1.0          INTRODUCTION

The Board of Directors of the Company wishes to announce that PBJV GROUP SDN BHD [REGISTRATION NO. 200001021929 (524536-A)] (“PBJV”), a wholly-owned subsidiary of the Company, had on 8 November 2021 entered into a Joint Venture Agreement (”JVA”) with NAZCO ENGINEERING AND CONSTRUCTION SDN. BHD. [REGISTRATION NO. 201801016383 (1278399-D)] (“NAZCO”) on the understanding to collaborate efforts and work as a team in venturing into potential business development(s) and project(s) within the states of Malaysia (and other regions) on upstream and downstream oil & gas Projects acceptable and capable by the Parties towards securing contracts and/or projects (hereinafter referred to as “the Project”) to perform works and provide services (hereinafter referred to as “Works”) as may be awarded by prospective clientele which includes any entities, the government, semi- government authorities and private sectors in Malaysia (hereinafter referred to as “Client”).

2.0          DETAILS OF THE PARTIES TO THE JVA

2.1   PBJV

PBJV is incorporated on 24 August 2000 as a private limited company by shares in Malaysia and having its registered address at BO3-B-13-1, Level 13, Menara 3A, KL Eco City, No. 3, Jalan Bangsar, 59200 Kuala Lumpur and business address at No. 3, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia.

The total issued share capital of PBJV is RM25,000,000 comprising 25,000,000 ordinary shares.

PBJV is in the business of providing and carrying out onshore and offshore pipeline services comprising pre-commissioning, commissioning and de-commissioning, offshore transportation and installation of pipelines and structure, EPCC of onshore pipeline and construction, topside major maintenance and hook-up and commissioning, ship management and chartering and underwater services and other related activities.

2.2   NAZCO

NAZCO is incorporated on 26 April 2018 as a private limited company by shares in Malaysia and having its registered address at No. 53, Jalan SS15/4, 47500 Subang Jaya, Selangor Darul Ehsan and business address at No. 14-2, 2nd Floor, Jalan USJ 1/33, Taman Subang Permai, 47600 Subang Jaya, Selangor Darul Ehsan.

The total issued share capital of NAZCO is RM5,000,000.00 comprising 5,000,000 ordinary shares.

NAZCO is engaged in engineering and specialised in tankage fabrication and installation activities whereby NAZCO is the only local company in Malaysia has the capability for double-wall tank fabrication and installation with experience and equipment to air raise the Dome Roof. NAZCO is also specialised in piping work and mechanical installation. In addition, NAZCO is a ClDB-certified G7 company and licensed PETRONAS vendor with paid-up capital of RM5 million having provided services to major clientele in the Oil and Gas and Petrochemical industry.

3.0          SALIENT TERMS OF THE JVA

All parties agreed with the following pursuant to the JVA:-

1. The Parties have agreed to co-operate and collaborate with each other in a joint venture and through the means of a joint arrangement to the formation of an unincorporated joint venture agreement (hereinafter referred to as “the JV”) for the purpose of the execution of the Works for the Project which shall be executed between the Client and the Parties hereto (hereinafter referred to as “the Contract”) for the performance of the Works. The Parties agree to work exclusively with each other to carry out the business venture of the JV and the Works in relation to the Project in Malaysia and other regions to be agreed upon by both Parties from time to time.    
2. The Parties agree on the following tentative split of responsibilities that will be further defined on a “Project-to-Project” basis: -

• PBJV’s primary responsibilities are to provide management and supervision in the JV, engineering, project and operation assurance, training, marine spread, technical and asset management expertise, onshore and offshore pipeline services comprising pre-commissioning, commissioning and de- commissioning, offshore transportation and installation of pipelines and structure, EPCC of onshore pipeline and construction, topside major maintenance and hook-up and commissioning, ship management and chartering and underwater services and other related activities, etc;
• NAZCO’s primary responsibilities are to provide technical support, expertise, manpower and equipment in the JV in respect of the Project which may include, to name a few, engineering, procurement, construction of tankage work, piping work and mechanical installation, etc;
• In addition thereto, the Parties hereby agree that the scope of work to be performed by the Parties for the Contract to be signed with the Client may vary based on ’project-to-project’ basis and will be divided among the Parties based on respective Party’s areas of expertise and resources guided by the ’Responsibility Matrix’ and ‘Project Work Matrix’ to be mutually agreed upon between the parties under a supplementary agreement during or after any tender process, which shall form the basis of the agreement between Parties.

4.0          ​RATIONALE

The joint venture would strengthen PBJV’s core competencies in the oil & gas industry and construction industry particularly in the specialization of tankage fabrication and installation activities.

5.0          RISK FACTORS

The risk related to the transaction in connection with the joint venture are typical to any commercial contract. These include breaches or non-performance of joint venture or other obligations under the joint venture.

6.0          FINANCIAL EFFECTS

Currently, the JVA is not expected to have any material effect on the earnings per share, net assets per share and gearing of the Company for the financial year ending 30 June 2022.

7.0          DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS AND PERSONS CONNECTED TO DIRECTORS AND MAJOR SHAREHOLDERS

None of the major shareholders and/or directors of the Company and/or persons connected with them have any interest, direct or indirect, in the JVA.

8.0          APPROVAL REQUIRED

The JVA is not subject to the approval of the shareholders of the Company or any regulatory authorities.

9.0          DOCUMENTS AVAILABLE FOR INSPECTION

The JVA dated 8 November 2021 is available for inspection at the business address of PBJV at No. 3, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara PJU 5, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia, during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement.

This announcement is dated 8 November 2021.