Under the JVA signed, NMY and SPISB agree to co-operate with each other in a jointventure for the purpose of carrying out the Business.

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1 SCANWOLF CORPORATION BERHAD ( SCANWOLF OR THE COMPANY ) JOINT-VENTURE BETWEEN SCANWOLF PLASTIC INDUSTRIES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SCANWOLF WITH NISSHA INDUSTRIAL AND TRADING MALAYSIA SDN BHD 1. INTRODUCTION The Board of Directors of Scanwolf wishes to announce that its wholly-owned subsidiary, Scanwolf Plastic Industries Sdn Bhd ( SPISB ) had on 2 December 2016 entered into a Joint Venture Agreement ( JVA or Agreement ) with Nissha Industrial And Trading Malaysia Sdn Bhd ( NMY ) (collectively referred to as Parties, individually referred to as Party ) for the purpose of carrying out the business of the joint venture company in relation to the production of plastic related goods, in particular the production of luxury vinyl tiles ( LVT ), including LVT related products, calendar moulding related products and construction materials and its related products (the Products )( Business ). 2. INFORMATION ON THE JOINT VENTURE COMPANY Under the JVA signed, NMY and SPISB agree to co-operate with each other in a jointventure for the purpose of carrying out the Business. As soon as practicable following the execution of the JVA, the Parties shall procure the establishment of the joint venture company. The Business shall be carried out through a private limited company which shall be incorporated under the name of Nissha Flooring Industries Sdn Bhd (or such other name as the Parties shall agree and the Registrar of Companies of Malaysia shall permit) (the JVC ) as the joint venture vehicle in accordance with the terms and subject to the conditions of the Agreement. 3. INFORMATION ON THE NMY NMY (Company No W) is a private company incorporated in Malaysia and having its business address at Lot 7, Jalan P/13, Kawasan Miel, Seksyen 10, Bandar Baru Bangi, Selangor Darul Ehsan, Malaysia. NMY is a wholly-owned subsidiary of Nissha Printing Co., Ltd., a company listed in Tokyo Stock Exchange. NMY s present principal activities are marketing and trading of Nissha products and building materials. As at todate, NMY s authorised share capital and fully paid-up is RM1,000,000 comprising of 1,000,000 ordinary shares of RM1.00 each. The existing directors of NMY are Kenji Nakagawa, Ng Ming Yee, Masayuki Mitamura, Masaru Terashita and Amir Bin Othman.

2 4. INFORMATION ON THE SPISB SPISB (Company No M) is a private company incorporated in Malaysia and having its registered office at A, Menara BHL Bank, Jalan Sultan Ahmad Shah, Penang. SPISB is principally involved in design and manufacture of plastic extrusions, PVC compounding, processing of PVC coils and trading of industrial consumables. As at todate, SPISB s authorised share capital is RM5,000,000 comprising of 5,000,000 ordinary shares of RM1.00 each, of which RM2,300,000 comprising of 2,300,000 ordinary shares of RM1.00 each have been issued and are fully paid-up. The existing directors of SPISB are Dato Tan Sin Keat, Dato Loo Bin Keong and Mr Tan Yann Kang. SPISB is a wholly-owned subsidiary of Scanwolf. 5. SALIENT TERMS OF THE SPA 5.1 Subscription Of Shares On a date to be mutually agreed in writing between the Parties, each Party shall make an unconditional application in writing to the JVC for the subscription (the Subscription ) of the respective number of ordinary shares of RM1.00 each ( Shares ) in the capital of the JVC (the Subscription Shares ) as set out in the second column of Appendix A of this announcement, at the respective subscription price (the "Subscription Price ) as set out in the third column of Appendix A of this announcement The Subscription Price payable by the Parties for their respective portions of the Subscription Shares shall be in cash and on a fully paid-up basis of RM1.00 per new ordinary share The Subscription Shares shall be allotted and issued to NMY and SPISB respectively, as fully paid ordinary shares of RM1.00 par value each, free from any claims, liens, equities and encumbrances whatsoever and shall rank pari passu in all respects with the existing issued and paid up ordinary shares in the capital of the JVC, if any, and shall carry all rights benefits, advantages and full voting power in General Meetings The subscription of the Subscription Shares shall be completed within ten (10) days from the date of the application in writing by the Parties for the subscription of the Subscription Shares (as set out in Clause above) or such other date as may be mutually agreed in writing between the Parties, and the joint venture stipulated under the Agreement as well as all applicable terms herein to the joint venture shall be effective upon the completion of the Subscription Shares.

3 5.1.5 Notwithstanding the Subscription, and unless agreed otherwise by the Shareholders the issued and paid-up capital of the JVC shall at all times, be held by the Shareholders in the Agreed Proportion as set out in the fourth column of Appendix A of this announcement unless the issued and paid-up capital of the JVC and/or the Agreed Proportion are varied in accordance with the terms of the Agreement or in such other manner as may be mutually agreed in writing between the Parties Upon the subscription of Shares by NMY and SPISB pursuant to Clause above, and unless the Parties shall agree otherwise in writing, each of the Parties shall exercise its respective powers for the time being in the JVC and take such other steps as for the time being lie within its powers to procure that any Shares for the time being unissued and any new Shares from time to time created shall, before they are issued, be first offered to each of the Parties, which is for the time being a Shareholder in the ratio that is reflective to the Agreed Proportion of the Parties. Should any Party not accept or only accepts a portion of its pro-rata entitlement in relation to any new Shares to be issued within thirty (30) days of its receipt of the offer, then such unaccepted Shares shall be offered to such other Shareholder who has fully accepted their respective entitlement under such issue Pursuant to Clause above and notwithstanding anything to the contrary in the Agreement, the Parties hereby agree that any Shares for the time being unissued and any new Shares from time to time created shall be done by way of a special resolution in a General Meeting For the avoidance of doubt, the consideration for any subscription of new Shares pursuant to this clause, whether by way of the Subscription or otherwise, shall be by cash unless otherwise agreed to between the Parties Where necessary, and save for where provided otherwise, Shares may only be issued to a person who is not a party to the Agreement after that person has executed a Deed of Accession under which the person agrees to be bound by the Agreement, provided always that the Parties consent to the issuance of Shares to such third party and all relevant approvals are obtained for such issuance of Shares. 5.2 Obligations Of The Parties NMY agrees to: provide the JVC with the know-how of the quality control for the Products of the Business to enable the JVC to ensure its competitiveness in the global market; and to be the sole exclusive distributor (unless agreed otherwise between NMY and the JVC) of the JVC in relation to the sale, export and distribution of the

4 5.2.2 SPISB agrees to: Products pursuant to an exclusive distributorship agreement to be entered into between NMY and the JVC following the incorporation of the JVC assist the Managing Director with the day-to-day operations, administration or management of the JVC; enter into a lease and/or tenancy agreement (whichever is applicable) with the JVC for the leasing and/or tenancy of its land, property and/or factory/plant as may be discussed between the Parties and the JVC (upon its incorporation) for the purposes of the Business; provide the JVC with the necessary engineering and construction knowledge, support and expertise to assist the JVC in the construction of any factory and/or plant on SPISB s property for the purposes of the Business, in particular during the stage of construction of the same by attending site meetings (on a fortnightly basis) and carrying out on-site inspections to ensure the quality of the works done, including the obtaining of the relevant approvals and licences required for the factory and/or plant; assist and support the JVC in the application and obtainment of all approvals necessary or required for the Business from any relevant regulatory authority; assist and support the JVC in relation to any matters involving grants, investment schemes, incentives schemes (including but not limited to tax incentives), licensing and/or approval by the Malaysian Government; assist and support the JVC on matters relating to human resource, specifically with the management of employees; and assist and support the JVC in its business judgement to ensure that the operations, administration and management of the JVC complies with the business practices, culture and ethics of Malaysia. 6. SOURCE OF FINANCING The joint venture will be financed through internally generated funds. 7. ESTIMATED TIME FRAME FOR COMPLETION Barring unforeseen circumstances, the JVA is expected to be completed within 15 months from the date of the JVA.

5 8. RATIONALE AND PROSPECT OF THE JOINT VENTURE The joint venture will provide Scanwolf a new source of revenue and opportunity to expand our business in building materials sector. The additional revenue contribution from the joint venture is expected to enhance the Company s profitability and returns on shareholders funds. Furthermore, Scanwolf will also benefit from the technology transfer from NMY in the long term. 9. RISK FACTORS The Board is not aware of any risk factors arising from the joint venture, other than the normal market and global economic risks. 10. FINANCIAL EFFECTS OF THE JOINT VENTURE The joint venture will not have any effect on the share capital and substantial shareholders shareholding of Scanwolf. The joint venture is not expected to have any material effect on the Group s earnings per share, net assets per share and gearing for the year ending 30 June DIRECTOR S AND/OR MAJOR SHAREHOLDERS INTEREST None of the Directors and/or major shareholders of Scanwolf and persons connected to them have any interest, direct or indirect, in the joint venture. 12. LIABILITIES TO BE ASSUMED BY SPISB There are no liabilities, including contingent liability and guarantee to be assumed by SPISB arising from the joint venture. 13. STATEMENT BY DIRECTORS The Board of Directors of Scanwolf after taking consideration into all aspects of the joint venture is fair, reasonable and on normal commercial terms and is in the best interest of the Company and not detrimental to the interest of the minority shareholders.

6 14. APPROVALS REQUIRED The joint venture is not subject to the approval of the shareholders of Scanwolf or any approval from the regulatory authorities. 15. DOCUMENTS FOR INSPECTION A copy of the JVA is available for inspection during normal office hours (except public holidays) at the registered office of Scanwolf at A Menara BHL Bank, Jalan Sultan Ahmad Shah, Penang for a period of 3 months from the date of this announcement. This announcement is dated 2 December 2016.

7 Appendix A NMY SPISB TOTAL No. of Subscription Shares 651,000 Shares of RM1.00 each 349,000 Shares of RM1.00 each 1,000,000 Shares of RM1.00 each Subscription Price (RM) 651, % 349, % 1,000, % Percentage (%) in the issued share capital of the JVC ( Agreed Proportion )