GUNUNG CAPITAL BERHAD ( GUNUNG ) PROPOSED JOINT VENTURE. This announcement is dated 3 September Introduction

Transcription

1 GUNUNG CAPITAL BERHAD ( GUNUNG ) PROPOSED JOINT VENTURE This announcement is dated 3 September Introduction The Board of Directors of Gunung ( Board ) wishes to announce that Gunung had on 3 September 2012 entered into a Joint Venture Agreement ( Agreement ) with Perak Hydro Renewable Energy Corporation Sdn Bhd ( PHREC ) to jointly carry out the development of selected renewable energy mini-hydropower plants ( Projects ), in the State of Perak, on a Build Operate and Own ( BOO ) concept, and under the Sustainable Energy Development Authority ( SEDA ) Feed-in-Tariff Programme ( Proposed Joint Venture ). 2. The Proposed Joint Venture 2.1 Background PHREC has been mandated by the State Government of Perak to act as the master developer and overall coordinator for the development of small renewable energy hydro projects in the State of Perak. In addition, PHREC is currently in the process of completing and executing a Concession Agreement with the State Government of Perak (also known as a Water Rights Agreement), which outlines the terms and conditions under which PHREC shall act as the master developer and overall coordinator of all small renewable energy hydro projects in the state of Perak. Gunung and PHREC (individually referred to as Party or collectively as Parties ) are desirous and wish to co-operate with each other, combine their resources, and enter into a joint venture to carry out the development of the identified renewable energy, minihydropower projects in the State of Perak. The Parties have agreed to jointly undertake and carry out the Projects under the terms of the Agreement. Upon the successful implementation of the selected Projects, PHREC shall endeavour to grant to the Company the option to undertake additional renewable energy minihydropower plant projects within PHREC s mandated sites. For the purpose of this Proposed Joint Venture, the Parties have identified and agreed to use an existing private company limited by shares to carry out the Projects, namely Gunung Hydropower Sdn Bhd (Co. No.: T) ( Company ), a company incorporated in Malaysia under the Companies Act 1965 and having its registered address at Lot 5911, Jalan Perusahaan 1, Kamunting Industrial Estate, Kamunting Taiping, Perak. The Company, currently dormant, has listed, in its Memorandum of Association (Objects), the building and operating hydropower and/or solar plants as its principal business. As at the date hereof, the authorised share capital of the Company is RM 5,000,000 divided into 5,000,000 ordinary shares of RM1-00 each, out of which 1,000,000 ordinary shares of RM1-00 each ( Existing Shares ) has been issued and fully paid-up. A total of 700,000 ordinary shares have been issued to Gunung and 300,000 ordinary shares have been issued to PHREC (hereinafter referred to as the Existing Shareholders ). The proportionate shareholding of existing shareholders is as follows:- Page 1 of 13

2 Parties Proportionate Shareholding (%) Gunung 70 PHREC 30 Total Information on PHREC PHREC was incorporated in Malaysia on 14 July 2010 under the Companies Act 1965, as a private company limited by shares. As at 26 June 2012, the authorised share capital of PHREC is RM1,000,000 divided into 1,000,000 ordinary shares of par value RM1.00 each. As at 26 June 2012, the issued and paid-up capital of PHREC is RM300,000 comprising of 300,000 ordinary shares of par value RM1.00 each. PHREC has been mandated by the State Government of Perak to act as the master developer and overall coordinator for the development of small renewable energy hydro projects in the State of Perak. The shareholding structure of PHREC is as follows :- Shareholders Number of Ordinary Shares Pusaka Hijau Sdn Bhd 240,000 Perbadanan Kemajuan Negeri Perak 60,000 Total 300,000 The Directors of PHREC and their shareholding, is as follows :- Directors Number of Shares Beroz Nikmal Bin Mirdin 240,000^ Dato Wan Mohammad Khair-il Annuar bin Wan Ahmad 240,000* Aminudin Zaki bin Hashim Nil ^ indirect shareholding by virtue of his 20% shareholding in Pusaka Hijau Sdn Bhd * indirect shareholding by virtue of his 80% shareholding in Pusaka Hijau Sdn Bhd 2.3 Salient terms of the Agreement The salient terms of the Agreement are as follows: Scope (a) Projects The Parties are desirous to collaborate with each other, under the terms of the Agreement, to Build, Operate and Own ( BOO ), the following mini hydropower plants under the Sustainable Energy Development Authority Malaysia ( SEDA ) Feed-In Tariff ( FIT ) Programme in the State of Perak:- Location : Telok Datok, Sungai Perak Estimated Maximum Capacity 10MW Location : Chenderoh, Sungai Perak Estimated Maximum Capacity 10MW Page 2 of 13

3 2.3.2 Obligations of PHREC In consideration of the mutual undertakings and agreements, PHREC shall: (a) apply to the Energy Commission, on behalf the Company, for the public generation licence; (b) apply to and obtain the permission from the State Government of Perak to utilise suitable state land at a nominal lease amount for mini-hydro power plant use and provide water resources or other resources for the purpose of carrying out the Projects on behalf the Company, for a period not less than the period stated in the Renewable Energy Power Purchase Agreement ( REPPA ) made between the Company and the relevant utility provider (TNB); (c) apply to the Sustainable Energy Development Authority Malaysia (SEDA), on behalf of the Company, for Feed-In Approval; (d) negotiate and cause the Company to enter into the Renewable Energy Power Purchase Agreement (REPPA) with the relevant utility provider (TNB); (e) ensure that it carries out its obligations as the master developer and overall coordinator of small renewable energy hydro projects in the state of Perak, and thus ensures that the Company carries out its indirect obligations, under the Concession Agreement with the State Government of Perak. PHREC must also undertake to ensure that its rights and benefits identified in the Concession Agreement, accrue to the Company, for the benefit of the Company, in respect of the identified Projects; (f) jointly undertake the project management and operation functions of the Company Obligations of Gunung In consideration of the mutual undertakings and agreements, Gunung shall: (a) wholly source and secure the project financing requirements, on behalf of the Company, for the identified mini hydropower plants; (b) jointly undertake the project management and operation functions of the Company; (c) provide the initial financing requirements of the Company; (d) if required under section (Diversification in Operations Carried on by a Listed Issuer) of the Main Market Listing Requirements of Bursa Malaysia, seek shareholders approval in an EGM. Page 3 of 13

4 2.3.4 Funding (a) Initial Financing If the Company requires any financial accommodation for the operation or expansion of Company under a current annual budget or annual business plan, and not forming a part of the Project Financing, Gunung shall be responsible to provide the initial financing by way of interest bearing, repayable shareholder advances. Where any further capital is to be provided to the Company by Gunung by way of loan or advances, then the indebtedness of the Company shall not be convertible to ordinary shares unless with the mutual agreement of the Parties. (b) Project Financing (iii) The Project Financing sourced and secured by Gunung, on behalf of the Company, shall not require the Company directors nominated by PHREC to act as guarantors. The Project Financing sourced and secured by Gunung, on behalf of the Company, may comprise of, or combination of, interest bearing repayable shareholder advances by Gunung, loans from licenced financial institutions, issuance of Islamic bonds ( sukuk ), or issuance of non-convertible redeemable preference shares, and redeemable loan stock. The Project Financing will only be sourced by Gunung upon PHREC completing their obligations under clause (a)-(e). The indebtedness of the Company, resulting from the Project Financing shall at no times be convertible to ordinary shares of the Company, unless with the mutual agreement of the Parties Distribution of Income & Loss (a) Dividend Policy of the Company The Parties agree and declare their intention that audited net profits attributable to shareholders of the Company shall be distributed to the Parties as dividends in the proportion of their Proportionate Shares after retaining part of audited net profits attributable to shareholders for operational working capital, repayment of project financing and/or business expansion. In view of the current, single tier dividend/tax regime permitted under the laws of Malaysia, a minimum 60% of annual audited net profit attributed to shareholders shall be declared as a dividend by Board of Directors, permitted by the laws of the Malaysia. Page 4 of 13

5 However, the application of this dividend policy is wholly subject to the fulfilment of any negative covenants by financiers, and/or the financing structure or repayment schedule requirements of the Project Financing. In the event that there are changes to the current income tax regime, and/or laws of Malaysia which affect dividend payments (or tax implications of dividends) throughout the operation of the projects, then the dividend policy will be revised by the Board of Directors. (b) Distribution of losses The Parties hereby agree and declare their intention that all expenses, costs and losses incurred or suffered by the Company in carrying out work or arising out of contracts in relation to or in connection with the Projects shall be shared by the Parties based on their respective Proportionate Share Board of Directors The Company shall be managed initially by a Board of five (5) Directors, comprising the following: (a) three (3) of whom shall be appointed by Gunung; (b) the remaining two (2) shall be appointed by PHREC Contracts Awarded by the Company The Company shall appoint a main contractor (s) with the approval of Board of Directors of the Company to provide engineering and construction services for the identified Projects provided always that (a) the price offered by the main contractor(s) is competitive in the industry; (b) the services provided by the main contractor(s) are in tandem with international standards; (c) the main contractor(s) shall offer the first right of refusal to the Company to recommend sub-contractors to carry out certain portions of the civil works under the Projects, provided that the subcontract recommended by Board of Directors of the Company is competitive in the industry, and the services provided are in tandem to local and international standards. (d) the Company shall also appoint a reputable and capable advisory and support firm recommended by the Board of Directors of the Company to carry out support works including but not limited to: to advise and facilitate the Company through the Feed-in Tariff Programme (FIT); to provide support on local logistics inclusive of local authorities clearance, handling of equipment of all mechanical and electrical items. Page 5 of 13

6 2.3.8 Events of Default It is an Event of Default, whether or not it is within the control of any Party, if; (a) material breach any Party breaches any material warranty or obligation under this agreement; the other Party gives written notice of the breach to the Party in default and to the Company; and (iii) the Party in default does not remedy the breach within 30 days after the date of the notice. (b) change in law: any Party is prohibited from being a shareholder in the Company by a change in any law; (c) appointment of officers: a judicial manager or receiver or receiver and manager or a similar officer is appointed over, or distress, attachment or execution is levied or enforced upon, any part of the assets or undertaking of any of the Parties; (d) insolvency: any of the Parties is or becomes, or is adjudicated or found to be, bankrupt or insolvent or suspends payment of its debts or is (or is deemed to be) unable to or admits inability to pay its debts as they fall due or proposes or enters into any composition or other arrangement for the benefit of its creditors generally or proceedings are commenced in relation to that party under any law regulation or procedure relating to reconstruction or adjustment of debts; (e) arrangements: any Party enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them; or (f) disposal of Shares: any Party Disposes of any of its Shares in breach of the Company's memorandum and/or the articles of association or this agreement Effect of Event of Default If an Event of Default occurs the non-defaulting Party has the right to purchase the defaulters ordinary shares, without limitation to its other rights, as follows; (a) (b) Immediately on the occurrence of an Event of Default the non-defaulting Party has an option to purchase all of the defaulting Party s ordinary Shares at par value. The non-defaulting Party may exercise its option by giving notice to the defaulting Party, as the case may be within 30 days of the Event of Default. If the defaulting Party receives notices from the non-defaulting Page 6 of 13

7 Non-performance Party, the defaulting Party must sell to the non-defaulting Party all its ordinary shares in the Company. Notwithstanding above, in the event any Party fails, refuses or unable to perform its duties and obligations in accordance with the terms of this agreement and does not remedy the breach within 30 days after the date of receiving a notice from the non-defaulting party requiring the breach to be remedied, the non-defaulting party may choose to terminate this agreement by giving Fifteen (15) days notice to the defaulting party Reserved Matters Despite any contrary provision in this agreement, the Company's constitution or Articles of Association or the existing laws, rules and regulations, the following resolutions (Reserved Matters) may be passed only with the affirmative vote of all the Parties: (iii) (iv) (v) (vi) (vii) (viii) (ix) Put Option Liquidation: any decision to dissolve or liquidate the Company or any of its subsidiaries; Ordinary Share capital: the sub-division, amalgamation, increase, reduction or cancellation of the authorized or issued ordinary capital or the issue or grant of any option over the unissued ordinary capital of the Company or the reduction, cancellation, redesignation or variation of the rights attaching to any parts of the Company s ordinary share capital; Constitution: any alteration to the Company's constitution; Amendments or modifications to the Memorandum and Articles of Association of the Company; Issuance of Debentures, whether convertible into shares or not, or any borrowings by the Company, save in accordance with the provisions of the Agreement; The sale, transfer, assignment or disposal of, or the creation of, any pledge, charge, mortgage or any encumbrance over all or a substantial portion of the business or assets of the Company. The appointment, removal or change of auditors of the Company. The appointment, removal or change of the bankers and solicitors of the Company or the signatories to those bank accounts. (a) In consideration of the mutual covenants and undertakings granted, the parties hereby agree with each other that PHREC shall have the option to require GCB to purchase from them all the Option Shares free from encumbrances, on the exercise of which GCB shall become bound to purchase the same from PHREC on the terms herein (Put Option). Page 7 of 13

8 (b) (c) (d) Option Shares shall mean the Ordinary Shares in the capital of the Company which shall be held by or registered in the name of PHREC as at the date of the exercise of the Put Option, together with all rights and interests thereunder. The Put Option shall be exercisable by notice in writing ( Option Notice ) signed by PHREC served to GCB within the period of three (3) years from the date of the Company entered into a Renewable Energy Power Purchase Agreement with the relevant utility provider, failing which the Put Option shall lapse and cease to be of effect. The Sale Price of the Option Shares shall be determined by any top five independent and reputable accounting firm duly appointed by the Company. In determining the Sale Price, such accounting firm shall act as experts and its decision shall be final and binding on the parties hereto. 3. Rationale The Proposed Joint Venture will allow Gunung to enter into the renewable energy producing sector, in view of the Energy, Water & Green Technology Ministry s push for the development of renewable energy as fifth national fuel with the recent implementation of the feed-in-tariff (FiT) system. The FiT system supports the developers of renewable energy by fixing a premium tariff for electricity generated from non fossil fuel sources, such as mini-hydro schemes, biomass, and solar. Furthermore, the introduction of the Renewable Energy Act 2011 provides a mandatory requirement for the utility to buy Renewable Energy power. In the case of mini-hydro plants having an installed capacity of up to and including 10MW, the FiT rate payable by the utility ( TNB ) is 24 sen per kilowatt hour for a mandatory period of twenty one (21) years. The successful implementation of the mini-hydro Projects in Perak will contribute to Gunung s long term revenue and profits, and enhance Gunung s growth potential. In addition, the long term stable income stream derived from the mini-hydro Projects will reduce Gunung s dependency incomes solely from chartering land-based transportation assets & specialty vehicles. 4. Prospects The prospects of the Proposed Joint Venture are highly linked to the Feed-In Tariff ( FiT ) system which was recently enacted under the Renewable Energy Act This has dramatically improved the commercial viability of the renewable energy industry in Malaysia. With greater worldwide awareness on carbon mitigation measures to combat green house gases (GHG) emissions, there are now more concerted efforts to promote and encourage the use of renewable sources for power generation. The Government of Malaysia has approved The National Renewable Energy Policy and Action Plan on 2nd April One of the main elements of this policy was the introduction of the Renewable Energy Act which entails the implementation of the Feed-In Tariff (FiT) system. The FiT is a premium in which the Renewable Energy (RE) power is sold Page 8 of 13

9 according to each RE source. The introduction of the RE Act also provides a mandatory requirement for the utility to accept and buy RE power. Both the RE Act and the FiT System was enforced on 1st December On 1st September 2011, the Sustainable Energy Development Authority of Malaysia (SEDA Malaysia) was officially established to undertake the role of a one stop centre to promote sustainable energy and to help facilitate the RE industry. (Source: YB Dato Sri Peter Chin Fah Kui, The Future of Energy in Malaysia, April 2012) Barring unforeseen circumstances, the Board believes that the prospects of the Proposed Joint Venture shall be positive, and shall enhance the overall financial performance of Gunung Group over medium and long term. 5. Total Capital Commitment/Expenditure of the Projects The total capital commitment of the Proposed Joint Venture Projects, listed in 2.3.1, can only be reasonably determined upon completion of the licencing, feasibility, design, engineering and costing stages of the Projects. Based on the results of the initial hydrology studies at the listed locations, it has been determined that the mini-hydro plants will be a low-head type. Low-head hydro plants generally require a greater proportion of total expenditure allocated in design, civil and construction works compared to Highhead hydro plants (given the same energy output). Currently there are limited low-head mini-hydro plants in operating Malaysia to compare the cost dynamics. The design, engineering calculations, and mechanical technology chosen will substantially affect the efficiency of the plant, and in turn, the eventual total capital commitment of the Projects. 6. Risk Factors Relating to the Proposed Joint Venture Market risk, competition risk and pricing fluctuation risks for the Proposed Joint Venture has been substantially mitigated by the FiT system that fixes a premium tariff for electricity generated from non fossil fuel sources, such as mini-hydro schemes, and under the Renewable Energy Act 2011 which mandatory requires the utility (TNB) to accept and buy Renewable Energy power. Inherent to the renewable energy power generation sector in Malaysia, are both political and short term foreign exchange risks. Changes in existing Government policies regarding renewable energy can greatly affect the commercial viability of renewable energy. The mechanical and electrical equipment for power generation are generally procured from overseas manufacturers, which poses a short term foreign exchange risk for the Proposed Joint Venture. Business risks exist, which are mainly associated with the performance of the appointed main contractors for civil works, the appointed suppliers and installers of the mechanical & electrical components of the mini-hydro plant, and the appointed engineers and consultants. This is due to potential penalties imposed by the utility (under the Renewable Energy Power Purchase Agreement) for delays in the commencement of energy supply (resulting from delays in the completion of the construction of the plant), and fluctuations in the agreed upon energy commitment. The efficiency of the plant design, and the efficiency of the mechanical & electrical components, will greatly affect the ability for the Company to meet its annual energy commitment to the utility. The Board intends to mitigate these risks, by procuring financial performance guarantees from the main Page 9 of 13

10 contractors and suppliers, equal to or greater than the maximum penalties that can be imposed on the Company by the utility due to such business risks. Other business risks are associated with either Party not fulfilling their obligations under the Agreement. This risk has been partially mitigated by the relevant default and non performance clauses in the Agreement, and as such the risk will be limited by the initial equity contribution of Gunung to the Company amounting to RM700,000 (and any additional shareholder advances made to the Company for the Company s initial financing requirements). Financing risk must also be considered, although the actual source of project funding for the Proposed Joint Venture under the Company has not yet been determined at this juncture. Depending on the type of financing/ financing instrument, the borrowing, contingent liabilities, and gearing level of Gunung may increase. Any breach of a debt financing instrument s covenants, and failure to meet the timely interest and principal payments may result in default. In the event that the financing requirement is funded via equity financing, it may dilute the earnings per share and net assets ( NA ) of Gunung. Nevertheless, the Board will exercise due care in considering the financing methods and the merits of the financing required. 7. Effects of the Proposed Joint Venture The Proposed Joint Venture is not expected to have any effect on the share capital and substantial shareholders shareholding. The Proposed Joint Venture is not expected to have any effect on the NA and gearing of the Gunung Group for FYE 31 December The proforma effects on the NA and gearing of the Gunung Group will depend on the actual proportions of internallygenerated funds, borrowings, issuance of debt instruments, and/or equity financing to be sourced to successfully implement the mini-hydro Projects. The financing required will only be determined upon the confirmation of the estimated capital cost of the Projects, after the completion of the licencing (including the execution of the Renewable Energy Power Purchase Agreement with the utility), feasibility, design, engineering and costing stages of the Projects. The Proposed Joint Venture is not expected to have any material effect on earnings for the FYE 31 December 2012, as the licencing, feasibility, design, engineering and costing stages of the Projects are only expected to be completed after six (6) months from the date of the Agreement. Furthermore, the construction and commissioning stages of the Projects are expected to take an additional two (2) years before the commencement of selling RE power to the utility. However, the Board believes that, barring any unforeseen circumstances, the Proposed Joint Venture is expected to contribute positively to the future earnings of the Gunung Group. 8. Approvals Required The Proposed Joint Venture is conditional upon approvals being obtained from the following: (a) a Public Generation Licence from the Energy Commission; Page 10 of 13

11 (b) from the State Government of Perak to utilise suitable state land at a nominal lease amount for mini-hydro power plant use and provide water resources or other resources for the purpose of carrying out the Projects; (c) Feed-in Approval from the Sustainable Energy Development Authority Malaysia ( SEDA ); (d) Renewable Energy Power Purchase Agreement ( REPPA ) with the relevant utility (Tenaga Nasional Berhad); (e) shareholder approval in a general meeting for Diversification in Operations Carried on by a Listed Issuer, as required under of the Bursa Malaysia Main Market Listing Requirements, in the event that upon completion of the licencing, feasibility, design, engineering and costing stages of the Projects, it can be reasonably expected that the Projects/ Proposed Joint Venture, result in:- the diversification of 25% or more of the net assets of the listed issuer to an operation which differs widely from those operations previously carried on by the listed issuer; or the contribution from such operation of 25% or more of the net profits of the listed issuer. In assessing the extent of diversification or the amount of contribution to the net profits, consideration will be taken of any associated transactions or loans effected or intended and of contingent liabilities or commitments. (f) any other relevant authorities/parties, if required. 9. Directors and Major Shareholders Interests None of the Directors and major shareholders and/or persons connected to them has any interest, directly or indirectly, in the Proposed Joint Venture. 10. Directors Statement The Board, after taking into consideration all aspects of the Proposed Joint Venture, is of the view that the Proposed Joint Venture is in the best interests of Gunung. 11. Applications to the Relevant Authorities Applications to the relevant authorities in respect of the Proposed Joint Venture are expected to be submitted within six (6) months from the date of this announcement. 12. Estimated Timeframe for Completion of the Proposed Joint Venture (a) Barring any unforeseen circumstances, the feasibility, design, engineering and costing stages of the Projects/ Proposed Joint Venture are expected to be completed within six (6) months from the date of the Agreement. Page 11 of 13

12 (b) Co-currently it is expected within six (6) months, the obligations of PHREC under the Agreement will be completed, namely; (iii) (iv) (v) apply to the Energy Commission, on behalf the Company, for the public generation licence; apply to and obtain the permission from the State Government of Perak to utilise suitable state land at a nominal lease amount for mini-hydro power plant use and provide water resources or other resources for the purpose of carrying out the Projects on behalf the Company, for a period not less than the period of the Renewable Energy Power Purchase Agreement ( REPPA ) entered into with the relevant utility provider (TNB); apply to the Sustainable Energy Development Authority Malaysia (SEDA), on behalf of the Company, for Feed-In Approval; negotiate and cause the Company to enter into the Renewable Energy Power Purchase Agreement (REPPA) with the relevant utility provider (TNB); ensure that it carries out its obligations as the master developer and overall coordinator of small renewable energy hydro projects in the state of Perak, and thus ensures that the Company carries out its indirect obligations, under the Concession Agreement with the State Government of Perak. PHREC must also undertake to ensure that its rights and benefits identified in the Concession Agreement, accrue to the Company, for the benefit of the Company, in respect of the identified Projects. (c) Upon completion of part (b), if it can be reasonably expected that there is a Diversification in Operations Carried on by a Listed Issuer, under of the Bursa Malaysia Main Market Listing Requirements, a general meeting will be required to seek shareholder approval for diversification in operations. An additional six (6) months will be required to obtain shareholder approval. (d) Upon completion of part (a) to (c), the joint venture Company, namely Gunung Hydropower Sdn Bhd, will implement, build, operate and own the Projects throughout the expected two (2) year construction period and throughout the twenty one (21) year REPPA agreement with the utility. 13. Other Information The highest percentage ratio of the Agreement as per Paragraph 10.02(g) of the Main Market Listing Requirement is 1.59% which represents the initial equity contibution by Gunung of 700,000 ordinary shares in Gunung Hydropower Sdn Bhd at RM1.00 each. The highest percentage ratio of the Proposed Joint Venture will change upon completion of the licencing, feasibility, design, engineering and costing stages of the Projects. In addition, Gunung will seek shareholder approval in a general meeting, if it can be Page 12 of 13

13 reasonably expected, that under of the Bursa Malaysia Main Market Listing Requirements, that the Projects/ Proposed Joint Venture result in:- (iii) (iv) the diversification of 25% or more of the net assets of the listed issuer to an operation which differs widely from those operations previously carried on by the listed issuer; or the contribution from such operation of 25% or more of the net profits of the listed issuer In assessing the extent of diversification or the amount of contribution to the net profits, consideration will be taken of any associated transactions or loans effected or intended and of contingent liabilities or commitments. Gunung will make the appropriate timely announcements to Bursa Malaysia in the event that highest percentage ratio changes or that it can be reasonably expected that a Diversification in Operations under of the Bursa Malaysia Main Market Listing Requirements, will occur. 14. Document Available for Inspection The Agreement will be available for inspection at the registered office of Gunung during the office hours from Mondays to Fridays (except for public holidays) at Lot 5911, Jalan Perusahaan 1, Kamunting Industrial Estate, Kamunting, Taiping, Perak for period of three (3) months from the date of this announcement. Page 13 of 13