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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS SNS NETWORK TECHNOLOGY BERHAD ("SNS" OR "THE COMPANY")
UPDATE ON JOINT VENTURE AGREEMENT BETWEEN SNS NETWORK (M) SDN. BHD. ("SNS NETWORK"), MIMOS HOLDINGS SDN. BHD. ("MIMOS HOLDINGS") AND KELAB KEBAJIKAN DAN REKREASI MIMOS ("KKRM") - FULFILMENT OF CONDITIONS PRECEDENT, UNCONDITIONAL DATE AND INCORPORATION OF JOINT VENTURE COMPANY
SNS NETWORK TECHNOLOGY BERHAD
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
SNS NETWORK TECHNOLOGY BERHAD ("SNS" OR "THE COMPANY")
UPDATE ON JOINT VENTURE AGREEMENT BETWEEN SNS NETWORK (M) SDN. BHD. ("SNS NETWORK"), MIMOS HOLDINGS SDN. BHD. ("MIMOS HOLDINGS") AND KELAB KEBAJIKAN DAN REKREASI MIMOS ("KKRM") - FULFILMENT OF CONDITIONS PRECEDENT, UNCONDITIONAL DATE AND INCORPORATION OF JOINT VENTURE COMPANY
1. INTRODUCTION
The Board of Directors of SNS wishes to announce that further to the announcement dated 15 October 2025 in relation to the Joint Venture Agreement ("JVA") entered into between SNS Network, MIMOS Holdings and KKRM:
(a) all the Conditions Precedent stipulated under the JVA have been fulfilled and/or confirmed not applicable, and the JVA has accordingly become unconditional on 3 July 2026 ("Unconditional Date"); and
(b) the Joint Venture Company ("JVC") has been incorporated in Malaysia under the name MIMOS Network Sdn. Bhd. on 21 October 2025, with the following shareholding structure in accordance with the JVA:
Shareholder
No. of Shares
Shareholding (%)
SNS Network
490
49.0
MIMOS Holdings
460
46.0
KKRM
50
5.0
Total
1,000
100.0
2. FULFILMENT OF CONDITIONS PRECEDENT
Prior to the fulfilment of the Conditions Precedent, the Parties mutually agreed in writing to extend the original Cut-Off Date to 15 July 2026 ("Extended Cut-Off Date") to facilitate the fulfilment of the then-outstanding Conditions Precedent. The Conditions Precedent were subsequently fulfilled on the same date, rendering the Extended Cut-Off Date moot.
Pursuant to the terms of the JVA, the Parties had mutually acknowledged and confirmed in writing that all the Conditions Precedent have been fulfilled and/or confirmed not applicable, as summarised below:
Clause of JVA
Condition Precedent
Status
3(a)(i)
Completion of Validation Activities (opportunity validation, market study, financial modelling, business plan, legal and financial due diligence) 1
Fulfilled
3(a)(ii)
Draft constitution of JVC prepared and submitted for MIMOS Holdings' review and approval
Fulfilled
3(a)(iii)
Appointment of JVC Management in accordance with Clause 6.2(a) of the JVA
Fulfilled
3(a)(iv)
Opening of bank account in the name of the JVC
Fulfilled
3(a)(v)
Obtaining any other approvals, waivers or consents of any authorities or parties
Not Applicable
Note 1: The valuation of the intellectual property ("IP") and in-kind assets to be contributed by MIMOS Holdings towards the JVC has been completed by an independent valuation firm, Adastra IP (M) Sdn Bhd ("Adastra"), appointed with the full concurrence and consent of both MIMOS Holdings and SNS Network.
In view thereof, the JVA has become unconditional in accordance with its terms and conditions on 3 July 2026 ("Unconditional Date"). The obligations of the Parties pursuant to Clause 2.2 of the JV Agreement, including the subscription and payment of the total issued share capital of the JVC shall be effected within thirty (30) days from the Unconditional Date.