1.         Introduction

The Board of Directors (“Board”) of the Company is pleased to announce that the Company had on 13 April 2023 entered into a Memorandum of Understanding (“MOU”) between Matrix Parking Solution Holdings Berhad (“Matrix”) and Netton Resources Sdn. Bhd. (“Netton”) (collectively as “Parties” and any one of them as “Party”) to establish the cooperation between Matrix and MPay for the management of the cashless payment system at the Langkawi International Maritime and Aerospace (LIMA) 2023 event (“Special Project”) and to form a joint venture between the Parties for the purposes of launching a mobile based automobile related financial technologies (fintech) application (“App”) in Malaysia and to venture into new automobile related businesses such as Electric Vehicle (“EV”) Charging and Event Organising ecosystem.

Matrix has appointed MPay as exclusive Fintech partner for the Special Project and the Parties will work towards achieving the Special Project successfully.

2.         Details of the Parties

2.1       Information on Matrix

Matrix is a public company listed on the LEAP Market of Bursa Malaysia Securities Berhad and incorporated under the laws of Malaysia and having its registered address at Y-BG-02, D’aman Kayangan, No, 1, Jalan PJU 1A/41, Ara Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia. The principal activity of Matrix is in the business of investment holding.

2.2       Information on Netton

Netton is a company incorporated under the laws of Malaysia and having its registered address at Y-110, Pejabat Pengurusan, No. 1, Jalan PJU 1A/41, Ara Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia. The principal activity of Netton is in the business of property maintenance and is the holding company of MATRIX.

3.         Rationale for entering into the MOU

The intention of the MOU is to kick start the business by launching a mobile based automobile related financial technologies (fintech) application in Malaysia with revenue and/or profit sharing and to set up a joint venture company within three (3) months for future expansion with other automobile business such as EV Charging and Event Organising ecosystem (“Joint Venture”).

4.         Salient Terms of the MOU

4.1       The obligations of MPay under the MOU are as below:-

(a)       To design and develop a Super App for the joint venture company (“JV Company”) using MPay Fintech building blocks.

(b)       MPay shall provide the budgetary costing which includes in-house and outsource for each module to the JV Company for board approval. The cost will be accrued as owing to MPay and can be paid off at later stage or to be used as paid-up capital. The cost structure shall always subject to the consent of the board of directors of MPay.

(c)       MPay shall initiate the application process with Malaysian regulatory bodies including but not limited to Bank Negara Malaysia in order to obtain the regulatory approval to launch the Super App.

(d)       To provide all necessary and reasonable technical, legal, commercial and compliance support as required to operate the Super App.

(e)       The JV Company owns the proprietarily Intellectual Property of the Super App that is specifically developed for the Joint Venture Company. Unless otherwise agrees by the Parties, each Party shall remain at all times the sole and exclusive owner of all right, title and interest in and to the proprietarily Intellectual Property that it owned or used prior to entry into this Agreement, or that it developed in the course of performance of this Agreement.

4.2       The joint obligations of Matrix and Netton under the MOU are as below:-

(a)        To provide all the available sites current or future sites that are managed by Matrix for APP implementation.

(b)        To engage with suppliers to provide hardware and application programming interface (API) that used to incorporate/integrate the following features into the App:-

• License Plate Recognition (LPR) system
• EV Charger
• Car Park Bay Lock and Booking System
• Event organizers and owners of the event premises
• Parking equipment
• Others relevant technologies

(c)       To manage the operation for all sites and the successful deployment of Super App into the projects secured.

4.3       The joint responsibilities and obligations of the Parties under the MOU is as below:-

The responsibility for customer service is jointly held by both parties, in particular Matrix shall be the responsible for operational matters and technical issue on the ground, while MPay will be responsible for technical aspects of the Super App and application servers hosted on the cloud.

5.         Financial Effects of the MOU

The MOU is not expected to have any material effect on the earnings per share, net assets per share and gearing of the Company for the financial year ending 31 December 2023, and issued and paid-up share capital and substantial shareholders’ shareholding.

6.         Risk Factors

The risks factors involved in this MOU at this juncture is minimal and in the event MPay enters into a definitive agreement, the management of the Company will exercise due care in considering the associated risks and benefits.

7.         Directors’ and major shareholders’ interest

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

8.         Statement by Directors

The Board of MPay, having taken into consideration all aspects of the MOU, is of the opinion that the MOU is in the best interest of the Company.

9.         Approvals required

The MOU is not subject to approval of the shareholders of MPay and any relevant government authorities.

This announcement is dated 13 April 2023.