Memorandum of Understanding
This Memorandum of Understanding (“MOU”) is made to clarify the agreed upon matters with regard to the ongoing negotiation of Share Transfer of subject company (defined below) by and between
Lhotse (BD) Limited, Plot No. #60 & 61, Sector #03, Karnaphuli Export Processing Zone, North Potenga, Chattagram – 4204, Bangladesh, and
CBC Company Limited, 2-15-13 Tsukishima, Chuo-ku, Tokyo 104-0052, Japan (the “Transferor”).
1. Lhotse (BD) Limited (the “Transferee”) has shown its interest to purchase the goodwill and the property right of plant building and land of the following company (“Target”) to CBC (the “Transferor”) by means of transferring all of its shares.
CBC Optical Industries BD Co., Ltd., 2nd Factory,
Sector 3, Plot No. 16-17, K.E.P.Z., North Patenga, Chittagong, Bangladesh
2. The date of the closing of the Share Transfer transaction is currently expected to be set by sometime in August 2022, by which date Transferor shall use its commercially reasonable endeavour to completely settle the following matters:
- obtain NOC from BEPZA to proceed the Share Transfer transaction between the parties,
- obtain the other shareholder’s written agreement to transfer their shares,
- any other matters necessary to be settled in order to conclude into the Share Transfer Agreement such as:
- all credits, debts and loans/borrowings have been fully paid off,
- all tax matters related to Bangladesh tax authority and customs post audit have been completed without any findings,
- all current and fixed assets, including production equipment and fixtures, material inventories and off-the-shelf parts are disposed of,
- all employees have retired or made redundant and all labour related expenses, such as retirement allowances are paid off completely.
Notwithstanding the foregoing, if any of the said matters could not be settled by the aforesaid closing date, both Parties shall consult in good faith to determine the next expected date for closing.
4. Both Parties agree to keep in confidentiality the existence of this MOU and the fact that both Parties are under negotiation for the said transfer until the transfer is successfully completed.
5. This MOU is governed by and interpreted in accordance with the laws of Bangladesh.
Any disputes, controversies, or differences which may arise between the parties hereto out of or in relation to or in connection to this MOU shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre （SIAC）under the SIAC Arbitration Rules in force when the Notice of Arbitration is submitted.
The seat of this arbitration shall be Singapore.
The number of arbitrators shall be one.
IN WITNESS WHEREOF, the parties hereto have executed this MOU as of the date signed below.
Lhotse (BD) Limited CBC Company Limited
Name in print: Name in print:
Title: Title:
Date: Date: