Mr Leong and Mr Yu are also the directors of MYO as of 14 March 2018.

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1 XINGHE HOLDINGS BERHAD( XINGHE OR COMPANY ) JOINT VENTURE AND SHAREHOLDERS AGREEMENT BETWEEN XINGHE-JEFI SDN BHD (FORMERLY KNOWN AS XINGHE MARKETING SDN BHD)[ XINGHE-JEFI ]AND MY OCEAN VENTURE SDN BHD [ MYO ] AND VC MARINE SDN BHD [ VCM ] [COLLECTIVELY JV PARTNERS ] 1. INTRODUCTION Reference is made to the Company s announcements of 16 and 19 October 2017, 29 November 2017 and 4 December 2017 in relation to the Collaboration Agreement between the Company and Jefi Aquatech Resources Sdn. Bhd. [ Jefi ] to explore business opportunities in tuna and other seafood processing. The Board of Directors of XingHe[ Board ], wishes to announce that its subsidiary company, XingHe-Jefi has on 20 March 2018, entered into a Joint Venture and Shareholders Agreement [ JVSA ] with the JV Partners to jointly establish a company under the name Sea Tuna Industry Sdn. Bhd. [ JVC ] to undertake the business of tuna and other seafood processing and trading [ Proposed Joint Venture ]. 2. DETAILS OF THE PROPOSED JOINT VENTURE Information on XingHe-Jefi XingHe-Jefi is a private limited company incorporated in Malaysia on 2 September 2014 and having its registered address at Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, Kuala Lumpur, Malaysia. Its issued ordinary share capital as at the date of this announcement is RM100,000, of which 90% is owned by XingHe and 10% owned by Jefi. The principal business of XingHe-Jefi is investment holding. Information on the JV Partners MYO ( D) MYO is a private limited company incorporated in Malaysia on 24 January 2018 and having its registered address at A, Menara BHL Bank, Jalan Sultan Ahmad Shah, Georgetown, Penang, Malaysia. Its issued ordinary share capital as at 14 March 2018 is RM200,100 of which approximately 50% is held by Mr Leong Keng Wohand the balance of about 50% held by Mr Yu, Pao-Chu. The principal business of MYO is investment holding. Mr Leong and Mr Yu are also the directors of MYO as of 14 March Mr Leong (NRIC no ) is a Malaysian with interests in companies engaged in the supply of lubricants and the provision of logistics services. Mr Yu (Taiwan passport no ) is a Taiwanese national. He has been involved in the fishing industry for more than 30 years and is currently a substantial shareholder and President of Thai Ocean Venture Co., Ltd - Thailand, a company engaged in the value-added processing of seafood focused principally in tuna processing.

2 VCM ( X) VCM is a private limited company incorporated in Malaysia on 25 January 2018 and having its registered office at A, Menara BHL Bank, Jalan Sultan Ahmad Shah, Georgetown, Penang, Malaysia. Its issued ordinary share capital as at 14 March 2018 is RM100,000 of which 99.99% is held by Y.Bhg. Dato Gooi Kok Song. The principal business of VCM is investment holding. The sole director of VCM as of 14 March 2018 is Dato Gooi. Dato Gooi (NRIC No ) is a Malaysian with interests in companies engaged in the supply of tyres and lubricants. (c) Salient terms of the JVSA The salient terms of the JVSA include, amongst others, the following: (A) Effective Date and Term The JVSA shall become effective on the date the conditions precedent set forth below are duly fulfilled [ Effective Date ] and shall continue in full force and effect for a term from the Effective Date until: (i) (ii) the JVC being wound up, voluntarily or otherwise; or it is terminated in accordance with the provisions of the JVSA; or (iii) the JVC is left with a sole shareholder; or (iv) if it is mutually agreed by the Parties in writing to be terminated in accordance with the JVSA. (B) Conditions Precedent The JVSA shall be conditional upon: (i) (ii) the execution of long-term supply agreement(s), for the sourcing and supply of tuna and/or other seafood for the business of the JVC, to be arranged and sourced by the JV Partners; and the completion of the increase in the JVC s issued share capital to RM6.0 million. (C) Agreed Shareholding Proportion The Agreed Shareholding Proportionin the JVC is: % % XingHe-Jefi (including nominees, if any) 52.0 JV Partners: MYO 35.0 VCM

3 Unless otherwise unanimously agreed between XingHe-Jefi and the JV Partners (each a Party and collectively Parties ), and save as otherwise provided in the JVSA, the Agreed Shareholding Proportion shall be maintained at all times throughout the term of the JVSA. (D) Roles and Obligations (i) XingHe-Jefi shall be responsible for the following roles and obligations: to provide and/or procure a suitable location for the construction and establishment of the said processing plant at commercial terms on arm s length basis; and to secure all necessary licences, permits and/or approvals from the relevant authorities for the business of the JVC. (ii) The JV Partners shall be responsible for the following roles and obligations: (c) (d) to provide all necessary technical know-how and expertise for the construction, establishment, operation, management and maintenance of the said processing plant in accordance with the terms of the JVSA; to procure a continuous and consistent supply of tuna and/or other seafood for the said processing plant; to manage and procure the offtake of the finished products from the processing plant to customers; and to procure all necessary food safety certifications from the relevant authorities and/or certification bodies. (E) Composition of the Board of Directors of the JVC Unless otherwise agreed to by the Parties, the Board of Directors of JVC shall consist of 5 Directors, whereby XingHe-Jefi shall be entitled to nominate 3 Directors and the JV Partners shall collectively, be entitled to nominate 2 Directors. The JV Partners shall have a collective, and not individual, right to nominate Directors to represent them on the Board of Directors of JVC. For the avoidance of doubt, in the event of any changes in shareholdings between the JV Partners or the cessation of any one of the JV Partners as a shareholder of the JVC, for so long as the remaining JV Partner shall continue to hold shares in the JVC in the Agreed Shareholding Proportion, then the remaining JV Partner shall continue to have the right to be represented by 2 Directors as aforesaid.

4 (F) Share and Working Capitalof the JVC Unless otherwise agreed in writing by the Parties, for the purpose of providing working capital for the JVC, the Parties agree to increase the issued share capital of the JVC to RM14.5 million comprising 14.5 million shares within 100 days from the date of the JVSA, and each Party shall subscribe and pay for its portion of the Shares. Notwithstanding the aforesaid, the Parties also agreed to increase the issued share capital of the JVC to RM6.0 million comprising 6.0 million shares within 60 days from the date of the JVSA. If at any time the JVC shall require additional working capital, the Parties may provide the same by way of shareholders advances, or the JVC shall attempt to raise funds through debentures, loan stocks or other debt instruments or borrowings, whichever is the most cost effective based on the recommendation of the Board of Directors of the JVC. If additional equity funding is required, any new shares of the JVC to be issued shall be offered to the Parties in accordance with the Agreed Shareholding Proportion at such price as may be determined by the Board of Directors of the JVC. 3. RATIONALE AND PROSPECTS The Proposed Joint Venture is intended to unlock alternate business opportunities and to enable XingHe Group to expand its business by having a new Malaysian-based business in tuna and seafood processing and trading to supplement its existing production, blending and marketing of peanut oil and other edible vegetable oil, all of which are based in the People s Republic of China and hence to provide an additional income stream for XingHe Group. 4. RISK FACTORS Joint Venture Risks The Proposed Joint Venture may potentially expose XingHe Group to the normal operational risks associated with the Proposed Joint Venture, which include amongst others, breach and non-performance of obligations of the parties under the JVSA. Non-Completion Risks Completion of the Proposed Joint Venture is subject to the conditions precedent set forth above, which may be beyond the control of XingHe Group. There is no assurance that the Proposed Joint Venture will be completed as contemplated but the Board will take reasonable measures that are within its control to ensure that all such conditions precedent are fulfilled pursuant to the terms of the JVSA. (c) Political, Economic and Regulatory Risks Adverse changes in political, economic and regulatory conditions in Malaysia could materially and unfavourably affect the Proposed Joint Venture. These risks include, amongst others, risks of war, changes in political state, changes in economic conditions, changes in governmental policies such as method of taxation and introduction of new regulations. The Board takes cognisance of this matter and will take effective measures to mitigate such risks by taking prudent financial management and measures to ensure that changing demands and conditions are met.

5 (d) Industry Risks While the Proposed Joint Venture is expected to contribute positively to XingHe Group, the business of the JVC is subject to risks inherent to the sector, including but not limited to government regulations, inflation, taxation, nature disaster, change in business conditions, deterioration in market conditions, increasing competition from industry players, constraints in labour supply, rising cost of labour and difficulties in obtaining approvals or licences from the relevant authorities. 5. FINANCIAL EFFECTS The Proposed Joint Venturewill not have any effect on issued share capital and substantial shareholding structure of XingHe. There will also be no material effects arising from the Proposed Joint Venture on the net assets, earnings or gearing of XingHe Group for the current financial year ending 31 December SOURCE OF FUNDING XingHe-Jefi s capital contribution of approximately RM7.5 million to the agreed issued share capital of the JVC of RM14.5 million, will be funded via internally generated funds. 7. HIGHEST PERCENTAGE RATIO APPLICABLE Based on XingHe Group s audited financial statements for the financial year ended 31 December 2016, the highest percentage ratio applicable to the Proposed Joint Venture pursuant to Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad is approximately 1.4%. 8. APPROVALS REQUIRED The Proposed Joint Venture does not require approvals of the Company s shareholders and/or any regulatory authorities. 9. INTERESTS OF DIRECTORS AND/OR MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors and/or major shareholders of XingHe and/or persons connected with them has any interest, direct or indirect, in the Proposed Joint Venture. 10. DIRECTORS RECOMMENDATION After considering all aspects of the Proposed Joint Venture, the Board is of the opinion that the Proposed Joint Venture is in the best interest of the Company.

6 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Joint Venture is expected to be completed in the 2nd quarter of the current financial year ending 31 December DOCUMENTS AVAILABLE FOR INSPECTION The JVSA is available for inspection at the registered office of the Company at Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, Kuala Lumpur, Malaysia during normal office hours from Mondays to Fridays (except on public holidays) for a period of 3 months from the date of this announcement. This is a voluntary announcement made under Rule 10.05(2) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad. This announcement is dated 20 March 2018