 and 3 March 2016
to develop 1,039 units of mixed development properties comprising of 2-storey boulevard shop office, stratified affordable shops,
surau, community hall, 4 types of high rise apartment, 2 types of affordable apartments, 2 ½ storey superlink homes, 2 storey
link homes, 2 storey cluster semi-detached homes, cluster homes, 2 storey semi-detached homes, and 2 storey bungalow homes (Mixed
Development Properties). |
| D | PGCG
and YTB (collectively the Parties and each a Party) intend to jointly develop the land
and construct the Mixed Development Properties (Proposed JV). |
| E | This
memorandum of understanding (MOU) is to record the Parties’ intention to
negotiate and finalise the terms in respect of the Proposed JV. |
Principal
terms
| (a) | The purpose of this MOU is as an expression of the Parties sincere desire and intention to use
their best endeavours and efforts to negotiate exclusively with each other with the objective that mutual agreement is reached
as to the terms and conditions for the structure and implementation of the Proposed JV, and the major commercial terms set out
in clause 2 (Commercial Terms) and such other terms and conditions to be agreed between the parties and to enter into the
JV Agreement. |
| (a) | In executing this MOU, YTB has not independently verified the accuracy of the information previously
furnished by PGCG. This MOU is to be used as a basis for continued discussions only and the furtherance of the interest of the
Parties in the Proposed JV that shall be subject to the fulfilment of the conditions precedent below. |
The key commercial terms are:
| (a) | The Parties are considering entering into the Proposed JV. |
| (b) | PGCG will provide YTB with all such information and documents as may be reasonably required to
jointly develop the Land. |
| (c) | The indicative Gross Development Value for the Proposed JV is estimated to be Ringgit Malaysia
Five Hundred Ten Million only [RM510,000,000.00] (equivalent to approximately United States Dollars One Hundred Twenty Five Million
only [USD125,000,000.00]) based on the exchange rate of USD1 : RM4.08 as at 9.00am, 14.06.2016. This estimated Gross Development
Value is an estimate and may be revised accordingly during the negotiation of the terms for the JV Agreement. |
| (d) | PGCG and YTB shall be entitled to 20% and 80% respectively of the estimated Gross Development Value
for the Proposed JV of RM510,000,000.00 (approximately USD125,000,000.00) or at such percentage or estimated Gross Development
Value as may be mutually agreed upon at a later date between the Parties. |
| (e) | The participation of the Parties in the Proposed JV is conditional upon the following conditions
precedent being fulfilled on or before 5.00pm, Malaysian time on the expiry of 4 months from the date of this MOU with an automatic
extension of 2 months from the expiry therefrom or such later date as agreed between the Parties (Termination Date): |
| (i) | finalisation of the negotiations between the Parties and the terms and conditions and execution
and delivery of the JV Agreement, in the form and substance that is satisfactory to the Parties; |
| (ii) | completion of all viability studies, assessments and due diligences as required by YTB including
but not limited to financial, legal, tax, technical and business due diligences and due diligence on the Proposed JV, and the Parties
being satisfied with the results of such viability studies, assessments and due diligences; |
| (f) | The Parties shall use reasonable efforts to negotiate and enter into the JV Agreement which will
reflect the terms of this MOU and contain such other provisions as are usual and customary in transactions of this nature including
customary representations and warranties, customary conditions to closing, indemnifications and covenants and the Parties are satisfied
on the warranties as agreed between the parties. |
| 3. | Confidential information |
| 3.1 | Disclosure of information |
| (a) | Subject to clause 3.1(b), the parties must: |
| (i) | keep the Confidential Information confidential; |
| (ii) | not disclose the Confidential Information to any other party; |
| (iii) | keep confidential the fact that Confidential Information has been provided or is being reviewed; |
| (iv) | keep confidential any discussions in relation to the Proposed JV, including the fact that the parties
are discussing the Proposed JV; and |
| (b) | Clause 3.1(a) will not apply in the following circumstances: |
| (i) | any disclosures required by law, an order of a court, tribunal, governmental or regulatory body
of competent jurisdiction or the listing rules of any stock exchange and with the prior written consent of the other Parties; or |
| (ii) | any disclosures to the Parties' representatives who reasonably require access to the Confidential
Information in order that the Proposed JV may be achieved (Representatives). |
| (c) | The Parties must establish and maintain security measures to ensure that any Confidential Information
in its possession or under its control are secure at all times and will cooperate in the issuance of any press release, announcement
or communication to Representatives, employees, clients, the public or otherwise, concerning the Proposed JV. |
"Confidential Information"
means:
| (i) | all information and know-how (in whatever form) disclosed by or on behalf of a party to the other
party or any representative; and |
| (ii) | any copies of the Confidential Information, |
but does not include any information
which is in or in the future comes into:
| (ii) | the lawful possession of the parties or any of its Representatives, |
other than through a breach of
the terms of this MOU.
| 3.2 | Conditions of disclosure |
To the extent
that any information may contain any estimates or projections, YTB has made reasonable inquiry into the subject matter of such
estimates and projections.
If the JV Agreement concerning
the Proposed JV are not executed by 5.00pm, Malaysian time on the Termination Date (or such later date as agreed between the parties)
for whatever reason, then the Parties are released from all further obligations and liabilities under this MOU.
Each Party must do everything
necessary, or reasonably required, by the other party, to give effect to the intentions of the parties as expressed in this MOU.
Each of the Parties will bear
its own expenses in relation to this MOU and the transactions contemplated hereby.
| 5.3 | Governing Law and Jurisdiction |
This MOU is governed by the laws
of Malaysia and the parties submit to the non-exclusive jurisdiction of its courts.
