- INTRODUCTION
The Board of Directors of KTI Landmark Berhad (“KTI” or “the Company”) wishes to announce that the Company had on 16 June 2025 entered into a Memorandum of Understanding (“MOU”) with Pan-Pacific Construction Holdings Sdn Bhd (“PCHSB”) for the purpose of exploring and establishing a potential joint venture(s) for the purpose of funding, securing and executing a future project exclusively in Sabah (“Future Project”), subject to the Future Project being successfully approved by the relevant local authorities.
- INFORMATION OF PCHSB
PCHSB is a company incorporated in Malaysia and having its registered address at Suite 1-9-W1, 9th Floor, CPS Tower, Centre Point Sabah, No.1, Jalan Centre Point, 88000 Kota Kinabalu, Sabah.
PCHSB is a subsidiary company of Pacific Construction Co., Ltd., a public listed group incorporated in Taiwan and having its headquarters at No. 495 Guangfu South Road, Taipei City, Taipei, 110007 Taiwan and PCHSB forms part of its corporate structure.
- SALIENT TERMS OF THE MOU
3.1 Objective
The purpose of the MOU is to set out the terms and conditions which are to govern the collaboration between the parties in respect of the development and execution of the Future Project, subject always to the written approvals of the appropriate authorities and applicable laws, rules, regulations, policies, procedures, and guidelines.
KTI and PCHSB agreed to negotiate with each other on an exclusive basis and in good faith concerning or in relation to:-
(a) the feasibility study for the Future Project;
(b) the financial facilities for the Future Project; and
(c) the submission of the relevant plans for the written approvals of the relevant local authorities for the Future Project.
The parties agreed that the MOU merely provides for some of the terms, conditions and obligations of both parties and that they shall negotiate in good faith and the MOU shall be superseded by a new definitive agreement wherein detailed provisions shall be included and agreed to by both parties upon issuance of the written approval(s) by the relevant authorities.
3.2 Roles of the Parties
KTISB is required to:-
(a) assist in securing the Future Project in strict compliance with applicable laws, rules, regulations, policies, procedures, guidelines and requirements developed by the relevant local authorities from time to time;
(b) prepare the required drawings and plans in respect of the Future Project and to be submitted to the relevant local authorities for approval; and
(c) do all or such matters as may generally be necessary or required for the purpose of the Future Project.
PCHSB is required to:-
(a) render all assistance as may be required by KTI and/or its employees, agents, advisers, consultants, contractors or such other persons as may be nominated by KTI for the purpose of the Future Project; and
(b) to do all or such matters as may generally be necessary or required for the purpose of the Future Project.
3.3 Termination
The MOU shall remain in effect until the earliest to occur the following: -
(a) the execution of a formal binding agreement between the parties;
(b) mutual termination in writing by the parties;
(c) thirty (30) days’ written notice by either party without cause;
(d) either party provides fourteen (14) days’ written notice in the event that either party reasonably believes that continuing contractual relations may damage our reputation, compliance or legal standing; or
(e) either party provides seven (7) days’ written notice in the event that either party reasonably believes that the other party company, including but not limited to its employees, officers, directors, managers, advisors, agents, representatives, any person, entity or organization acting for or on its behalf or any person, entity or organization whoever related thereto, has or is engaged in corrupt, fraudulent, bribe, collusive, coercive practice or in violation of the applicable laws, rules and regulations of Malaysia and any state law of Sabah.
Termination of the MOU shall not affect any rights or liabilities accrued prior to termination, any obligations expressly stated to survive termination, or continuing enforceability of certain clauses which shall survive for a period of five (5) years from the date of termination.
- RISK FACTORS
The risk factors involved in this MOU at this juncture are expected to be minimal and in the event KTI enters into a future definitive agreement with PCHSB, the Board of Directors and Management of the Company will exercise due care in considering the associated risks and benefits.
- FINANCIAL EFFECT
The MOU will not have any effect on the issued share capital of KTI, the substantial shareholders’ shareholding, net asset per share and gearing. It is not expected to have any material effect on the earnings and KTI Group for the current financial year ending 31 December 2025 but is expected to contribute positively to the revenue and earnings of KTI Group for the financial years during the contract period.
- INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
None of the directors and/or major shareholders of KTI and/or person connected with them have any interest, whether direct or indirect, in the MOU.
- DIRECTORS’ STATEMENT
The Board of Directors of the Company, having considered all aspect of the MOU, is of the opinion that the MOU is in the best interest of the Company and its shareholders.
This announcement is dated 16 June 2025.
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