COMPANY: ACCSOFT TECHNOLOGY BERHAD (FORMERLY ...

COMPANY:

ACCSOFT TECHNOLOGY BERHAD (FORMERLY KNOWN AS ORIENTED MEDIA GROUP BERHAD) (“ACCSOFT” or “THE COMPANY”)

TYPE:

GENERAL ANNOUNCEMENT

SUBJECT:

COOPERATION FRAMEWORK AGREEMENTS WITH NANJI ECOMMERCE CO. LTD， NANJI E-COMMERCE (SHANGHAI) CO. LTD AND MR LIU SHI MIAO

1.

INTRODUCTION

The Board of Directors of ACCSOFT wishes to announce that its indirect wholly-owned subsidiary, Fujian Accsoft Technology Development Co. Ltd (“FATD”) has on 19 December 2016, entered into a Cooperation Framework Agreements (“Agreement”) with NanJi ECommerce Co. Ltd, a China listed company (“NECL”), NanJi E-Commerce (Shanghai) Co. Ltd (“NESCL”) and Mr Liu Shi Miao collaborating in exploring China e-commerce market for shoes products. 2.

INFORMATION 2.1 NECL NECL, a China listed company listed on Shenzhen Stock Exchange, involved in ecommerce business, including one stop service provider, one stop supply chain services, supply of products, provide service platform, consultancy and others. The director of the NECL including Zhang Yu Xiang, Zhang Yanni, Xu PeiPei, Shen Chen Xi, Yang Bin, Hu Xiao Wei, Yu Wei Min, Wan Jie Qiu and Xu Li Fang.

2.2 NSCL NSCL, a wholly own subsidiary of NECL, involved in e-commerce business, including one stop service provider, one stop supply chain services, supply of products, provide service platform, consultancy and others. The director of the NSCL including Zhang Yu Xiang. NECL and NSCL own the exclusive right for CARTELO brand and Nan Ji Ren trademarks in China respectively. 2.3 Mr Liu Shi Miao Mr Liu Shi Miao, aged 40, is a People’s Republic of China national bearing PRC Passport No. E74995345. Mr Liu has involved in the business of shoes products and brand management about ten years, he is very experienced in this industry and also the business operation and management.

3.

RATIONALE FOR ENTERING INTO THE AGREEMENTS The Agreement will enable all the parties to explore the Chinese market together and increase the business competitiveness in e-commerce for shoes products. This is in line with the ACCSOFT’s intention to increase in market presence in e-commerce related activities in China.

4.

SALIENT TERMS OF THE AGREEMENT Both FATD and Mr Liu will set up a new company (“NewCo”) which has the capability of production and sales of shoes products. FATD and Mr Liu will be responsible for the rights and obligations under this Agreement before the incorporation of NewCo and the rights and obligations shall be transferred to the NewCo after the NewCo is incorporated. All the parties mutually agreed with the following terms for CARTELO and Nan Ji Ren brands of shoes:

5.

a)

The NewCo incorporated by FATD and Mr Liu shall be equipped with the capability for the production and sale of shoes (not including leather shoes);

b)

Both NECL and NSCL agree to authorize the NewCo the rights for production and selling the shoes under CARTELO and Nan Ji Ren and NECL and NSCL will not interfere the share allocation of NewCo. However, if the NewCo is not set up by 30 December 2016, NECL has the right to look for new partner and to terminate the Agreement;

c)

After the incorporation of the NewCo, FATD and Mr Liu shall represent the NewCo to sign Trademark License Contract with NECL and NSCL;

d)

NECL will authorize the NewCo exclusive right to produce CARTELO brand shoes (not including leather shoes) in Fujian; NSCL will authorize the NewCo exclusive right to produce Nan Ji Ren brand shoes (not including leather shoes) in Fujian;

e)

NECL will authorize the NewCo exclusive right to operate the shoes products (not including leather shoes) under CARTELO in China;

f)

After the incorporation of the NewCo, Mr Liu will be responsible for the online operation and sale of the shoes products (not including leather shoes) under CARTELO and Nan Ji Ren, the online platform including but not limited to tmall.com, JD.com;

g)

The period for the exclusive rights is from the day the NewCo being incorporated until 1 November 2019.

h)

The NewCo need to produce not less than five million pairs of shoes for period from date of incorporation until 31 December 2017.

EFFECT OF THE AGREEMENT The execution of the Agreement is not expected to have material effect on the earnings, net assets and gearing of ACCSOFT for the current financial year ending 31 December

2016. Nonetheless, ACCSOFT expects positive contribution from the operation, promotion and marketing of the e-commerce services on its earnings in the future. The execution of the Agreement has no effect on the issued and paid-up share capital and the substantial shareholders’ shareholding in ACCSOFT. 6.

RISK FACTORS The execution of the Agreement are not expected to expose ACCSOFT to any new business risk as the Agreement are related to the Group existing business.

7.

APPROVAL REQUIRED AND APPLICATION TO RELEVANT AUTHORITIES The execution of the Agreement does not require the approval from the shareholders of ACCSOFT or any other authorities/parties.

8.

DIRECTORS AND MAJOR SHAREHOLDERS’ INTERESTS None of the Directors or major shareholders of ACCSOFT or persons connected with them have any direct or indirect interest in the Agreement.

9.

STATEMENT BY DIRECTORS The Directors of ACCSOFT, having considered all aspects of the Agreement, are of the opinion that the Agreement is in the best interests of ACCSOFT and its shareholders.

10.

DOCUMENTS AVAILABLE FOR INSPECTION The Agreement is available for inspection at the registered office of ACCSOFT at No. 3-2, 3rd Mile Square, No. 151, Jalan Kelang Lama, Batu 3 1/2 , 58100 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of one (1) month from the date of this announcement.

This announcement is dated 19 December 2016.