Status of Corporate Proposals - DOC by jzi65410

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									Appendix 1

Note 9 – Status of Corporate Proposals

(i)      Investment agreement dated 17 November 2000 entered into between 1800Assist.com Sdn Bhd
         (“1800Assist”), Agensi Pekerjaan myHRpal.com Sdn Bhd (“myHRpal”), Kong Mun Yee, Sam
         Wah Yik and Loh Wei Chow for the proposed subscription of 1,000,000 new ordinary shares in
         myHRpal for a cash consideration of RM2,000,000. An application will be prepared for
         submission to the Foreign Investment Committee (“FIC”).

(ii)     Subscription agreement dated 31 October 2000 entered into between 1800Assist, Maymel
         Enterprise Sdn Bhd (“Maymel”), Teo Pang Huat, Chin Oi Mee for the proposed subscription of
         300,000 new ordinary shares in Maymel for a cash consideration of RM500,000. The transaction
         is pending FIC and other relevant authorities’ approvals.

(iii)    Shareholders’ agreement dated 31 October 2000 entered into between 1800Assist for the proposed
         joint venture with LogiQube Sdn Bhd in the formation of a joint venture company. The proposed
         joint venture is pending FIC approval.

(iv)     Stock Subscription agreement dated 15 September 2000 entered into between MOL and TCert,
         Inc. for the subscription of 80,000 new shares of common stock in TCert, Inc. for a cash
         consideration of USD1.5 million (approximately RM5.7 million). The transaction is still pending
         completion.

(v)      On 15 September 2000, 1800Assist and MCities.com Sdn Bhd (“MCities”) entered into a
         Subscription Agreement with Mr Hatadi Shapiro Supaat, for the proposed subscription by Mr
         Hatadi Shapiro Supaat of 138,880 new shares in 1800Assist and 65,790 new shares in MCities for
         cash consideration of RM9,473,397 and RM4,000,016 respectively. Approval from the FIC will
         be sought whilst a circular to the shareholders of MOL to seek approval for the said transactions
         will be despatched in due course.

(vi)     On 15 September 2000, MOL entered into a Share Sale Agreement with Mr Hatadi Shapiro
         Supaat, Encik Arsam Bin Damis, Vision Stream Sdn Bhd and Summit E-Commerce Sdn Bhd for
         the proposed acquisition by Mr Hatadi Shapiro Supaat of an aggregate of 125,000 existing shares
         in 1800Assist and 62,500 existing shares in MCities for cash consideration of RM8,562,603 and
         3,799,984 respectively. Approval from the Foreign Investment Committee will be sought whilst a
         circular to the shareholders of MOL to seek approval for the said transactions will be despatched
         in due course.

(vii)    On 15 August 2000, MOL entered into a Subscription Agreement with Iteru.net Pte Ltd
         (“Iteru.net”) existing shareholders and promoters of Iteru.net for the proposed subscription of 18
         new ordinary shares of par value SGD0.10 each representing 30% equity stake in Iteru.net for a
         cash consideration of USD3.6 million (or RM13.68 million). An information circular will be
         despatched to the shareholders of MOL in due course.

(viii)   On 26 July 2000, MOL entered into Shares Sale and Subscription Agreement with the vendors of
         Silicon Communications Sdn Bhd (“Silicon”) namely Sarawak Information Systems Sdn Bhd,
         Siliconnet Technologies Sdn Bhd, Plusky Sdn Bhd, Proliquest Sdn Bhd and the promoter, Mr Kho
         Han Mien for the proposed acquisition of 1,650,000 existing ordinary shares representing 17.37%
         in Silicon for a cash consideration of RM13,860,000 and the proposed subscription of 1,200,000
         new ordinary shares representing 12.63% in Silicon for cash subscription of RM10,080,000. An
         application to the FIC for the said proposals was submitted on 4 October 2000 and is pending
         approval. A circular to the shareholders of MOL will be prepared for despatch in due course.


                                                     Page 8 of 11
(ix)     On 13 July 2000, MOL entered into a Stock Purchase and Sale agreement with eNIC Corporation,
         Washing, USA for the subscription of 1,666,667 new shares of common stock of USD0.0001
         each representing 8.63% stake in eNIC Corporation for a cash consideration of USD25 million (or
         RM95 million). First payment of USD4.0 million has been paid with the corresponding 266,667
         shares of common stock been allotted to MOL and the balance USD21 million will be payable
         with full satisfaction of all conditions precedent .An application to Securities Commission (“SC”)
         pursuant to Chapter 19 of the SC guidelines will be submitted in due course.

(x)      On 27 June 2000, 1800Assist entered into an Investment agreement with Cyberfield Sdn Bhd,
         Ganesh Kumar Bangah and Mohd Zaini Noordin for the subscription of 1,080,000 new ordinary
         shares of RM1.00 each representing 60% stake in MOL AccessPortal Sdn Bhd (formerly known
         as Superior World Sdn Bhd) for a cash consideration of RM2,000,000. The FIC had on 16 October
         2000 approved the transaction and a condition was imposed that at all time to maintain its
         Bumiputra equity interest at 30%.

(xi)     On 19 June 2000, MOL entered into an Investment agreement with Lee Eng Thong, Lee Kong
         Seng and 1800Assist.com Sdn Bhd for the subscription of 918,000 new ordinary shares of
         RM1.00 each representing 51% stake in MOLBarter.com Sdn Bhd (formerly known as Angel
         Paradigm Sdn Bhd) for a cash consideration of RM2,250,000. The FIC had on 12 September 2000
         approved the transaction and a condition was imposed on MOLBarter.com Sdn Bhd to
         immediately increase its Bumiputra equity interest to 30%.

(xii)    On 9 June 2000, MOL entered into an Investment Agreement with Ting Heng Toon, Mathew
         Abraham and Andrew Conley, Esq. for the subscription of 1,800,000 new ordinary shares of
         RM1.00 each representing 60% stake in Neuratek.com Sdn Bhd (“Neuratek.com”) for a cash
         consideration of RM10.0 million. The FIC had on 16 October 2000 approved the transaction and a
         condition was imposed on NeuraTek.com to immediately increase its Bumiputra equity interest to
         30%.

(xiii)   On 2 June 2000, MOL entered into a Subscription agreement with Chang Yit Fei, Tang Chak
         Chee and Berjaya Group Berhad (“BGroup”) for the subscription of 700,000 new ordinary shares
         of RM1.00 each representing 35% stake in My2020.com Sdn Bhd (“My2020.com”) for a cash
         consideration of RM784,000 jointly with BGroup to subscribe for 55% stake in My2020.com. The
         FIC had on 11 September 2000 vide its letter to BGroup, approved the transaction and a condition
         was imposed on My2020.com to immediately increase its Bumiputra equity interest to 30%.

(xiv)    On 26 May 2000, MOL entered into a Mutual Cooperation and Investment agreement with TCert,
         Inc. for the proposed formation of a joint venture company (“JVC”)in Malaysia with an initial
         paid-up share capital of RM6,333,000 of which MOL will subscribe for its 60% stake for a cash
         subscription of RM3,799,800 subject to inter-alia a satisfactory feasibility study to be carried out
         by TCert, Inc. Following the feasibility study, TCert decided not to proceed with the JVC.

(xv)     On 9 May 2000, MOL entered into a Subscription Agreement with 3ntity.com Sdn Bhd (formerly
         known as Three-Entity Sdn Bhd) (“3ntity”), Redcape Systems Sdn Bhd, Kho Han Mien and Lee
         Yow Thong for the subscription of 110,000 new ordinary shares of RM1.00 each representing
         25% of the enlarged share capital of 3ntity for a cash consideration of RM12.35 million. The FIC
         had on 10 August 2000 approved the transaction and a condition was imposed on 3ntity to
         increase its Bumiputra equity interest to 30% before 31 December 2000. An information circular
         in relation to the transaction will be despatched to the shareholders of MOL in due course.




                                                      Page 9 of 11
(xvi)     Proposed joint venture between MOL and Cosway (M) Sdn Bhd (“Cosway(M)”) announced to the
          Exchange on 21 April 2000 for the subscription of 3.2 million new ordinary shares of RM1.00
          each representing 40% in eCosway.com Sdn Bhd (“eCosway.com”) for a cash subscription of
          RM3.2 million. The FIC had on 14 July 2000 approved the transaction and a condition was
          imposed on eCosway.com to increase its Bumiputra equity interest to 30% before 31 December
          2000.

(xvii)    MOL, on 18 March 2000, entered into an option agreement with 1800Assist, Vision Stream Sdn.
          Bhd., Ting Heng Biaw, Koh Khee Ngiap @ Ko Khee Ngiap, Wong Pei Hur, Sooi Took Seng and
          Soh Kong Fai for the rights to subscribe for 1,500,000 new ordinary shares of RM1.00 each
          representing 60% of the enlarged issued and paid-up share capital of 1800Assist for a total cash
          consideration of RM15,000,000. The transaction was deemed completed with the full exercise of
          the said option. The FIC had on 10 August 2000 approved the transaction and a condition was
          imposed on 1800Assist to increase its Bumiputra equity interest to 30% before 30 June 2001 and a
          circular to shareholders of MOL to seek their ratification for the said transaction will be
          despatched in due course.

(xviii)   MOL, on 18 March 2000, entered into an option agreement with MyETutor.com Sdn Bhd,
          (“MyETutor”), Corporate Frontiers Sdn. Bhd., Foo Seong Meng, Ting Heng Biaw and Chin Kean
          Jong for the right to subscribe for 1,500,000 new ordinary shares of RM1.00 each representing
          60% of the enlarged issued and paid-up share capital of MyETutor for a total cash consideration of
          RM9,000,000. The transaction was deemed completed with the full exercise of the said option.
          The FIC had on 10 August 2000 approved the transaction and a condition was imposed on
          MyETutor to increase its Bumiputra equity interest to 30% before 30 June 2001 and a circular to
          shareholders of MOL to seek their ratification for the said transaction will be despatched in due
          course.

(xix)     MOL, on 18 March 2000, entered into an option agreement with MCities, Summit E-Commerce
          Sdn. Bhd., Chin Chee Min, Foo Seong Meng, Ting Heng Biaw and Leong Kim Thye for the right
          to subscribe for 1,500,000 new ordinary shares of RM1.00 each representing 60% of the enlarged
          issued and paid-up share capital of MCities for a total cash consideration of RM11,000,000. The
          transaction was deemed completed with the full exercise of the said option. The FIC had on 10
          August 2000 approved the transaction and a condition was imposed on MCities to increase its
          Bumiputra equity interest to 30% before 30 June 2001 and a circular to shareholders of MOL to
          seek their ratification for the said transaction will be despatched in due course.

(xx)      MOL, on 2 March 2000, entered into an investment-cum-shareholders agreement with Neil
          Anderson Cumming, Stuart Duncan Cumming, Sii Eawsakul Cumming and Choo Choon Yeow, for
          the subscription of 37,050,000 new ordinary shares of HKD1.00 each, representing 50% equity
          interest in Asia-Web Direct (HK) Ltd at par for a total cash subscription of HKD37,050,000
          (equivalent to USD4.75 million or RM18.05 million) whereby the parties therein agreed to
          collaborate with each other in a joint-venture arrangement to promote, develop and enhance the
          business of the following companies involved in the following businesses:-

             Asia Web Direct Co. Ltd., Thailand - online travel reservations over the Internet;
             Phuket Island Access Co. Ltd., - destination portal website; and
             Asia Web Solutions Sdn Bhd - online travel reservations over the Internet;

          A partial subscription to the first tranche of payment was made in May 2000 and the transaction is
          still pending completion. An information circular to the shareholders of MOL will be despatched in
          due course.



                                                        Page 10 of 11
(xxi)   MOL, on 2 March 2000, entered into an investment agreement with World of Feng Shui Sdn Bhd
        (“WOFS”), Lim Phaik Kim, Jennifer Too Shiao Ching and Honey Lim Han Ni, for the subscription
        of 260,568 new ordinary shares of RM1.00 each, representing 60.8% equity interest in WOFS at an
        issue price of approximately RM63.83 per share for a total cash subscription of RM16,632,000. The
        FIC had on 6 June 2000 approved the transaction and a condition was imposed on WOFS to
        increase its Bumiputra equity interest to 20% before 31 December 2000 , subsequently to 30%
        before 30 June 2001. An information circular in relation to the transaction will be despatched to the
        shareholders of MOL in due course.




                                                     Page 11 of 11

								
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