DATED 28th August 2018

(1) NAME PARTNER 1 (NRIC No. XXX)

(2) NAME PARTNER 2 (Passport Number : XXX People’s Republic of China)

,,

LIMITED LIABILITY PARTNERSHIP AGREEMENT

This LIMITED LIABILITY PARTNERSHIP is dated 28/08/18 and made

BETWEEN:

1. PARTNER 1 (NRIC No. XXX)

2. XXX (Passport Number : XXX People’s Republic of China)

both residing at XXXXX Puchong, Selangor, Malaysia.

The parties (hereinafter referred to as the “Partners”) named above have agreed to enter into
a new Partnership subject to the terms and conditions of the Limited Liability Partnerships
Act 2012;

IT IS HEREBY AGREED as follows:

1. Definitions and interpretation

For the purposes of this Agreement the following expressions have the following
meanings:

“Accounting Year” means a calendar year ending on 31st December

in each year;

“Act” means the Limited Liability Partnerships Act 2012;

“Business” means the profession trade or business of to be

carried on by the LLP;

“Commencement Date” means 1st September 2018 or the date upon which
the LLP has been successfully registered

“LLP” means the limited liability Partnership to be

incorporated under the name which the Partners
have registered or shall seek to register at
Suruhanjaya Syarikat Malaysia (SSM).

“SSM” means Suruhanjaya Syarikat Malaysia (SSM)

“Partners” means those of the Initial Partners and/or such

other or additional persons as may from time to
time be appointed in accordance with the
provisions of this Agreement whose Partnership of
the LLP has not been determined in accordance
with those provisions;

“Compliance Officer” means a Partner to be appointed to deal with SSM

and other regulated government bodies;
2. Incorporation
The Partners shall complete and deliver to SSM all such documents and pay all such
fees as shall be necessary to lead to the incorporation of the LLP in accordance with
the Act.

The certificate of registration of the LLP to be issued under the Act shall be kept at
the Registered Office.

3. Commencement and duration

The provisions of this Agreement shall be deemed to have taken effect on the
Commencement Date.

The LLP shall carry on the Business and/or carry on such other or additional trade
profession or business as the Partners shall from time to time determine.

The LLP shall subsist until wound up in accordance with the provisions of the Act.

In the event that any Partner may be personally liable under any contract entered into
by him prior to the incorporation of the LLP which was for the benefit of the LLP and
with the express or implied consent of the other Partners then the LLP shall on
incorporation be deemed to ratify that contract and shall indemnify that Partner from
and against all claims, liabilities and costs in connection with it.

4. Name and registered office

The LLP shall be carried on in the name “XXX PLT” and subjected to SSM approval.
Partners may from time to time determine upon a change in the Name and/or the
registered office of the LLP.

The registered office shall be XXX Puchong, Selangor. The business shall also be
carried from such other places as may be mutually decided by the Partners from time
to time.

5. Place and nature of business

The Business shall be carried on by the LLP and the Partners have agreed to intend to
conduct the following business but not limited to :

 XXX

 Online buy and sell via Lazada, Shopee, 11street, Lelong and etc.

The Business shall be carried on at the under mentioned address, which shall also be
changed from time to time. The proposed business address is XXX, Selangor.
6. Accounts
It shall be the responsibility of the Partners to ensure that accounting records giving a
true and fair view of the Business and the affairs of the LLP shall be properly
maintained.

Such accounting records shall be:

 kept at the LLP’s registered office or at such other place as the Partners may
from time to time determine;
 open to inspection by the Partners; and
 kept for a period of seven years from the date they were made.
 A profit and loss account as at the Year End Date shall be prepared for each
Accounting Year together with a balance sheet as may be required by The
Limited Liability Partnerships Acts 2012.

7. Banking arrangements
The Partners agree that the Partnership shall enter into banking arrangements with any
bank or banks or other financial institutions as the Partners shall agree on. All cheques,
online banking, drafts and other instruments and documents on behalf of the
Partnership may be signed by any one of the Partners alone, unless otherwise agreed
between the parties. All Partnership money shall, when received from time to time, be
paid and deposited with the bankers of the Partnership to the credit of the Partnership
account.

8. Capital Contributions and Financing Requirements

The initial capital of the Partnership shall be:
 XXX 80% of capital and amount of cash contribution
of RM4,000 (Ringgit Malaysia : Four thousand only)
 XXX 20% of capital and amount of cash contribution
of RM1,000 (Ringgit Malaysia : One thousand only)

The initial capital so contributed by each of the Partners is credited to the capital
account (“Capital Account”) of each Partner. The following provisions of this Section 8
shall apply in respect of the capital contributions of the Partners:

 the capital funds of the Partnership shall belong to the Partners in the proportion
contributed by each Partner;

 any further contribution of capital required by the Partnership may be

contributed to the Partnership by any one or both of the Partners without
limitation as to the amount of such further capital contribution and any such
additional capital contribution shall be treated in the same manner as the initial
capital contributions above set out; and

 no Partner shall be entitled to interest on the amount of its capital contribution to

the Partnership.
9. Profits and losses
Until otherwise unanimously agreed by the Partners, and subject to the provisions of
this Agreement, the net profits, if any, of the Partnership as determined at the end of
each such Fiscal Year shall be allocated among the Partners in proportion to the
respective Capital Account of each of the Partners as calculated at the end of each
such Fiscal Year. All expenses incurred in the course of the Business and all losses,
if any, arising therefrom shall be borne out of the earnings of the Business, or in the
case of a deficiency, the losses shall be allocated amongst the Partners pro rata to
their respective individual Capital Accounts at the end of each such Fiscal Year.

10. Drawings
Each of the Partners may draw out of the Partnership, from time to time, on account
of its share of the net profits for the current year, a sum not exceeding their respective
Capital Accounts. Any sums drawn out by any Partner in excess of its share of the net
profits for any such year shall be repaid in full to the Partnership unless otherwise
unanimously agreed by the Partners.

11. Remuneration and claims to Partners

The Partners shall be entitled to remuneration for taking part in the conduct of the
LLP’s day to day business and the amount shall be paid monthly as follows:

 Xxx RM2,000 (Ringgit Malaysia : Two thousand only) and

shall commence upon immediately when business is generating income.

 xxx RM1,500 (Ringgit Malaysia : One thousand five

hundred only) shall only commence when employment
offer letter is issued.

The LLP shall also allow any claims incurred solely for the purpose of running the
operations of the LLP and shall include mileage claims, parking and toll charges
incurred.

12. Compliance Officer

The Compliance Officer shall be xxx (NRIC:xxx) and shall be responsible for the
doing of all acts, matters and things as required to be done under the LLP Act 2012
and the Limited Liability Partnerships Regulations 2012 (‘LLP Regulations 2012’) as
follows:

 Lodging or submitting of documents on behalf of Partners or the LLP as stated

in Regulation 6 of the LLP Regulations 2012;

 Registering changes in registered particulars of the LLP with SSM as and when
it occurs as required under Section 17 of the LLP Acts 2012;
 Keeping of registers and statutory documents at the registered office of the
LLP as required under Section 19 of LLP Acts 2012;
  Publishing the LLP’s name and the registration number outside its registered
office and place of business as required under Section 20 of the LLP Acts
2012; and
 Any other matters that may be required to comply with all statutes, regulations,
government agencies and other provisions of law.
.

13. Partnership Property

Unless otherwise unanimously agreed by the Partners or unless registered in the
name of a trustee, all Partnership property shall be registered in the name of the
Partnership in proportion to the Capital Account of each Partner.

14. Admission of New Partner

The new partner may not be introduced with the consent of all the existing Partners.
Such incoming partner shall give his prior consent to act as Partner of the LLP. The
profit sharing ratio of the incoming partner will be in proportion to his contribution
towards the capital of LLP.

15. Winding up
The Partnership shall be dissolved at any time by unanimous resolution of the
Partners passed at a meeting of the Partners called for that purpose. The
Partnership may also be terminated by unanimous agreement in writing signed by all
of the Partners.

In the event of the winding up of the LLP then any surplus of assets of the LLP over
its liabilities remaining at the conclusion of the winding up after payment of all money
due to the creditors of the LLP and all expenses of the winding up shall be payable by
the liquidator to the Partners in such proportions as their respective Partners' Shares
shall have borne to each other on last the day before the commencement of the
winding up.

[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

AS WITNESS the hands of the parties hereto the day and year first before written.

Signed by )

xxx )

Malaysia NRIC : xxx )

Signed by )

xxx )

(Passport No.: xxx People’s Republic of China) )