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 12 June 2024 entered into a Memorandum of Understanding (“MOU”) with SNS Network (M) Sdn. Bhd. [Registration No. 200001009450 (512056-K)] (“SNS Network”), a wholly owned subsidiary of SNS Network Technology Berhad, to evaluate and explore potential business collaboration in the areas set forth below:
a) To exchange technical expertise and industrial knowledge to co-launch the first Digital Transformation as a Service (DXaaS or DTaaS) for Generative Artificial Intelligence (AI) (“Service”) in Malaysia; and
b) The promotion, marketing and sales of the Service to their respective client bases.
(referred to as “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 SNS Network
SNS Network was incorporated on 21 April 2000 as a private company limited by shares with its registered address at 55A, Medan Ipoh 1A, Medan Ipoh Bistari, 31400 Ipoh. The principal activity of SNS Network is provision of Information Communications and Technology (ICT) products, services and solutions, device repair and related services as well as sale of broadband services.
The Directors of SNS Network are Ko Yun Hung, Pah Wai Onn, Eng Su Fern and Tham Sau Har. Ko Yun Hung and Pah Wai Onn are also the directors and substantial shareholders of its holding company, SNS Network Technology Berhad.
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 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 SNS Network, 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 12 June 2024.