DRAFT LEASE PROPOSAL

THIS PROPOSAL mad in Kuala Terengganu, Terengganu, on 12TH July

2017

BETWEEN

WARISAN KONSESI CHENDERONG SDN. BHD. (WKC) (Company No.

……………………) a private limited company incorporated in Malaysia
under the Companies Act 1965 .(hereinafter referred to as ‘’the First
Party”) on the one part;

AND

DONGBU MALAYSIA SDN. BHD. (Company No. 1218595-H) a private

limited company incorporated in Malaysia under the Companies Act
1965 in Joint proposal with WANGSA HARTAJAYA SDN. BHD (Company
No. 1125041-P) a private limited company incorporated in Malaysia
under the Companies Act 1965 which has its address at Hereinafter
referred to as the “Second Party” on the other part

WHEREAS :-

A. The First Party hereby declares that it is a company which is 100%

owned by the heirs/beneficiaries (hereinafter referred to as ”the
said heirs”) invested with the rights and interest in a parcel of land
 known as the Tanah Wakaf Konesi Chenderong (Chenderong
Concession Endowment Land) encompassing a total area of
63,448.00 (Sixty Three thousand, four hundred forty eight) acres
in the District of Kemaman, Terengganu (hereinafter referred to
as the “said land”).
B. The said land is land gifted His Royal Highness Almarhum Sultan
Zainal Abidin III Ibni Sultan Ahmad to his children and in-laws on
22nd Muharam 1324H which is in the year 1906 in the Georgian
Calendar. (a copy of the aforesaid land title deed in the form of a
gift grant (Geran Kurnia) is hereby attached as Attachment ‘A’ to
this Agreement), of which thereafter 3/8 part of the land had
been endowed in the year 1941 and 5/8 part of the balance land
was endowed on 13th June 1961, resulting in the whole parcel of
land becoming an ENDOWMENT LAND (TANAH WAKAF) put under
the administration of the TERENGGANU COUNCIL FOR THE
ISLAMIC RELIGION AND MALAY CUSTOMS (MAJLIS AGAMA ISLAM
DAN ADAT MELAYU TERENGGANU – MAIDAM).
C. The whole of the said land is currently leased to a few companies
which resulted in disputes by the said heirs and relevant
discussions are held to settle the various claims in a amicable and
peaceful manner.
D. The heirs assuming the name of the First Party is desirous of being
the SOLE AND PRIMARY LEASOR for the said land once a
settlement is achieved among the various interested parties.
E. The First Party agree, subject to the implementation of Clause D
above, to provide SUB-LEASE (PAJAKAN KECIL) a part of the said
land measuring 25,771 (Twenty five thousand, seven hundred and
seventy one) acres as shown in RED in the plan attached as
 ATTACHMENT ‘B’ in this Agreement (hereinafter referred to as the
‘said lease land’) to the Second Party for a period of 90(ninty)
years commencing from the date OF THE SIGNING of the SOLE
AND PRIMARY LEASOR AGREEMENT between MAIDAM and the
Second P
F. The First Party is responsible to urgently settle all legal matters
with MAIDAM and any other parties which are involved in the
matters and issues which arise and awaiting resolution.
G. The said sub-lease has to be registered with MAIDAM and the
Terengganu Land and Mines Office to give
acknowledgement/recognition that the rights to the sub-lease to
the Second Party is in accordance to the relevant laws and
regulations in force and/or implemented from time to time.

THE PARTIES HEREBY AGREE AS FOLLOWS :-

1. PRINCIPAL AGREEMENT TERMS

1.1 In return for the agreement by the Second Party to pay the
Goodwill sum to the First Party at the rate of RM 4,000.00
Ringgit Malaysia per acre for total contract land.
1.2 After confirmation of all terms and condition with both paries
Party “B” submit BLC (Bank confirmation Letter) for Major
bank with condition of agreement .
 (1)Letter of Confirmation of Appointment of the First Party by
MAIDAM as the Sole and Principal Leaser for the whole
said land for a period of 99 years.
1.3 Within a period not exceeding 14 (Fourteen) days from the
date of payment stated in Clause 1.2 above, the Second Party
shall pay the First Party the total balance sum, subject to
survey and confirmation of the boundaries of the said Sub
Lease land which has Oil Palm Cultivation, and implement the
following :
i. Lease Agreement encompassing the whole Chenderong
Concession land or for the said sub-lease land for 99
years to be signed between MAIDAM and The First
Party and registered with the Terengganu State Land
and Mines Office;
ii. The Sub-Lease Agreement between The First Party and
the Second Party for the sub-lease area for 90 years to
be registered with MAIDAM and the Terengganu State
Land and Mines Office.

2. ANNUAL LAND RENTAL

2.1 The agreed Annual Rental Fee for the validity period of the
Sub-Lease from the Date of Registration of the Sub-Lease
Agreement shall be in accordance to the following rates :

Year 1 – Year 30 @ RM 200.00 per acre per annum

Year 30– Year 60 @ RM 220.00per acre per annum
 Year 60 – Year 90 @ RM 250 per acre per annum
2.2 The total rental fees shall be paid in advance in the first week
of January of each year;

LEASE

3.1 Commencement of the Lease shall be on the date of the signing

of the Sub-Lease Agrement. The First Party shall not engage in

discussion with any Third Party regarding the said land (with the

exception of being subject to Clause 4 of this Agreement) and

shall hand over the said sub lease land to the Second Party, free

of encumbrance and any third party claims, to enable the First

Party to carry out its agriculture activities in a peaceful and

unhandled manner once the provisions of the Agreement had

been followed by both parties.

3.2 The First Party, upon receipt of application by the Second Party,

Shall have no objection to giving the Second Party the approval

To enter into Sub-lease Agreement which are drafted in

accordance to the provisions stated in the above Clause E with

whosoever party which the Second Party considers reasonable

and qualified to carry out agriculture activities on the sub

 leased land, subject to such such activities shall not change,

affect or result in loss of rights of the First Party in this

Agreement.

3.3 The Lease area is only approved for the development of

Agriculture/plantation development and the Second Party is

allowed to construct necessary buildings and structures required

for agriculture/plantation operation on the said land and shall

be responsible to remove, demolish and/or retain the said

buildings and structures as per required by the First Party at the

end of the lease period.

3.4 The First Party is entitled to build and operate factory or mill be

It by itself at its own cost or in co-operation with the Second

Party on part of the said sub –lease land for the purpose of

Processing the agricultural produce from the said sub-lease land.

4. RIGHT TO MINED MINERALS, UNDERGROUND RESOURCES

AND STONES
4.1 It is hereby agreed that any underground resources such as
minerals and rocks, including natural gas, petroleum,
hydrocarbon, and any other resources (hereinafter referred
to as the said mined resources) which are obtained from
the said sub-lease land is exclusively and unconditionally the
 property right of the First Party, and therefore excluded
from the said sub-lease, and whichever area which is
confirmed to be capable of such mineral extraction has to be
excluded from the said sub-lease and surrendered to the
First Party and the First Party shall reimburse to the Second
Party the total sum paid by the Second Party for the
excluded land without interest.
4.2 The First Party hereby agree that the Second Party shall be
given priority in setting up the industry activity, mining and
any activity linked to the mineral resources in co-operation
with the First Party subject to the Second Party accepting
the Terms and Conditions of co-operation decided by the
First Party.
4.3 The First Party and/or any party authorized by the First Party
has the right to enter the said Sub-Lease to conduct survey,
research/testing, exploration and production and extraction
of any mineral resources mentioned at any time without
interference or restriction by the Second Party subject to
such activity not interfering or affecting the rights of the
Second Party in the conduct of its Agriculture/ plantation
activities.
4.4 For the purpose of this Agreement, mining of natural
resources includes but not limited to rocks and stones,
marble, sand, earth, laterite, mud for kaolin, pottery and
bricks, silica, tin ore and such like resources obtained on or
below the said land;
4.5 It is hereby agreed that this Agreement does give the right
to the Second Party to carry out whatever survey,
 research/testing, exploration and production and/or extract
any mineral resource in the said sub-lease land without the
prior written approval of the First Party.
5. USAGE RIGHT FOR THE PURPOSE OF ALTERNATIVE POWER
GENERATION

5.1 The First Party has the exclusive right to use the said sub

-Lease land without any charge for the purpose of

Developing Alternative Power Generation Industries, be it

Solar, wind or Biomass, SUBJECT to such development not

affecting or causing the failure of the agriculture/plantation

development being carried out by the Second Party.

6. LEASE AGREEMENT TERMINATION

6.1 The Agreement will automatically lapse in the event the First
Party fails to get the Sole Principal Lease rights for the said
lease land from MAIDAM within SIX (6) months from the
date of signing of this Agreement. In such an event,
whatsoever payment made in accordance to Clause 1.1 is
required to be returned by the lawyers of First Party to the
Second Party. The Agreement shall be terminated without
either party making any claims against the other party.
6.2 This Agreement shall automatically lapse if the Second Party
fails to meet its obligation to pay to the First Party in
accordance to Clause 1.3 above, and whatever earlier
payment made shall be forfeited by the First Party and will
not be re-imbursed to the Second Party.
6.3 This Agreement shall automatically lapse in the event the
Second Party fails to fulfill and make payments to the First
Party in accordance to and as mentioned in Clause 1.4
above, and all payments made earlier shall be forfeited and
shall not be returned.
6.4 If the Second Party fails to pay the annual rental within the
period specified in Clause 2.4 above, then the First Party is
required to give written notice to the Second Party correct
the default and make payment within the period of 30
(Thirty) days of the date of issue of the notice. If the Second
Party fails again to to pay within the notice period, The First
Party is required to issue the final notice of demand to the
Second Party to make payment within 30 (Thirty) days of
the notice date, and in the event the Second Party also fail
to correct the payment default within the period given, the
Agreement will automatically lapse on the last day of the
final notice and no further notice shall be given. Upon the
lapse of the Agreement, the Second Party shall return the
said lease land to the First Party in a peaceful manner.
6.5 This Agreement will automatically lapse in the event the
Second Party is wound up by whichever Court of Justice.
6.6 After the termination of the Agreement in accordance to
Clause 6.1, 6.2, 6.3, 6.4 or 6.5, hence
a. All rights and authority which areprovided and obligations
within the Agreement shall be immediately cancelled;
b. The termination of the Agreement shall not affect or
prejudice the rights of the parties to claim for accrued
items prior to the termination of the Agreement.
7. KETENTERAMAN MILIKAN
In the event the Second Party pays the Annual Land Rental in
accordance to the provisions of this Agreement and have not
violated any of the provisions of this Agreement, the Second
Party is entitled to occupy and use the said Sub-Lease land
without any disturbance/disruption from the First Party or by
any other parties legitimately claiming rights provided by the
First Party.
8. PLANTATION OPERATION

The Second Party shall run the Oil Palm plantation operation
based on established and reasonable plantation principles and
techniques and before starting the operation in the plantation
the Second Party shall allow for the clearing of the said Sub-
Lease land of wild plants and carry out required work to avoid
negative impression and situations harmful to the
environment.

9. UNDANG – UNDANG DAN MAHKAMAH

9.1 This Agreement shall be in accordance to the Malaysian Law

and any relevant Enactment and amendments prevailing at
the time.
9.2 In the event of any dispute arising from this Agreement, or
in any matter which cannot be settled under the provisions
of Clause 10 below, then the aggrieved party may file for
court action in the relevant Court in Malaysia to remedy the
grievance.
10. SETTLEMENT OF DISPUTE
10.1 in the event of any dispute arising between the First Party
and the Second Party in connection with the provisions of
this Agreement or with regards to any matter which is not
covered by this Agreement, the parties shall first hold
discussion without prejudice and in good faith with due
consideration of the priorities of the parties in the
Agreement.
10.2 In accordance to Clause 9.1 above, after the parties to this
Agreement achieve settlement of the dispute/problem, then
the parties concerned shall sign the supplementary
Agreement to record the settlement reached and the said
supplementary Agreement shall form an integral part of this
Agreement.

11. SERVING OF NOTICES

11.1 Whichever party desiring to serve notice to the other party
is require to serve the notice as follows :-
a. All notice shall be given by writing be it in Bahasa
Malaysia or English;
b. The said Notice must be addressed to the other party
using address given in writing;
c. Delivery of the notice must be by Registered Post or Hand
Delivered;
d. Should the notice be hand delivered, the delivery must be
made during the day and common working hours in the
State of Terengganu and the acknowledgement of receipt
must di procured.
12. ATTACHMENTS
 Whatever Attachment, List, Plans and/or Schedules which
are attached with the Agreement, section or sub-section of
the Agreement whether read together or separately from
the Agreement must complement each other whichever is
more appropriate.
13. TIME
Time, whenever mentioned, is of the essence to this
Agreement.
14. LEASE AGREEMENT BINDING ON SUCCESSOR
This Agreement shall be binding upon Executor,
Administrator, Personal Representative, receiver and all
other types of genuine Representatives in accordance to the
law of the First Party and Second Party, including any party
which receive the interest of the heirs in respect of the said
land.
15. LEGAL COSTS AND COSTS OF REGISTERING THE LEASE
The Second Party shall be fully responsible to pay all costs
relating to legal matters, registration of Lease, Stamp Duty
on the said Agreement and all other Associated cost.

16. INSURANCE
The Second Party shall take suitable and adequate Insurance
Coverage in respect of the operation of the oil palm
Plantation on the said lease land.
Proposed by:
Company: Dongbu Malaysia Sdn. Bhd.
Name: Hong, Sanghoon
Position: Director