1. INTRODUCTION
The Board of Directors of Leform Berhad ("Leform" or "the Company") wishes to announce that Leform has on 22 April 2026 entered into a Memorandum of Understanding ("MOU") with Nippon Steel Trading Corporation ("NSTC") and NST Trading Malaysia Sdn. Bhd. ("NSTM"). The MOU sets forth the terms and understanding among the Company, NSTC and NSTM for the establishment of a collaborative framework in order to maximize synergies among the Company, NSTC and NSTM (the "Collaboration").
2. INFORMATION OF NSTC
NSTC is a company incorporated in Japan on 2 August 1977 and having its principal place of business at Tokyo Nihonbashi Tower, 2-7-1, Nihonbashi, Chuo-ku, Tokyo 103-6025, Japan. NSTC is a multiple specialty trading company operating in the business of marketing and import/ export of steel, industrial supply and infrastructure, foodstuffs, textiles and others.
3. INFORMATION NSTM
NSTM is a company incorporated in Malaysia on 16 December 1995 under the Companies Act 1965 ("Act") as a private limited and having its principal place of business at Suite 33-5, 33rd Floor, Wisma UOA No.21, Jalan Pinang 50450, Kuala Lumpur, Malaysia. NSTM is principally involved in the distribution of steel and non-ferrous metal and wholesale of meat, fish, fruits and vegetables. NSTM is a wholly-own subsidiary of NSTC.
4. SALIENT TERMS OF THE MOU
(i) The Company shall to its best effort aim to increase its purchase of steel material from NSTC and NSTM, and NSTC and NSTM shall to their best efforts aim to meet and deliver steel material requirements of the Company within the tenure of the Collaboration.
(ii) Where the Company, NSTC and NSTM agree to collaborate in any particular project, the Company shall to its best efforts strive to procure as much of the steel materials as possible for such project (which may include, but not limited to construction projects) through NSTC and NSTM. In cases where the construction of a new factory is required for such projects, the Company shall consult with NSTM regarding the procurement of steel materials for the construction of such factory.
(iii) The Company shall assist NSTM to identify and negotiate with the Malaysian steel suppliers and mills to conclude commercially attractive terms and conditions for such projects identified in Section 4(ii) of this announcement and/or export such steel products outside Malaysia.
(iv) NSTC and NSTM shall to their best efforts, provide the Company's existing and future factories with knowledge, know-how, and technology to help improve profitability, enhance operational efficiency, and establish safe operational systems.
(v) The MOU is intended solely for the purpose of outlining mutual intentions and plans for the Collaboration among the Parties. Any collaboration in any project or scope set out above may be subject to definitive agreement(s) to be mutually agreed upon between the Parties.
(vi) The MOU shall remain in effect until 31 March 2036 unless earlier terminated in accordance with the MOU.
5. RATIONALE
Leform is principally involved in the business of manufacturing and trading of steel products.
Pursuant to the MOU, the Collaboration between Leform, NSTC and NSTM is expected to facilitate a more structured procurement arrangement, whereby Leform may source its steel raw materials through NSTM. This enables the management to better mitigate supply chain uncertainties, including fluctuations in availability and pricing of raw materials, while ensuring a more consistent and reliable supply for its manufacturing operations. The other collaborative arrangements include, amongst others, Leform to assist NSTM to negotiate with Malaysian steel suppliers and mills to secure more favourable procurement terms and NSTM to provide Leform's existing and future factories with relevant knowledge, know-how and technology to enhance operational efficiency. Accordingly, the Collaboration is expected to create mutual benefits and contribute positively to the future growth and performance of the Leform and its subsidiaries (the "Group") moving forward.
6. RISK FACTORS
The Board is not aware of any risk factors arising from the MOU as the MOU is a collaborative framework intended solely for the purpose of outlining mutual intentions and plans for the business collaboration among the parties and that there are no foreseeable significant risks arising from the MOU.
7. EFFECTS OF THE MOU
The execution of the MOU has no effect on the issued and paid-up share capital and the substantial shareholders' shareholding in Leform. The MOU is not expected to have any significant effect on the earnings, net assets and gearing of Leform for the financial year ending 31 December 2026.
8. STATEMENT BY DIRECTORS
Having considered all the relevant aspects including the rationale and effects of the MOU, the Board of Directors of Leform is of the opinion that the MOU is in the best interest of Leform Group. Leform will make further announcements should there be any material development on the status of the MOU pursuant to Rule 9.29 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad.
9. DIRECTORS AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors and/or major shareholders of Leform and/or person connected with them have any interest, direct or indirect in this MOU.
10. APPROVAL REQUIRED
The MOU is not subject to the approval of the shareholders of Leform or relevant government authorities.
11. DOCUMENTS FOR INSPECTION
The MOU is available for inspection at the Registered Office of Leform at 12th Floor, Menara Symphony, No.5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan during office hours from Monday to Friday (except on Public Holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 22 April 2026.