1. Introduction

The Board of Directors of AGMO wishes to announce that Agmo Studio Sdn. Bhd. [Registration No. 201201001183 (974707-M)] (“Agmo Studio”), a wholly-owned subsidiary of the Company, had on 11 May 2024 entered into a Memorandum of Understanding (“MOU”) with Koperasi Profesion Teknologi Berhad [Registration No. 202171401143] (“KoProTech”) to evaluate and explore potential business collaboration in the areas set forth below: 

a) The promotion, marketing and sales of Artificial Intelligence (AI)-powered Optical Character Recognition (OCR) digital business card (“Product”) to their respective client bases, in particular to the Malaysian public sector; and

b) To work together in exchanging industrial knowledge and technical expertise of each Party for the Product being developed by AGMO and marketed by both Parties to ensure the success of the collaboration.

(collectively the “Parties”, and individually the “Party”).

2. Information on the Parties

2.1  Agmo Studio

Agmo Studio was incorporated on 11 January 2012 as a private company limited by shares with its registered address at B-21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan Syed Putra Utara, 59200, Kuala Lumpur, Wilayah Persekutuan. The principal activity of Agmo Studio is provision of digital solutions and application development services.

The Directors of Agmo Studio are Tan Aik Keong and Low Kang Wen, who are the directors and substantial shareholders of AGMO.

2.2  KoProTech

KoProTech was established on 12 October 2021 as a co-operative under the Malaysia Co-Operative Societies Commission with its registered address at D-13-3, Melinjau #4, Jalan Melinjau P11E, Presint 11, 62300, Putrajaya. The principal activity of KoProTech is stakeholder engagement, promotion, marketing and sales services.

3. Salient Terms of MOU

3.1  Non-Binding

The Parties acknowledge and agree that other than Clauses 3 (Confidentiality), 4 (Publicity), 5 (Intellectual Property), 6 (Term and Termination) and 8 (Governing Law) of the MOU which shall be legally binding, the MOU is not intended to be legally binding but sets out the preliminary understandings reached by the Parties with respect to the proposed collaboration. The understandings reached by the Parties in the MOU shall comprise only a general scope of rights and obligations of each Party and the specific scope, initiatives, terms and conditions, and deliverables of the collaboration shall be further discussed, agreed, and confirmed by the Parties by way of definitive or supplemental agreement(s) superseding the MOU.

3.2  Terms and Termination

The Parties agree that the MOU can be terminated on the ground of non-execution by any Party or by mutual consent. Subject to earlier termination, the MOU shall take effect from the date first above written and remain valid until the earlier of:

(a) one (1) year, or

(b) the date the Parties have entered into definitive agreement(s) which supersede this MOU.

4. Rationale of the MOU

The purpose of the MOU is to undertake possible collaboration in the areas as disclosed in Section 1 of this announcement.

5. Financial Effects

The MOU is not expected to have any material effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholdings of the Company for the financial year ending 31 March 2025.

6. Risk Factors

The risk factors involved in this MOU at this juncture is expected to be minimal and, in the event the Company enters into a future definitive agreement with KoProTech, the Board of Directors and the management of the Company will exercise due care in considering the associated risks and benefits.

7. Directors’ and/or Substantial Shareholders’ Interest

None of the Directors and substantial shareholders of AGMO and/or persons connected to them have any interest, direct or indirect, in the MOU.

8. Statement by Directors

The Board of Directors of AGMO, having considered all aspects of the MOU is of the opinion that the MOU is in the best interest of AGMO.

9. Approval Required

The MOU does not require the approval of shareholders of the Company and any relevant government authorities.

10. Document Available for Inspection

The MOU is available for inspection at B-21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan Syed Putra Utara, 59200 Kuala Lumpur, W.P. Kuala Lumpur between 9.00 a.m. and 5.00 p.m. from Mondays to Fridays (except on public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 13 May 2024.