UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number: 001-41678
VCI Global Limited
(Translation of registrant’s name into English)
B03-C-8 Menara 3A
KL, Eco City, No.3 Jalan Bangsar
59200 Kuala Lumpur
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
On June 18, 2024, we issued a press release,
attached hereto as Exhibit 99.1, regarding a collaboration with Treasure Global Inc (“TGL”), a related company which has
certain directors who are also directors of VCI Global Limited (the “Company”) and certain executive officers who were previously
executive officers of the Company, to enhance TGL’s e-commerce platform. This collaboration is not yet binding as the parties have
signed a non-binding memorandum of understanding dated June 18, 2024, attached hereto as Exhibit 99.2, and do not have a definitive agreement
in place.
On June 24, 2024, we issued a press release, attached hereto as Exhibit 99.3, regarding an investment in TalkingData Group Holding
Limited (“TGHL”) of up to $30,000,000. On July 24, 2024, we entered into a Partnership Agreement, attached hereto as Exhibit
99.4, with TGHL which provides for an investment in TGHL of up to $30,000,000 and grants us exclusive rights to promote, market, sell
and distribute TGHL’s services and products in the Southeast Asia region.
On July 9, 2024, we issued a press release, attached
hereto as Exhibit 99.5, regarding a strategic joint venture with Cogia AG related to AI technology. This joint venture is not yet binding
as the parties have signed a non-binding letter of intent, dated July 9, 2024, attached hereto as Exhibit 99.6, and do not have a definitive
agreement in place.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 29, 2024 |
VCI Global Limited |
| |
|
|
| |
By: |
/s/ Victor Hoo |
| |
Name: |
Victor Hoo |
| |
Title: |
Chairman and Chief Executive Officer |
Exhibit Index
3
Exhibit 99.1
VCI Global Partners With Treasure Global Inc.
to Accelerate E-Commerce and Fintech Growth in Southeast Asia
JUN 18, 2024 8:39AM EDT
KUALA LUMPUR, Malaysia, June 18, 2024 (GLOBE
NEWSWIRE) -- VCI Global Limited (NASDAQ: VCIG) (“VCI Global”, “VCIG”, or the “Company”),
through its subsidiary, Credilab Sdn. Bhd., today unveiled its strategic collaboration with Treasure Global Inc (“TGL”)
to enhance TGL’s e-commerce platform, ZCITY App, into an advanced AI-driven Super App (“ZCITY Super App”). In this strategic
partnership, VCIG will leverage TGL’s extensive user base of approximately 3 million users, gaining immediate market access to expand
its comprehensive suite of financial services.
As fintech assumes a pivotal role in today’s
digital economy, its impact on e-commerce is indispensable, offering sophisticated tools and platforms that seamlessly streamline transactions.
In this new partnership, Credilab is bringing its cutting-edge proprietary fintech and microfinancing capabilities and leveraging VCIG’s
collaboration with Cogia GmbH, offering industry-leading secured messaging technology, which converges fintech and e-commerce. By
incorporating secured messaging, a digital wallet, and AI-driven microfinancing features into TGL’s ZCITY Super App, this integration
promises a revolutionary unified platform that elevates every aspect of digital transactions, delivering a seamless, secure, and highly
efficient user experience.
This partnership marks a significant advancement
towards enhancing financial inclusion across Southeast Asia by leveraging cutting-edge technology to deliver seamless financial
services benefiting both companies and their users. The initial phase of this initiative will launch in Malaysia, which has a population
of more than 33 million. This strategic decision grants VCI Global swift access to a diverse and dynamic user base, accelerating the Company’s
full range of financial services and reinforcing its strategic position in the Southeast Asia fintech and e-commerce landscape.
“By leveraging TGL’s expansive user
base of 3 million, this strategic partnership not only expands our geographical reach but also accelerates our deployment of innovative
solutions, promising long-term value for our shareholders,” said Dato’ Victor Hoo, Group Executive Chairman and Chief
Executive Officer of VCI Global.
About VCI Global Limited
VCI Global is a diversified holding company. Through
its subsidiaries, it focuses on consulting, fintech, AI, robotics, and cybersecurity. Based in Kuala Lumpur, Malaysia, our main operations
are centered in Asia, with significant visibility across Asia Pacific, the United States, Europe, and the Middle
East. VCIG primarily offers consulting services in capital markets, real estate, AI, and technology. In technology businesses, the company
operates a proprietary financing platform that serves companies and individuals, as well as a secured messaging platform serving governments
and organizations. We also invest, incubate, accelerate, and commercialize businesses and technologies in AI and robotics.
For more information on the Company, please log
on to https://v-capital.co/.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow
its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors,
including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects
of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain
partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive
products and pricing, successfully managing and, general economic conditions and other risk factors detailed in the Company’s filings
with the United States Securities and Exchange Commission (SEC). The forward-looking statements contained in this press release
are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements
in this release, except in accordance with applicable law.
CONTACT INFORMATION:
For media queries, please contact:
VCI Global Limitedenquiries@v-capital.co
Exhibit 99.2
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”),
with an effective date of 18 June 2024 (“Effective Date”), is entered into by and between:
| (1) | TREASURE GLOBAL INC, a company incorporated in the United
States, with its registered address at 276 5th Avenue Suite, 704 #739 New York, NY 10001, United States (“TGL”); and |
| (2) | CREDILAB SDN BHD (Company No. 202001025173 (1381493-W)),
a private company incorporated in Malaysia, with its registered office at Suite 15, 6th Floor, IOI Business Park, Bandar Puchong Jaya,
47170 Puchong, Selangor, Malaysia (“Credilab”). |
The parties above are referred to individually
as a “Party” and collectively as the “Parties”.
BACKGROUND
| (1) | The Parties intend to commence diligent discussion on the proposed
strategic partnership between the Parties to build an AI-driven digital application (“ZCITY Super App”) by integrating
secured messaging, digital asset wallet, and micro-financing solutions into the application. |
| (2) | TGL and Credilab intend to collaborate to integrate AI and fintech
technologies into the ZCITY Super App to offer micro-financing services to the users of the ZCITY Super App. |
| (3) | This MOU is not intended to be legally binding except as specially
set out below, but to confirm their mutual understanding to date concerning the possible future binding agreement regarding such investment
opportunity and business collaborations between the Parties. |
The purpose of this MOU is to set forth the key
elements and terms for the strategic partnership between the Parties in the integration of solutions and services in the ZCITY Super App.
It is mutually agreed upon and understood by the
Parties that:
| 2.1 | The Parties shall use its best efforts to forge a strong partnership
and nurture the growth of their collaborative endeavors as partners in the integration of solutions and services in the ZCITY Super App. |
| 2.2 | The Parties shall collaborate closely, pooling their respective
strengths and resources to the enhancement of the ZCITY Super App. |
Each party shall bear its own costs and expenses
(including legal fees) incurred in connection with the preparation, negotiation, execution and performance of this MOU and all documents
incidental or relating to Completion.
Each Party shall indemnify, defend, and hold harmless
the other party from all claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements
of counsel), judgements, settlements and penalties of every kind to the extent resulting from, arising out of, or incurred in connection
with (a) any breach by such Part of any agreement or obligation contained herein and/or (b) the negligent, intentionally wrongful or illegal
acts or omissions of such Party.
The term of this MOU will commence on the date
of this MOU, and unless earlier terminated as set forth herein, will continue until the earlier of the execution and delivery of the definitive
agreements for a period of eighteen (18) months from the Effective Date, subject to extension if mutually agreed in writing by the Parties.
| 6. | WAIVER AND SEVERABILITY |
Any failure to enforce or delay in enforcing any
provision of the MOU will not constitute a waiver thereof or of any other provision. If any provision of this MOU will be held by a court
or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provision will be limited or eliminated to the
minimum extent necessary so that this MOU will otherwise remain in full force and effect.
The Parties acknowledge that this MOU constitutes
the entire understanding between the Parties with respect to its subject matter, and all prior and contemporaneous negotiations, representations,
agreements and understandings, whether written or oral, are merged into, extinguished and completely expressed hereby.
| 8. | GOVERNING LAW AND DISPUTE RESOLUTION |
This MOU shall be governed
by and construed in accordance with the laws of the United Kingdom. The parties hereto irrevocably submit to the non-exclusive jurisdiction
of the United Kingdom.
This MOU may be signed in any number of counterparts,
each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF this MOU has been executed
on the day and year first above written.
| SIGNED
by CARLSON THOW |
) |
|
| for and on behalf of |
) |
|
| TREASURE GLOBAL INC |
) |
|
| |
|
|
| SIGNED by HENRY CHAI CHING LOONG |
) |
|
| for and on behalf of |
) |
|
| CREDILAB SDN BHD |
) |
|
-3-
Exhibit 99.3
VCI Global Acquires Large Stake in a US$1.1
Billion Valuation AI Technology Company
JUN 24, 2024 8:29AM EDT
KUALA LUMPUR, Malaysia, June 24, 2024 (GLOBE
NEWSWIRE) -- VCI Global Limited (NASDAQ: VCIG) (“VCI Global”, “VCIG”, or the “Company”),
has signed an agreement to invest up to US$30 million in TalkingData Group Holding Limited.
TalkingData Group Holding Limited (“TalkingData”),
is one of Asia’s largest providers of big data analytics and AI-powered solutions, serving major global brands such as Google,
Yahoo, L’Oréal, PepsiCo, and Nike. TalkingData is backed by prominent investors, including China Resources Capital (“CR
Capital”), Softbank’s SB China Venture Capital (SBCVC), JD.com, VMS Asset Management, Northern Light Venture
Capital, among others. This investment leads VCIG to emerge as a substantial shareholder in TalkingData as well as granting VCIG exclusive
rights for TalkingData’s data AI products and services in Southeast Asia, thereby enhancing its footprint in the rapidly expanding
data analytics sector.
TalkingData intends to leverage VCI Global’s
expertise in both capital markets and technology to strengthen its presence and capabilities in Southeast Asia. Last year, CR
Capital led the previous funding round for TalkingData at a valuation of US$1.13 billion. This year, R.C.W. Capital Limited from Hong
Kong is participating in this investment round. Looking ahead, TalkingData plans to pursue a public listing on the US market in the
near future, reflecting its ambitions for continued growth and market leadership.
“We are delighted to partner with VCIG,
whose deep expertise in capital markets and technology will be instrumental as we expand our footprint in Southeast Asia and
capitalize on the region’s burgeoning data analytics market,” said Leo Cui Xiaobo, Chief Executive Officer of TalkingData.
Dato’ Victor Hoo, Group Executive Chairman
and Chief Executive Officer of VCI Global stated, “This strategic stake acquisition marks a significant milestone and catalyst for
VCIG’s growth. Our partnership with TalkingData and the exclusive rights to their data AI solutions in Southeast Asia position
us at the forefront of the region’s dynamic data analytics sector. We look forward to leveraging this opportunity to drive innovation,
deliver value, and strengthen our market leadership in the years ahead.”
About VCI Global Limited
VCI Global is a diversified holding company. Through
its subsidiaries, it focuses on consulting, fintech, AI, robotics, and cybersecurity. Based in Kuala Lumpur, Malaysia, our main operations
are centered in Asia, with significant visibility across Asia Pacific, the United States, Europe, and the Middle
East. VCIG primarily offers consulting services in capital markets, real estate, AI, and technology. In technology businesses, the company
operates a proprietary financing platform that serves companies and individuals, as well as a secured messaging platform serving governments
and organizations. We also invest, incubate, accelerate, and commercialize businesses and technologies in AI and robotics.
For more information on the Company, please log
on to https://v-capital.co/.
About TalkingData Group Holding Limited
TalkingData is a leading data intelligence service
provider in China, dedicated to transforming enterprises and improving human life through data-driven decisions. TalkingData builds
a robust ecosystem focused on connectivity, security, and data sharing. With the coverage of more than 2.0 billion unique smart devices
(including smart phones, tablets, smart TVs, wearable devices, etc.) TalkingData offers unique and best-in-class mobile big data services
for mobile developers and mobile-first enterprises.
For more information on TalkingData, please visit www.talkingdata.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow
its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors,
including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects
of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain
partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive
products and pricing, successfully managing and, general economic conditions and other risk factors detailed in the Company’s filings
with the United States Securities and Exchange Commission (SEC). The forward-looking statements contained in this press release
are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements
in this release, except in accordance with applicable law.
CONTACT INFORMATION:
For media queries, please contact:
VCI Global Limitedenquiries@v-capital.co
Source: VCI Global Limited
Exhibit 99.4
Dated
24 June 2024
Between
VCI
GLOBAL LIMITED
(“VCIG”)
And
TALKINGDATA
GROUP HOLDING LTD
(“Talking
Data”)
PARTNERSHIP
AGREEMENT
PARTNERSHIP
AGREEMENT
THIS
PARTNERSHIP AGREEMENT (“AGREEMENT”) is made on 24 June 2024 (“Effective Date”).
BETWEEN:
VCI
GLOBAL LIMITED, a company having its business address at B03-C-8, Menara 3A, No 3, Jalan Bangsar,
KL Eco City, 59200, Kuala Lumpur (“VCIG”);
AND
TALKINGDATA
GROUP HOLDING LTD, a company having its business
address at Rm 302 Aviation Services Plaza Building 2 39 Dongzhimenwai St Beijing, 100010 China (“Talking
Data”).
(VCIG
and TalkingData shall hereinafter be referred to each as a “Party” and collectively, as the “Parties”.)
WHEREAS,
The Parties agree that this Agreement shall act as a foundation in establishing a relationship between the Parties subject to the
conditions mutually agreed between the Parties in the subsequent definitive agreement.
NOW
THEREFORE in consideration of the mutual promises and covenants herein contained, the Parties hereby agree as follows:
| 1.1 | The
Parties intend for this Agreement to provide the foundation and structure for any and all
possible anticipated binding agreement relating to the Exclusive Distributorship Rights (as
defined below) and to be granted by TalkingData to VCIG, as well as the Investment by VCIG
to Talking Data. |
| 1.2 | The
Parties hereby agree that this Agreement shall not establish or create any legally binding
agreement or obligation. Instead, it is an agreement between the Parties to work together
in such a manner to encourage an atmosphere of collaboration and alliance in the support
of an effective and efficient partnership to establish and maintain objective and commitments
with regards the matters related to Exclusive Distributorship Rights and the Investment. |
| 2.1 | The
Parties shall work together in a cooperative and collaborative effort and manner to bring
about the achievement and fulfillment of the purpose of this Agreement. |
| 2.2 | It
is not the intent of this Agreement to restrict the Parties to this Agreement from the Parties’
involvement or participation with any other public or private individuals, agencies and organizations. |
| 2.3 | The
Parties shall at their best effort to communicate, contribute or take part in any or all
phases of the planning, launching and development of the services and products to be distributed
by Talking Data to VCIG under the Exclusive Distributorship Rights in Southeast Asia region. |
| 2.4 | The
Parties shall at their best effort to communicate, contribute or take part in any or all
phases of the proposed Investment. |
VCIG
agrees to invest in Talking Data for up to United States Dollar Thirty Million (USD30,000,000.00) (“Investment”) based
on the valuation of United States Dollar One Billion One Hundred Million (“USD1,100,000,000”) of the Company.
| 4. | GRANT
OF EXCLUSIVE DISTRIBUTORSHIP RIGHTS |
TalkingData
intends to leverage VCIG’s expertise in both capital markets and technology to strengthen its presence and capabilities in Southeast
Asia. As such, TalkingData agrees to grant VCIG the exclusive right to promote, market, sell and distribute TalkingData’s services
and products in the Southeast Asia region (“Exclusive Distributorship Right”)
| 5.1 | This
Agreement shall take effect on the Effective Date and be valid for a period of ONE (1)
year (“Term”). |
| 5.2 | This
Agreement may be terminated at any time by either Party upon THIRTY (30) days written
notice to the other Party. |
| 5.3 | Notwithstanding
the termination of this Agreement, the confidentiality obligations in this Agreement shall
survive the termination of this Agreement for ONE (1) year, or until the Confidential
Information in question ceases to be confidential, whichever is later. |
| 6. | CONFIDENTIAL
INFORMATION EXCEPTIONS |
| 6.1 | The
Confidential Information shall mean: |
| 6.1.1 | any
information, materials, records and/or documents which is disclosed by or on behalf of either
Party in relation to the transaction or the business or operations of either Party or its
affiliates, regardless of form in which such information was communicated or maintained,
whether in written, electronic or machine readable form or orally, whether or not such information
is specifically identified or designated as proprietary or confidential of the Parties or
its affiliates, including but not limited to specifications, data, know-how, formulae, compositions,
processes, designs, intellectual property, sketches, photographs, graphs, drawings, diagrams,
artwork, videos, inventions and ideas, agreements, documents, analyses, reports, business
plans, studies, notes, projections, compilations, marketing information, research and development,
manufacturing or distribution methods and processes, customer lists, price lists, customer
requirements, trade secrets or information which is capable of protection at law or equity
as confidential information, any information derived or produced partly or wholly from or
that reflects the above information (including any notes, reports, analyses, compilations,
studies, files or other documents or materials) and/or other materials that contain information
which is of commercial, economical, technical and/or business value because of its nature,
whether the information was disclosed on or after the Effective Date of this Agreement; |
| 6.1.2 | without
limitation (i) the fact that both the Parties have entered into this Agreement or that Confidential
Information has been made available to both Parties; (ii) any information relating to the
Parties or its affiliates, including without limitation information relating to the Parties
or its affiliates’ marketing and operational data and strategies; (iii) any information
relating to the Parties’ businesses; and (iv) any information relating to the object
and scope of any potential or actual business relationship between the Parties. |
| 6.2 | The
non-disclosure obligations of the Parties shall not apply to information that:- |
| 6.2.1 | is
or becomes a part of the public domain without breach of this Agreement and through no act
or omission of the Parties or its affiliates; |
| 6.2.2 | has
been independently developed by the Parties or its affiliates through the efforts of their
employees or agents who have not had access to the Confidential Information; |
| 6.2.3 | can
be reasonably demonstrated to have been disclosed or made available to the Parties or its
affiliates on a non-confidential basis by a third-party having a right to do so and who did
not, directly or indirectly, receive the Confidential Information through a party who discloses
the same in breach of its own confidentiality obligation; |
| 6.2.4 | is
required to be disclosed by order of a court or arbitration tribunal of competent jurisdiction,
provided that so far as permissible under the law, the Party or its affiliate shall have
immediately notified the other Party in writing prior to the disclosure so as to enable the
Party and its affiliates to seek an appropriate protective order or other appropriate remedy
or waive compliance with the provisions of this Agreement. Both Parties shall also cooperate
in seeking and utilizing any such protective order or other remedy. The Parties shall not
affect any disclosure that is more extensive than that required by such order of a court
or arbitration tribunal and shall take all reasonable actions to seek confidential treatment
of the Confidential Information disclosed; and |
| 6.2.5 | disclosure
has been authorized with the prior written approval of the Parties , |
Provided
always that the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items
of information merely because information relating to one or more of the relevant individual features or one or more of the relevant
items (but not the combination itself) falls within any one or more of such exceptions.
| 7. | RETURN
OF CONFIDENTIAL INFORMATION |
Upon
receipt of a written request at any time from the Party, the other Party shall, at its sole and absolute discretion: (i) promptly deliver
to the Party all documents and materials containing Confidential Information; or (ii) promptly destroy, and procure that its affiliates
destroy, all documents and materials containing Confidential Information.
| 8. | REPRESENTATIONS
AND WARRANTIES |
Both
Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not
violate or infringe upon the right of any third party or violate any other agreement between the Parties, individually, and any other
person, organization, or business or law or governmental regulation.
Both
Parties agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors
and assigns against any and all claims, losses, losses, damages, liabilities, penalties, punitive
damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of
this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section
remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either
party.
| 10.1 | Under
this Agreement, the Parties shall strictly comply with all applicable laws, codes and regulations,
and specifically with any personal data protection, health, safety and environmental laws,
ordinances, codes and regulations of any jurisdiction where this Agreement may be performed. |
| 10.2 | For
the avoidance of doubt, the Parties shall comply, and shall ensure that each of its principals,
owners, shareholders, officers, directors, employees and agents complies, with all applicable
anti-bribery and corruption laws in any business dealings and activities undertaken in connection
with this Agreement. |
In
the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the
remainder of the Agreement and all other provisions should continue to be in full force and effect as valid and enforceable.
| 12. | NO
WAIVER, VARIATION AND ASSIGNMENT |
| 12.1 | No
variation to, or assignment of, this Agreement shall be effective without the prior written
consent of all Parties. |
| 12.2 | Any
waiver of any breach of this Agreement shall not be deemed to apply to any succeeding breach
of the provision or of any other provision of this Agreement. |
| 12.3 | No
failure to exercise and no delay in exercising on the part of any of the Parties hereto 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 preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. |
This
Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that either of the
Party desires to change, add or otherwise modify any terms, the Party shall notify and with written consent from the other Party of such
intention to change, add or otherwise modify of this Agreement.
| 14. | LEGAL
AND BINDING AGREEMENT |
Save
for Clauses 6, 7, 10, 9, 11, 15 and 16, this Agreement is not legal and binding between the Parties as set out above. The Parties each
represent that they have the authority to enter into this Agreement.
This
Agreement and all matters arising from or connected with it shall be governed by, construed and interpreted under the laws of Malaysia.
This
Agreement may be executed and delivered (including by facsimile transmission) in several counterparts, each of which when so executed
and delivered will be deemed to be an original copy of the same document.
[The
rest of this page is intentionally left blank]
The
Parties hereto execute this Agreement as of the day and year first above written.
VCIG
| Signed for and on behalf of |
) |
|
| VCI GLOBAL LIMITED |
) |
|
| |
|
Designation: |
| |
|
Name: |
AND
TALKINGDATA
| Signed for and on behalf of |
) |
|
| TALKING DATA GROUP HOLDING
LTD |
) |
|
| |
|
Designation: |
| |
|
Name: |
7
Exhibit 99.5
VCI Global Announces Joint Venture With Cogia
AG to Expand Secure Messaging Technology
JUL 9, 2024 8:03AM EDT
KUALA LUMPUR, Malaysia, July 09, 2024 (GLOBE
NEWSWIRE) -- VCI Global Limited (NASDAQ: VCIG) (Frankfurt: H0T) (“VCI Global”, “VCIG”, or the “Company”),
a leading provider of business and technology consulting services, today announced a strategic joint venture with Cogia AG (“Cogia”),
a German technology company specializing in AI and secure communication solutions.
Key Highlights of the Joint Venture:
| ● | VCIG and Cogia will form a new entity with a 70/30 ownership split, respectively. |
| ● | The new entity which will be named as AiSecure Limited (“AiSecure”) will own 100%
ownership of Cogia’s military-grade secure messenger platform. |
| ● | Cogia will lead future development efforts, including integrating secure AI technology into the messenger. |
| ● | The joint venture aims to grow AiSecure over the next 12-18 months to meet NASDAQ listing eligibility
requirements. |
This partnership combines VCIG’s expertise
in business strategy and technology consulting with Cogia’s innovative secure communication solutions. The Cogia secure messenger,
known for its military-grade end-to-end encryption, provides users with complete control over their personal messages, photos, videos,
and documents.
The integration of secure AI technology into the
messenger platform is expected to enhance its capabilities and user experience. Cogia has already demonstrated its expertise in AI implementation,
being the first secure messenger provider to incorporate generative AI into its products.
As part of the growth strategy, the joint venture
plans to leverage VCIG’s international presence in Malaysia, China, Singapore, the United States, and the United
Kingdom to expand the messenger’s global user base. The companies aim to position AiSecure for a potential NASDAQ listing within
the next 12-18 months, subject to meeting all necessary requirements.
“This joint venture represents a significant
step in our growth strategy. By partnering with Cogia AG, we are expanding our technology portfolio and entering the rapidly growing secure
communication market. We believe this collaboration will drive substantial value for our shareholders and customers alike,” said Dato’
Victor Hoo, Group Executive Chairman and Chief Executive Officer of VCI Global.
About VCI Global Limited
VCI Global is a diversified holding company. Through
its subsidiaries, it focuses on consulting, fintech, AI, robotics, and cybersecurity. Based in Kuala Lumpur, Malaysia, our main operations
are centered in Asia, with significant visibility across Asia Pacific, the United States, Europe, and the Middle
East. VCIG primarily offers consulting services in capital markets, real estate, AI, and technology. In technology businesses, the company
operates a proprietary financing platform that serves companies and individuals, as well as a secured messaging platform serving governments
and organizations. We also invest, incubate, accelerate, and commercialize businesses and technologies in AI and robotics.
For more information on the Company, please log
on to https://v-capital.co/.
About Cogia AG
Cogia AG is a Frankfurt-based technology
company offering innovative tools for secure communication, AI-based products, and solutions in customer experience, web and social media
monitoring, market research, and open-source intelligence.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow
its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors,
including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects
of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain
partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive
products and pricing, successfully managing and, general economic conditions and other risk factors detailed in the Company’s filings
with the United States Securities and Exchange Commission (SEC). The forward-looking statements contained in this press release
are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements
in this release, except in accordance with applicable law.
CONTACT INFORMATION:
For media queries, please contact:
VCI Global Limitedenquiries@v-capital.co
Exhibit
99.6
Private
& Confidential
Date:
9 July 2024
COGIA AG
Poststr. 2-4
60329 Frankfurt am Main
Germany |
|
SUBJECT
TO CONTRACT |
Attn:
Mr. Pascal Lauria
Dear
Sirs,
LETTER
OF INTENT - EXPRESSION OF INTEREST TO FORM JOINT VENTURE
| 1. | We
refer to the above matter. |
We
are pleased to formally express our interest and intention to form a joint venture with Cogia AG to form a new company, named AiSecure
Limited (“Proposed JV”) to which VCI Global Limited (“VCIG”) will transfer 100% ownership of the
military-grade secure messenger platform which was purchased from Cogia GmbH.
The
shareholding structure of the Proposed JV will be as follows:
| VCI
Global Limited |
Cogia
AG |
| 70% |
30% |
| 4.1 | This
Letter of Intent is intended to secure exclusivity in negotiations to the Proposed JV for
a period of three (3) months from the date of this letter (“Exclusivity Period”). |
| 4.2 | During
the Exclusivity Period, you shall not enter into discussions, negotiations or dealings with
any person in respect of all or part of the Proposed JV and shall immediately terminate any
such existing negotiations or discussions with any person. |
| 4.3 | Further,
you shall not solicit or encourage any other person to make any proposal in relation to all
or part of the Proposed JV or entertain any such proposal or offer from any other person
(whether solicited or not). |
Cogia
AG will manage the operation and/or operative business and development of the Proposed JV together with VCIG and will support the Proposed
JV with its AI know-how and technology.
Please
note that this Letter of Intent (expression of interest) is non-binding and revocable at any time, subject to satisfactory due diligence
and the execution of a sale contract between the parties involved.
| 7.1 | This
expression of interest shall be governed by and construed in accordance with the laws of
England and Wales. |
| 7.2 | Any
dispute, controversy or claim arising out of or in relation to this Letter including any
breach of any terms of this Letter shall be resolved, insofar as it is possible, by mutual
consultation between the Parties. In the event that no settlement is capable to be reached
by the Parties within 3 months, all disputes arising out of or in connection with this Agreement,
including any question relating to its existence, validity or termination, shall be submitted
to the International Court of Arbitration of the International Chamber of Commerce and shall
be finally settled under the Rules of Arbitration of the International Chamber of Commerce
by one arbitrator appointed in accordance with the said Rules. Any such arbitration shall
take place in London, UK, and shall be conducted in the English language. |
This
expression of interest may only be varied by a document signed by all parties.
This
expression of interest is delivered on the understanding that its existence and contents shall not be disclosed to any other party (save
for professional advisors to the respective parties) without the prior consent of the other party, except where such disclosure is required
by applicable laws or by any competent authority having jurisdiction over the parties.
The
Proposed JV will be made pursuant to one or more definitive agreements including without limitation, a joint venture agreement, reasonably
acceptable to the parties, which agreement will contain, among other things, appropriate representations and warranties, covenants reflecting
the provisions set forth in this Letter and appropriate conditions to closing which will include, among other things, compliance with
all applicable laws.
| 11. | Waiver
and Exercise of Rights |
Neither
failure to exercise nor any delay in exercising any right or remedy nor by law shall prevent any further or other exercise of any other
right or remedy.
| 12. | Illegality
and Severability of Provisions |
The
invalidity or unenforceability for any reason of any part of this expression of interest shall not prejudice or affect the validity or
enforcement of the remainder.
This
express of interest shall not be deemed an undertaking or commitment from us to enter into the Proposed JV with you and for the avoidance
of all doubt, it is hereby confirmed that we shall not be obliged by reason of this expression of interest to enter into the Proposed
JV.
We
anticipate the opportunity to discuss this matter further and look forward to hearing from you soon.
Thank
you.
Yours
faithfully,
For
and on behalf of
VCI
GLOBAL LIMITED
| | |
| Name: | Dato’
Hoo Voon Him | |
| Designation: | Executive
Chairman and CEO | |
ACKNOWLEDGEMENT
AND CONFIRMATION
We,
the undersigned, acknowledge and confirm our agreement to and shall be bound by the terms as provided in this letter dated 9 July 2024.
For
and on behalf of
COGIA
AG
4
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