Super Heritage Brand Sdn Bhd

1st Board of Directors Meeting, 25 May 2016

4(c)

MANAGEMENT AGREEMENT BETWEEN TANJUNG LANGSAT PORT SDN BHD

(TLP) AND SUPER HERITAGE BRAND SDN BHD (SHB)

Currently TLP is licensed by the Johor Port Authority (JPA)as the operator of the
private jetty under Section 3(2) (v) Port Authority Act 1963 (Amendment 1992) to carry
on the business of operating, managing, and providing the services and /or facilities at
the TLP Terminal area. However due to certain factors, JPA through their letter to Johor
Corporation (JCorp)dated 17 May 2016 proposing to appoint a new company to
operate TLP Terminal area.
JCorp as the owner of the assets in TLP Terminal area has taken initiative to appoint a
new entity ie; SHB to become a new port operator to operate TLP Terminal area. This is
to ensure the port continuous is maintained and business run as usual since JCorp has
had made significant investment to boost the development in the TLP Terminal area.
Thus, as SHB is holding the Terminal Port Licence from the JPA, it is requirement for
SHB to enter into Management Agreement with TLP to manage the TLP Terminal area
since TLP has no more Terminal Port Licence to operate and manage the port area.
The terms and conditions of the propose Management Agreement as below :a) SHB shall undertake the Operation and Management throughout the
Operation and Management Period

b) SHB shall execute and perform the Operation and Management in a

proper manner in accordance wit h the good management and shall
comply with all la ws, statutes and any guidelines or direction issued
by TLP to SHB from time to time

c) SHB shall provide and perform its obligations under the Agreement
and take all appropriate measures expected of a company using due
care and skills of a professional person in undertaking similar works
to ensure the Operation and Management complies with the terms and
conditions of the Agreement and the relevant la ws and regulations

Super Heritage Brand Sdn Bhd

1st Board of Directors Meeting, 25 May 2016

d) SHB shall carr y out the Operation and Management in compliance

with the standards and requirements of the relevant health, safet y and
environmental qualit y management system

e) Operation and Management period shall be for Five (5) years

f) Operation and Management Fees shall be One Hundred Thousand

(RM100,000-00) per month

Super Heritage Brand Sdn Bhd

1st Board of Directors Meeting, 25 May 2016

4(d)

PORT TERMS AND CONDITIONS OF BUSINESS

As SHB is licensed by the JPA to carrying on the business of operating, managing
and providing the services and/or the facilities at the TLP Terminal area. There are
some Terms and Conditions shall apply to, and form an integral part of the Contract
between SHB and the Customers in accordance with which SHB makes its services
and /or facilities available to the Customers at TLP Terminal area.
The Customers shall comply with these Terms and Conditions together with all acts,
ordinances, by-laws (including but not limited to by-laws on hazardous cargoes),
regulations, policies and operation standards as may from time to time be specified
by the Authority, any other relevant government authorities, all international
conventions ratified by the Government of Malaysia relating to port operations and
any directions stipulated by SHB from time to time for the safe and convenient use of
the SHB Premises and the services and/or facilities at the TLP Terminal area.
In the absence of express acceptance by the Customers of the Terms and Conditions,
acceptance shall be implied in the following events :-

a) Upon receipt of an application or other forms of notification by SHB from the

Customers of their intention to berth a vessel and/ or use the services and/or the
facilities at the TLP Terminal area ; or

b)

Upon the Customer engaging SHB or transacting business with SHB for the use
of the services and/ or facilities whether by agreement or otherwise and the
Customer shall thereafter be bound by these Terms and Conditions.

We are proposing to the Board to use the previous Terms and Conditions of Business
used by TLP at TLP Terminal area provided minor changes on the Part IV regarding
the Services in relation to the vessels.

Super Heritage Brand Sdn Bhd

1st Board of Directors Meeting, 25 May 2016
4(e)

JETTY USAGE AGREEMENT (JUA) WITH PORT USERS

JCorp as the owner of the assets in TLP Terminal area once has made significant
investment to boost the development in the port area which has attracted investors
from local and international to use the facilities and services in TLP Terminal area.
Among investors and port users at TLP Terminal area as below :a) Langsat Terminal One Sdn Bhd
b) Langsat Terminal Two Sdn Bhd
c) Asiaflex Products Sdn Bd
d) Musim Mastika Oils and Fats (Malaysia) Sdn Bhd
e) Bahru Stainless Sdn Bhd
f)

Puma Energy (Malaysia) Sdn Bhd

Future port users at TLP Terminal area as below:

a) MSM Holdings Sdn Bhd
b) Langsat Marine Terminal Sdn Bhd
c) Langsat OSC Sdn Bhd
Therefore, we propose to have the JUA between current port users and SHB with the
same terms and conditions applied as entered between the port users and TLP
previously. Notification Letter shall be forwarded to the current port users for their
reference during the transition period (within three (3) months after 1 June 2016)

Super Heritage Brand Sdn Bhd

1st Board of Directors Meeting, 25 May 2016

4(f)

SERVICE LEVEL AGREEMENT (SLA) WITH OUTSOURCING PROVIDERS

SHB with licence given by the JPA has the right to carrying on the business of
operating, managing, and providing the services and/or facilities at the TLP Terminal
area. SHB shall engage Outsourcing Providers to provide the services and facilities to
SHBs Customers.
Listing of SHBs Outsourcing Providers as below :NO
1

OUTSOURCING PROVIDERS
Peninsular Mooring Sdn Bhd

Semar Moro Sdn Bhd

JLM Tech Sdn Bhd

Tunas Sejati Corporation Sdn Bhd

TYPES OF SERVICES
Mooring Boat
Mooring Gang
Stevedoring
Lashing and Unlashing Gang
Forklift
Cargo Gear (Shackle, Chain,

Sling etc
Stevedoring
Hot
Work

Seafasterning
Cargo Gear (Shackle, Chain,

Sling etc
Tower Light and Diesel
Stevedoring
Choking and Unchoking Gang
Lashing and Unlashing Gang
Forklift
Cargo Gear (Shackle, Chain,

Gang

Kith Marine & Engineering Sdn

Sling etc
Stevedoring

Bhd
Mirza Engineering

Hot

Seafasterning
Tower Light and Diesel7

Work

Gang

and

and

Super Heritage Brand Sdn Bhd

1st Board of Directors Meeting, 25 May 2016
7

Far

East

Crane

&

Transport

(Johore) Sdn Bhd

Mobile Crane
Forklift
Skylift
Trailer & Multi-axles (within port
area)
Mobile Crane
Forklift
Forklift
MPI

Superior Machinery (M) Sdn Bhd

Gan Fatt Forklift Machinery Sdn

10

Bhd
Dynanential Engineering Sdn Bhd

SHB to enter the SLA with the Outsourcing Provider in order to ensure the
smoothness of the operation and to monitor level of the services been provided to
SHB customers.