The Board of Directors of Eduspec Holdings Berhad announced that the Company had on January 21, 2022 entered into a Memorandum of Agreement (MOA) with Industronics Berhad to set up a Special Purpose Vehicle (SPV) company to offer electronic hardware and school equipment to all 10,000 over schools in Malaysia by way of instalments, leasing or rental (Proposed JV). The Parties have agreed to co-operate, work together and assist each other in good faith to ensure the terms and conditions of the intended Joint Venture Agreement (JVA) are being formalized. It is generally agreed that the core role of Industronics is to supply electronic products for online education and secure funding and/or financing facilities for the JV business.

Whereas, Eduspec will play a major role in operation, penetrating markets (all types of Public Schools), sales and marketing with its expertise and experience in this industry. This MOA shall commence on the date of this MOA (Effective Date) and shall remain in effect for a period of one year from the Effective Date regardless of the diverse dates the Parties have signed the MOA. During the duration of this MOA, the Parties shall form a joint working group for the purpose of formalizing the JVA.

The joint working group shall discuss and agreed on the specific details of the Proposed JV. Any agreed Proposed JV is to be formalized through JVA subject to the terms and conditions mutually agreed by the Parties. This MOA shall terminate upon the earlier occurrence of the following: the Parties entering into the JVA pursuant to the mutually agreed terms and conditions; and either Party may terminate this MOA by giving one month's prior written notice of its intention to discontinue the MOA to the other Party and in which event, this MOA shall terminate immediately upon the expiry of the notice period.

The Parties shall not be held liable for any losses arising from the termination of this MOA. This MOA may be renewed upon the mutual agreement of the Parties. The Parties agreed that all information exchanged between them whether in writing or orally relating to or arising from this MOA or in connection with the Proposed JV whether before or after the date of this MOA shall be subjected to the strict obligations and confidentiality and shall be used only for the purpose in connection with this MOA.

Save for the above confidentiality provision in this MOA which shall be binding between the Parties notwithstanding the termination of this MOA, the Parties agree that this MOA is not intended to create a legal and binding rights or obligations but is merely a statement of bona fide intent of the Parties. The Parties agreed that any costs incurred for the purpose of this MOA shall be borne by the respective Parties.