Corporate Treasury
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(FHB - Public-listed Company-Guarantor’s Letterhead)
CORPORATE GUARANTEE
To : Smart Magic Fans Manufacturing Sdn Bhd Lot 1, Jalan Lagoon Selatan, 47500 Bandar Sunway
Selangor Darul Ehsan
In consideration of you at our request and inducement having supplied or agreeing to supply
goods/services and/or having given or agreeing to give credit to iFan Electrical Products
Marketing Sdn Bhd (Company No. 2018007-X), of No. 2 Jalan Ara SD7/33, Bandar Sri
Damansara, 52200 Kuala Lumpur hereinafter called the 'the Customer') in such extent on such
terms and conditions and for so long as you may deem fit, we, Public-Listed Company
Berhad (Company No. 177777-X), a Company incorporated in Malaysia and having our
registered office at Wisma Sec Ret Ary, No. 8 Jalan SS8/88, 47888 Petaling Jaya, Selangor do
hereby irrevocably and unconditionally
a) guarantee, as principal/s and not merely as surety/ies the payment on demand of all monies
due to you and the discharge of all liabilities incurred to you by the Customer whether
alone or with any other body(ies) or person(s); and for the sum of up to Ringgit Malaysia
Four Million (RM4,000,000) only;
b) further undertake to indemnify and keep you indemnified against all losses, actions,
proceedings, claims, demands, costs, damages and expenses (including legal costs on a full
indemnity basis) which you may incur or sustain by reason of failure on the part of the
Customer to pay all monies due to you and discharge all liabilities incurred to you by the
Customer; and
c) this guarantee shall be a continuing guarantee to you for all outstanding sums due and
owing by the Customer’s account.
1. Interest at the rate of 1.5% per month shall be charged on any arrears in payment from the
date to the date of full settlement before as well as after judgment.
2. This Guarantee and Indemnity shall be without prejudice to and shall not be affected by nor
shall we be released or exonerated by any of the matters following, whether with or without
consent by or notice to us:
I. the refusal of any further supplies of goods to the Customer or the determination, increase or variation of any credit or terms of credit to the Customer;
II. the variation, exchange, renewal, release or modification of any securities, negotiable or otherwise including other guarantees which you may now or at any time hereafter hold
from the Customer or any other person or persons in respect of any monies hereby
guaranteed or the refusal or neglect to complete enforce or assign any judgment
specialty or other security or instrument negotiable or otherwise and whether satisfied
by payment or not;
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III. any time given or extended to the Customer and/or any other person or persons (including parties to any negotiable or other security instrument guarantee or contract)
including ourselves or any other indulgence granted to or release compromise
composition or arrangement made with the Customer and or any other person or
persons including ourselves; and
IV. the winding-up, liquidation or dissolution of the Customer or the death, bankruptcy, insanity or incapacity of the Customer.
3. Any statement of indebtedness in writing signed by any of your authorised officers shall
be conclusive proof of amount of indebtedness of the Customer to you and any
judgment recovered by you against the Customer in respect such indebtedness shall be
binding and conclusive on against us and our successors-in-title in all Courts of Law and
elsewhere.
4. This Guarantee and Indemnity shall be in addition to and shall not be in any way
prejudiced or affected by collateral or other security now or hereafter held by for all or
any part of the money hereby guaranteed nor shall such collateral or other security or any
lien to which may be otherwise entitled to or the liability of any or persons not parties
hereto for or any part of the monies hereby secured be in anyway prejudiced or affected by
this Guarantee and Indemnity. And all monies received by from us or the Customer or
any person or persons liable pay the same may be applied by you to any account or item of
account or to any transaction which the same may applicable.
5. Any money received hereunder may be placed and kept to the credit or a suspense account
or accounts for so long as you think fit without any obligation in the meantime to apply
the same or any part thereof in or towards discharge of any money or liabilities due or
incurred by the Customer. Notwithstanding any such payment, in the event of any
proceedings in or analogous to bankruptcy liquidation composition or arrangement,
you may prove for and agree to accept any dividend or composition in respect of the
whole or any part of such money and liabilities in the same manner as if this Guarantee and
Indemnity had not been given. If the Customer shall become bankrupt or in the case of
the Customer being a corporation become subject to winding-up proceedings whether
voluntary or otherwise you may notwithstanding payment to you by us or any person
of the whole or any part of the amount hereby guaranteed rank as creditor and prove
against the assets or estate of the Customer for the full amount of your claim and you
may and shall receive and retain the whole of the dividends to the exclusion of all our
rights as guarantors in competition with you until your claim is fully satisfied. No money
or dividend received by you in the bankruptcy insolvency or winding-up of the Customer
shall be treated as received in respect of this Guarantee and Indemnity or otherwise in
relation to us but the full amount hereby guaranteed shall be payable by us until you have
recovered from all sources one hundred sen in the Ringgit on the ultimate balance
outstanding against the Customer.
6. No assurance security or payment which may be avoided under any enactment relating to
bankruptcy or under Sections 293 or 294 of the Companies Act 1965 or any statutory
modification or re-enactment thereof and no release settlement or discharge which may
have been given or made on the faith of any such assurance security or payment shall
prejudice or affect your right to recover from us to the full extent of this Guarantee and
Indemnity as if such assurance security payment release settlement or discharge (as the
case may be) had been granted given or made.
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7. Save as may herein be otherwise provided any notice or demand hereunder shall be
deemed to have been sufficiently given if sent by prepaid post to our registered office
provided above or to our last known place of business or address and shall be presumed
to have reached us in the ordinary course of post.
8. We hereby declare that we have not received any security from the Customer for the
giving of this Guarantee and Indemnity and we agree that we will not as long as any
monies from time to time and at any time due and payable by the Customer remain
outstanding take any security from the Customer in respect of our liabilities hereunder
and we agree that in the event of our taking such security they shall be held in trust for
you and forthwith be deposited with you.
9. Our liabilities and obligations under this Guarantee and Indemnity shall continue to be
valid and binding for all purposes whatsoever notwithstanding any change by
amalgamation reconstruction or otherwise which may by made in your constitution, our
constitution or in the constitution of the Customer.
10. All monies received from or on account of the Customer from the any person or from the
realization of any security or otherwise shall be treated for all purposes as payments in
gross and not as appropriated or attributable to any specific part or item of the monies
owing to you even if appropriated thereto by the person otherwise entitled so to
appropriate. All securities now or at anytime held by you shall be treated as securities for
the said general balance. We will make no claim to such securities or any part thereof or
any interest therein unless and until we have paid all monies due from us under this
Guarantee and Indemnity and you have received the full amount of such general balance.
11. All sums payable by us under this Guarantee and Indemnity shall be paid in full
without set-off, counterclaim, condition or qualification of any nature whatsoever.
12. You shall have the right to set-off against any obligation which is due and payable or any
contingent liability under this Guarantee and Indemnity, all monies now or hereafter
standing to the credit of any of our account(s) with you or any company within the Smart Magic Group of Companies and for this purpose, we hereby irrevocably authorise you to collect on our behalf and give a valid receipt and discharge thereof all monies due and
owing to us by any such company within the Smart Magic Group of Companies.
13. This Guarantee and Indemnity shall be a continuing guarantee and security for all monies
whatsoever now or hereafter owing to you by the Customer whether alone or jointly and
severally with another or others and whether as principal or surety notwithstanding that the
Customer may at anytime or times cease to be indebted to you for any period or periods
and notwithstanding any settlement of account or accounts or otherwise.
14. Our liabilities hereunder shall subsist whether or not you have a legal right or claim
against the Customer and/or any other surety and /or against any security you may now or
at any time hereafter or from time to time have from or against the Customer or any other
person for any sum, loss or damage and whether or not you have availed yourself of your
legal remedies against the Customer and/or any other surety and/or against any security as
aforesaid.
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15. All costs and disbursements of and incidental to this Guarantee and Indemnity and the
collection of any monies due or to become due hereunder including your legal costs on a
full indemnity basis shall be borne by us.
16. No failure or delay by you in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise of any right, power or
privilege exclude any further exercise thereof or the exercise of any other right, power
or privilege.
17. Notwithstanding anything hereinbefore contained this Guarantee and Indemnity shall
not be avoided by the failure or neglect of any of the guarantors to execute same or any
guarantee, but shall be binding on those guarantors who have actually executed.
18. This Guarantee and Indemnity shall be binding upon our successors-in-title and
permitted as signs and your successors-in-title and` assigns.
19. This Guarantee and Indemnity shall be governed by and construed in all respects in
accordance with the laws of Malaysia and we hereby submit to the jurisdiction of the
Courts of Malaysia in any state which you may elect, in all matters connected with our
obligations and liabilities hereunder and we further agree that the service of any writ or
summons or any legal process in respect of any action arising out of or connected with
this Guarantee and Indemnity may be effected by forwarding a copy of the writ or
summons and statement of claim or other legal process by prepaid post to our registered
office set out above or at our last known place or business or address.
20. This Guarantee and Indemnity shall in all respects and for all purposes be binding and
operative until determined as to future transactions by sixty (60) days' (or such longer
period as you may stipulate) notice in writing to you by us. During the pendency of such
notice you may fulfill any requirements of the Customer based on agreements express or
implied prior to receipt of such notice and you may continue to supply goods and/or
give further credit or a accommodation to the Customer as you would have done had
you not received such notice and any monies due or remaining unpaid at or after the
expiration of such notice in writing shall form part of the whole amount outstanding.
Upon the expiry of the said notice, this Guarantee and Indemnity shall be determined as
to future transactions as regards the person who has given notice as aforesaid.
Dated this 6th day of May 2019.
The Common Seal of FHB - Public-listed Company Berhad )
(Co. No. 177777-X) was hereunto affixed in accordance )
with its Constitution in the presence of :- )
Dir Ec Tor Sec Ret Ary
........................... ....................…………
Director Director/Secretary