Reference is made to the Company’s announcements made on 9 August 2022, 25 August 2022, 24 November 2022, 27 February 2023, 29 May 2023, 29 August 2023 and 28 November 2023. The Board of Directors of Nestcon wishes to update the status of the Memorandum of Understanding ("MOU") dated 9 August 2022 between Nestcon and Nam Heng Safety Glass Sdn. Bhd., as follows:-

1. INTRODUCTION

The Board of Directors of Nestcon (“the Board”) wishes to announce that Nestcon Solar Sdn. Bhd. (formerly known as Central Solar Sdn. Bhd.) (“NSSB”), a wholly-owned subsidiary of Nestcon Sustainable Solutions Sdn. Bhd., a 51% owned subsidiary of the Company had on 19 December 2023, entered into a supply and purchase agreement (“Agreement”) with Nam Heng Safety Glass (Sabah) Sdn. Bhd. (“the Customer”) in relation to develop, design, install, construct and commission a solar photovoltaic system with a plant capacity of 503.88 kWp (“PV System”) at the rooftop of the Customer’s premises at Lot 53, EOIZ Phase 2, KKIP, Jalan Sepangar, Menggatal, 88450 Kota Kinabalu, Sabah (“Site”).

(NSSB and the Customer shall hereinafter be collectively referred to as “Parties” and individually as “Party”).

2. INFORMATION ON THE CUSTOMER

The Customer is a company incorporated in Malaysia and its registered address is Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan. The Customer is principally engaged in manufacturing and marketing of safety glass, fabrication, installation and graphic design in glass and/or business of glasses trading.

3. DETAILS OF THE AGREEMENT

​3.1   Pursuant to the Agreement, NSSB shall develop, design, construct, install and commission the PV System in good condition on the Site in accordance with the MS 1837 Guidelines for Installation of Grid-Connected Photovoltaic System issued by the Department of Standards Malaysia, as may be amended from time to time.

3.2   The total contract price of the PV System is RM1,943,487.00 (“Contract Price”) and may be adjusted by change orders of the Customer in accordance with the terms of the Agreement. The Contract Price is made payable to NSSB in accordance with the progress payment schedule based on the completed milestone of the PV System as indicated in the Agreement.

3.3   The Agreement shall take effect on effective date (“Effective Date”). The Effective Date shall occur on the first day following the satisfaction of the following conditions, unless waived by either Party:-

  (a) completion of the power system study at NSSB's costs;

  (b) completion of a satisfactory physical inspection and assessment report of the Site by NSSB and/or its nominated representative to confirm in NSSB’s reasonable opinion the suitability or condition of the Site for the purposes of the Agreement; and

  (c) such other conditions as may be prescribed by NSSB.

3.4   The commercial operation date shall occur on the first day of the PV System is fully commissioned and is generating electrical output ("Commercial Operation Date"). 

3.5   The defect liability period shall be two (2) years from the Commercial Operation Date.

4. RISK FACTORS

The Agreement is in the ordinary course of business of Nestcon Group. As such, Nestcon Group will not be exposed to risks that Nestcon Group is not already exposed to. Nevertheless, the Group will take the necessary steps to mitigate the risks as and when they occur.

5. FINANCIAL EFFECTS 

  (a) The Agreement will not have any effect on the issued share capital and the shareholding of the substantial shareholders of Nestcon.

  (b) The Agreement is expected to contribute positively to the earnings and net assets of Nestcon Group upon the successful implementation and execution of the PV System.

  (c) The Agreement is not expected to have any and/or will not have any material effect on the gearing of Nestcon Group.

6. APPROVAL REQUIRED 

The Agreement is not subject to the approval of shareholders and any other relevant authorities.

7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 

None of the Directors and/or major shareholders of Nestcon or any persons connected with them have any interests, direct or indirect, in the Agreement.

8. STATEMENT BY THE BOARD OF DIRECTORS

The Board, having taken into consideration all aspects of the Agreement, is of the opinion that this Agreement is in the best interest of Nestcon Group.

This announcement is dated 19 December 2023.