(The SSA, Option Agreement and Shareholders Agreement are collectively, referred to as the Agreements ).

Transcription

1 FLONIC HI-TEC BHD ( FLONIC OR COMPANY ) PROPOSED ACQUISITION OF 300,000 ORDINARY SHARES OF RM1.00 EACH IN JIWA HOLDINGS SDN BHD ( JIWA ) REPRESENTING A 30% EQUITY INTEREST IN JIWA BY FLONIC FOR A TOTAL CASH CONSIDERATION OF RM3.75 MILLION ( PROPOSED ACQUISITION ) PROPOSED DIVERSIFICATION OF THE PRINCIPAL ACTIVITIES OF FLONIC AND ITS SUBSIDIARIES ( FLONIC GROUP OR GROUP ) TO INCLUDE PROJECT MANAGEMENT, INTERIOR FIT OUT, MANUFACTURING AND TRADING IN WOOD FURNITURE ( PROPOSED DIVERSIFICATION ) (COLLECTIVELY, THE PROPOSALS ) 1. INTRODUCTION On behalf of the Board of Directors ( Board ) of Flonic, M&A Securities ( M&A Securities ) wishes to announce that the Company had on 7 January 2013 entered into the following agreements: (iii) a share sale agreement with Harris Hans Chua and Roy Thean Chong Yew (collectively, the Vendors ) for the proposed acquisition of 300,000 ordinary shares of RM1.00 each in Jiwa ( Jiwa Shares or Sale Shares ) representing 30% equity interest in Jiwa, for a total cash consideration of RM3,750,000 ( SSA ) ( Purchase Consideration ); an option agreement with the Vendors for the option to purchase an additional 210,000 Jiwa Shares representing 21% equity interest in Jiwa from the Vendors at a total purchase consideration of RM2,625,000 within 12 months from the date of completion of the SSA ( Option Agreement ); and a shareholders agreement with the Vendors and Jiwa to set out the responsibilities and obligations of the parties as well as to record the terms and conditions governing the structure and organisation of Jiwa and the shareholders respective rights and obligations in relation thereto ( Shareholders Agreement ) which shall be effective upon completion of the SSA. (The SSA, Option Agreement and Shareholders Agreement are collectively, referred to as the Agreements ). Upon the implementation of the Proposed Acquisition, the principal activities of Flonic Group would be diversified to include the principal activities of Jiwa and its subsidiaries ( Jiwa Group ) which is project management, interior fit out, manufacturing and trading in wood furniture. 2. THE PROPOSALS 2.1 Proposed Acquisition Details of the Proposed Acquisition Under the terms and conditions of the SSA, Flonic shall acquire the Sale Shares from the Vendors free from all encumbrances with all attached or accrued rights as at the date of completion of the SSA ( Completion Date ) for RM3.75 million which shall be satisfied entirely via cash payment.

2 The number of Sale Shares to be acquired and cash to be paid to the Vendors are as follows: Vendors No. of Sale Shares Consideration RM Harris Hans Chua 210,000 2,625,000 Roy Thean Chong Yew 90,000 1,125,000 Total 300,000 3,750,000 Pursuant to the Option Agreement, Flonic has the option to purchase an additional 210,000 Jiwa Shares representing 21% equity interest in Jiwa from the Vendors at a total purchase consideration of RM2,625,000 within 12 months from the date of completion of the SSA. The Jiwa Shares shall be acquired from the following Vendors under the terms of the Option Agreement: Vendors No. of Sale Shares Consideration RM Harris Hans Chua 147,000 1,837,500 Roy Thean Chong Yew 63, ,500 Total 210,000 2,625,000 Upon completion of the Proposed Acquisition and should Flonic exercise its option to purchase the additional 21% equity interest in Jiwa under the Option Agreement, Flonic s total equity interest in Jiwa shall be 51%, comprising 510,000 Jiwa Shares. Flonic, Jiwa and the Vendors have also entered into the Shareholders Agreement for the following purposes: to set out the responsibilities and obligations of the parties as shareholders of Jiwa; and to record the terms and conditions governing the structure and organisation of the Jiwa and the parties respective rights and obligations; Based on the terms of the Shareholders Agreement, Flonic will be able to, among others, control the composition of the board of directors of Jiwa in accordance with the definition in Section 5 of the Companies Act 1965 ( Act ). Should Flonic choose to take board control of Jiwa, pursuant to Section 5 of the Act, Jiwa will be a subsidiary of Flonic. The salient terms of the SSA, Option Agreement and Shareholders Agreement are set out in Section of this Announcement Details of Jiwa Jiwa was incorporated in as a private limited company under the Act on 4 January Jiwa is the holding company of the Jiwa Group and its principal activities are project management, involving interior design and furnishing projects. In addition, the Jiwa Group manufactures customised and commercial cast goods and trades in wooden furniture.

3 The past projects that the Jiwa Group has completed are as follows: Name project of Royale Chulan Hotel Location Area of work Client Name Project Value (RM) Kuala Lumpur, Fit out works, and supply of loose furniture IRAT Hotels & Resorts Sdn Bhd/ Tranzform Design Consultants Period 839,730 August 2008 to December 2008 Villa Green Show Units Tropicana, Petaling Jaya, Interior fit out works and renovation works Damansara Impian Sdn Bhd/ Tranzform Design Consultants 1,231,000 July 2009 to September 2009 Sime Darby Property Townhouse Kuala Lumpur, Interior fit out works and renovation works Sime Darby Berhad / Linear Design 2,708,089 September 2009 to March 2010 Riche Monde s Office Kuala Lumpur, Project management, carpentry and renovation works and supply of furniture Riche Monde / Tranzform Design Consultants 860,077 March 2010 to May 2010 Palace Justice of Putrajaya, Carpentry work and supply of loose furniture for judges chambers Dehpoh (M) 102,410 December 2009 to February 2010 AMC Shah Alam, Office renovation works and supply of furniture AMC Allied Metalcraft Corporate Sdn Bhd/ Tranzform Design Consultants 521,298 March 2010 to June 2010 Melilea Bangsar South, Kuala Lumpur, Project management, carpentry and renovation works and supply of furniture Melilia (M) Sdn Bhd/ Tranzform Design Consultants 16,385,754 March 2011 to October 2011 Sedania Corporation Office Kelana Jaya, Selangor, Project management, carpentry and renovation works and supply of furniture Sedania Corporation 607,907 November 2011 to February 2012

4 Name project Lat s Place of Location Area of work Client Name Project Value (RM) Nusajaya, Johor, Interior fit out works and renovation works, and supply of furniture Pico-Sanderson () Sdn Bhd Period 250,000 October 2012 to December 2012 The on-going projects that the Jiwa Group are involved in are as follows: Name project of Location Area of work Client Name Estimated Project Value (RM) Estimated Period Hotel Royal Kuala Lumpur, Carpentry and renovation works and supply of loose furniture Premium Lodge 15,000,000 April 2012 to August 2013 Majestic Hotel Kuala Lumpur, Carpentry work and supply of loose furniture Federal Furniture Industries Sdn Bhd / Yin Shun Enterprise 1,500,000 September 2012 to January 2013 Details of the Jiwa s subsidiaries and its principal activities are as follows: Name Issued and paid-up share capital/ Country of incorporation Equity Interest (%) Principal Activities Subsidiaries Jiwa Furniture Marketing Sdn Bhd Jiwa Furniture Jiwa Project RM50,000/ 100 Trading of industrial and wood furniture, fixtures and appliances RM1,000,000/ 100 Project management, interior fit out, manufacturing and trading in wood furniture RM100/ 70 Project management and interior fit out work Jiwa M & E Services Sdn Bhd * RM100,000/ 40 Mechanical and electrical maintenance services Note: * Deemed a subsidiary as Jiwa has control over the board and the management of Jiwa M & E Services.

5 As at the date of this announcement, Jiwa has an authorised share capital of RM1,000,000 comprising 1,000,000 Jiwa Shares, all of which are fully issued and paid-up. Jiwa has no associate company. The Directors/shareholders of Jiwa and their respective shareholdings as at the date of this announcement are set out below: Shareholders/Directors of Jiwa No. of Jiwa Shares % Harris Hans Chua 700, Roy Thean Chong Yew 300, Total 1,000, The historical financial information of the Jiwa based on its audited consolidated financial statements for the financial period from 4 January 2010 to 30 September 2010 ( FPE 30 September 2010 ) and financial year ended ( FYE ) 30 September 2011 to 2012 are set out below: FPE 30 September FYE 30 September FYE 30 September RM 000 RM 000 RM 000 Revenue 4,343 10,675 10,602 Profit before taxation ( PBT ) ,042 Taxation (48) (90) (875) Profit after taxation ( PAT ) ,167 Non-controlling Interest ( NCI ) 22 (47) - PAT and after NCI ,167 Shareholders funds/net assets ( NA ) 698 1,949 3,969 Borrowings Commentary: FPE 30 September 2010 For the FPE 30 September 2010 ( FPE 2010 ), the Jiwa Group recorded revenue of RM4.34 million. The main revenue sources were from project management activities comprising interior fit-out work done for the Melilea Project. The Jiwa Group s PAT was recorded at RM0.18 million for the FPE FYE 30 September 2011 The Jiwa Group s revenue for the FYE 30 September 2011 ( FYE 2011 ) increased to RM10.68 millon from RM4.34 million, representing a % increase as compared to FPE The main contribution of revenue was from project management activities comprising interior fit-out work done for the Melilea Project.

6 In FYE 2011, the PAT of Jiwa Group stood at RM0.35 million, representing a 90.76% increase as compared to FPE During FYE 2011, Jiwa Furniture was consolidated into the Jiwa Group and had contributed partially to the increase in the PAT. FYE 30 September 2012 For the FYE 30 September 2012 ( FYE 2012 ), the Jiwa Group recorded a slight fall in revenue of RM10.60 million from RM10.68 million, representing a decrease of 0.75% as compared to FYE The revenue for FYE 2012 was derived mainly from the Hotel Royal Project. The PAT recorded for FYE 2012 was RM2.17 million, representing an increase of % in PAT from FYE This favourable result was contributed by improved profit margins achieved from the hotel projects as well as from the supply of loose furniture and carpentry works Information on the Vendors The details of the Vendors together with their number of Jiwa Shares held as at the date of this announcement are set out below: Names of Vendors Nationality Position Held in Jiwa No. of Jiwa Shares held Equity Interest in Jiwa (%) Harris Hans Chua n Director 700, Roy Thean Chong Yew n Director 300, Total 1,000, Basis and justification of the purchase consideration The Purchase Consideration was arrived at between Flonic and the Vendors on a willing buyerwilling seller basis after taking into consideration of the following: (iii) (iv) (v) (vi) the audited consolidated NA of Jiwa as at 30 September 2012 of RM3.97 million; the implied price-to-book ( P/B ) multiple of approximately 3.15 times based on the consolidated audited NA of Jiwa as at 30 September 2012 of RM3.97 million; profit guarantee by the Vendors that the PAT attributable to the shareholders of Jiwa for the financial year ending 30 September 2013 shall not be less than RM2.9 million ( Profit Guarantee ); the implied price-to-earnings ( P/E ) multiple of 4.31 times based on the Profit Guarantee; the historical performance and operating history of the Jiwa Group; the future earnings potential of the Jiwa Group after taking into consideration the economic outlook and future prospects of the Jiwa Group;

7 Profit Guarantee Under the terms of the SSA, the Vendors warrants, represents and undertakes to the Company that the Jiwa Group shall for the financial year ending 30 September 2013 achieve the amount of audited consolidated PAT attributable to the shareholders of Jiwa of not less than RM2.9 million. In the event the Jiwa Group s audited PAT attributable to the shareholders of Jiwa for the financial year ending 30 September 2013 of not less than RM2.9 million is not met, the Vendors shall compensate for the amount of short fall in the Profit Guarantee by paying to the Company, a cash sum based on the formula set out below ( Compensation Sum ) within 30 days from receiving a notice in writing from the Company to make such payment in their respective proportion of the Sale Shares. Compensation Sum = Shortfall in Profit Guarantee x 30% x 4.31 The maximum amount payable by the Vendors to the Company shall not exceed RM3.75 million which is the amount of the Purchase Consideration. In the event the Vendors fails to make full payment of the Compensation Sum within 30 days from receiving a notice from the Company to make such payment, an interest rate of 10% per annum on the amount of short fall in the Compensation Sum shall be imposed on the Vendors up to and including the date they make the payment to the Company. The terms and conditions on the Profit Guarantee are set out in Section (iv) below Source of funding RM0.375 million will be paid from existing cash while the remaining Purchase Consideration will be funded via borrowings to be secured Liabilities to be assumed and estimated financial commitments pursuant to the Proposed Acquisition Flonic will not assume any additional liabilities (including contingent liabilities and guarantees (if any)) under the Proposed Acquisition. The existing liabilities of the Jiwa Group will be settled in the normal course of business. There are no additional financial commitments required from Flonic in respect of the Proposed Acquisition Salient Terms of the Agreements SSA The salient terms of the Agreements are as follows: Purchase Consideration: Pursuant to the SSA, the Vendors has agreed to sell and Flonic has agreed to buy 300,000 Sale Shares representing a 30% equity interest in Jiwa from the Vendors for a total Purchase Consideration of RM3,750, to be satisfied wholly in cash; Flonic shall pay to the Vendors: The deposit amount of RM0.375 million upon signing of the SSA; and The final payment of RM3.375 million at Completion Date.

8 Conditions Precedent: The obligations of the Vendors to sell and of the Company to buy the Jiwa Shares on the terms of the SSA are conditional on the following which shall be met by the last day of four (4) months from the date of the SSA or such extended date as to be mutually agreed by the Company and the Vendors ( Last Conditions Date ): a resolution in general meeting of the Company being passed on terms and conditions (if any) considered appropriate by or acceptable to the Company s Board: approving and ratifying the SSA and the transactions and matters contemplated by it; and authorising the Company s Board to carry out the Proposed Acquisition and any other matters contemplated under the Proposed Acquisition; (c) (d) (e) (f) a resolution of the board of directors of Jiwa being passed on terms and conditions (if any) acceptable to the Company s Board, approving the transfer of the Jiwa Shares to the Company or its nominee(s); the Company being satisfied in all respects with the results of audits, due diligence reviews and any other inquiries and investigations (whether legal, financial, accounting and/or otherwise whatever and whether conducted by lawyers, accountants, the Company or its employees or officers or other representatives or otherwise whatever) into the business, matters and affairs of the Jiwa Group and with the results of any reports prepared by persons conducting any such audits, due diligence reviews, inquiries or investigations; the consents of all financial institutions, contracting parties, licensing authorities and any other parties in relation to any contracts, banking facilities and licenses involving and/or affecting Jiwa to which consent is required for the SSA or any transactions or matters contemplated by it being obtained; and the entry into the Option Agreement, salient terms of which are as set out in Section and the entry into the Shareholders Agreement, salient terms of which are as set out in Section (iii) Termination: Flonic may (but shall not be obliged to) at any time before Completion Date by notice to the Vendors terminate the SSA if: (iii) (iv) the Conditions Precedent set out in Section are not satisfied (to the extent not waived) by the Last Conditions Date; or all or any of the Vendors breach or is likely to breach (whether material or not) any of its obligations under the SSA or any of the Warranties; or it appears that any of the warranties and representations given by the Vendors to the Company ( Warranties ) is or has become inaccurate or misleading; or any act or event occurs which had it occurred before the SSA date would have constituted a breach of any of the Warranties; or

9 (v) (vi) (vii) (viii) the Company is not satisfied with the results of the due diligence or the results of audits, due diligence reviews and any other inquiries and investigations (whether legal, financial, accounting and/or otherwise whatever and whether conducted by lawyers, accountants, the Company or its employees or officers or other representatives or otherwise whatever) into the business, matters and affairs of the Jiwa Group referred to in Section ; or The Jiwa Group sustain a loss on account of fire, flood, accident or other calamity which in the opinion of the Company materially and adversely affect the Jiwa Group (regardless of whether or not such loss has been insured); or all or any of the Vendors is or becomes insolvent or bankrupt; or any of the licences, approvals or permits held by the Jiwa Group, necessary or expedient for the carrying out of its business is revoked, varied, not renewed or ceases or threatens to cease to be valid for any reason whatever. The Vendor(s) may (but shall not be obliged to) at any time before Completion Date by notice to the Company terminate the SSA if: (iii) the Company is or becomes insolvent or bankrupt; or the Company fails or refuses to pay the Purchase Consideration to the Vendors on the Completion Date which has been mutually agreed and fixed by both parties; or the Conditions Precedent set out in Section are not satisfied (to the extent not waived) by the Last Conditions Date or such conditions imposed which is not acceptable to the Vendors. (iv) Profit Guarantee: Under the terms of the SSA, the Vendors warrants, represents and undertakes to Flonic that: Jiwa Group shall for the financial year ending 30 September 2013 achieve the amount of not less than RM2.9 million for the audited consolidated PAT attributable to the shareholders of Jiwa ( Guaranteed Profit ). In the event Jiwa is unable to meet its Profit Guarantee in the financial year ending 30 September 2013, the Vendors shall without prejudice to any other rights of the Company, compensate for the amount of short fall in the Profit Guarantee in the financial year ending 30 September 2013 by paying to the Company, a Compensation Sum based on the formula set out below in their respective proportion of the Sale Shares immediately prior to completion within 30 days from receiving a notice from the Company to make such payment (such notification to be given by the Company within 30 days from the date the audited consolidated financial statements of Jiwa is made available to the Company). Compensation Sum = Shortfall in Profit Guarantee x 30% x 4.31 (c) (d) For the avoidance of doubt, the maximum Compensation Sum to be made by the Vendors to the Company shall not exceed RM3.75 million. In the event the Vendors fails to make the full payment within 30 days from receiving a notice from the Company to make such payment, an interest rate of

10 Option Agreement ten percent (10%) per annum on the amount of short fall in the Compensation Sum shall be imposed on the Vendors up to and including the date they make the payment to the Company. Grant of option: In consideration of the sum of RM1.00 paid by the Company to Jiwa, the Vendors agrees to grant to the Company an option to purchase the 210,000 option shares from the Vendors ( Option Shares )( Option ), representing 21% equity interests in Jiwa for a purchase consideration of RM12.50 per Option Share, free from all claims charges liens or other encumbrances and with all rights, benefits and title attached thereto at the purchase price stated in Section (c) herein and in the manner upon the terms and conditions contained hereinafter. Period and Exercise of Option: (c) (d) (e) The Company shall be entitled to exercise the Option at any time commencing from the date of completion of the SSA for a period of twelve (12) months from the date of completion of the SSA or any such extended period that the parties may agree to in writing ( Option Period ). The Option shall be exercised by a notice in writing and signed and served by the Company onto the Vendors at any time during the Option Period ( Option Notice ). Subject to adjustment as stated in Section (iii), the parties herein agree that the purchase price for each unit of the Option Shares, is RM12.50 only ( the Purchase Price ). The parties herein agree that where it is warranted pursuant to the governing rules, regulation and statutory provisions, they shall take the necessary steps and make the necessary applications to such relevant bodies for the approval for the purchase of the Option Shares and upon the terms and conditions hereinafter mentioned. The parties hereto agree that the Company shall, settle the full Purchase Price for the purchase of the Option Shares under the Option Notice, within Twenty One (21) market days (in the event the Flonic s shareholders approval is NOT required) or within Sixty (60) Market Days (in the event the Flonic s shareholders approval is required) from the date inclusive of receipt of the Option Notice by the Vendors from the Company, via the mode of satisfaction to be notified by the Company as set out in the Option Notice. (iii) Adjustment and Compensation Adjustment In the event of any alteration in the capital structure of Jiwa during the Option Period, whether by way of capitalisation of profit or reserves, rights issues, bonus issues, reduction, subdivisions or consolidation of capital or otherwise howsoever taking place: the Purchase Price; and/or the number of Option Shares comprised in the Option so far as unexercised;

11 may be adjusted in such manner to so as not to have any impact to the Option and/or Option Shares prior to such alteration. In the event the Profit Guarantee (as defined in the Share Sale Agreement) is not met PRIOR to the exercise of the Option (ie the audited consolidated PAT of Jiwa is less than RM2,900,000), the Purchase Price per Option Share shall be adjusted ( Adjusted Purchase Price ) as follows: Adjusted Purchase Price per Option Share = RM Reduction per Option Share Reduction per Option Share = (RM2,900,000 audited consolidated PAT attributable to the shareholders of Jiwa) X 4.31/Total Issued Shares Total Issued Shares = 1,000,000 Compensation In the event the Profit Guarantee (as defined in the Share Sale Agreement) is not met AFTER the exercise of the Option (ie the audited consolidated PAT attributable to the shareholders of Jiwa is less than RM2,900,000), the Vendors shall compensate the Company by paying to the Company, a Compensation Sum based on the formula set out in below in their respective proportion of the Jiwa Shares held by the Vendors immediately prior to the exercise of the Options by Flonic, within 30 days from receiving a notice from Flonic to make such payment (such notification to be given by Flonic within 30 days from the date the audited financial consolidated statements of Jiwa is made available to the Company). Compensation Sum = Shortfall in Profit Guarantee x 21% x 4.31 For the avoidance of doubt, the maximum payment to be made by the Vendors to the Company shall not exceed the Purchase Price paid for the Option Shares. (iv) Termination: The Option Agreement shall terminate on the expiry of the Option Period and the Options not exercised by the Company on or prior to the Option Period via the Option Notice shall automatically lapse or unless the Company elects to rescind the Option Agreement at any time during the Option Period and thereafter the Option Agreement shall be rescinded and the parties rights and obligations hereunder shall cease. (v) Time of the Essence: Time shall be of the essence as regards any date or period determined under the Option Agreement save only to the extent that any such date or period may be altered by mutual agreement between parties whereupon time shall be of the essence as regards such date or period so altered. (vi) Assignment: The Option Agreement, and any and all rights and obligations hereunder, shall not be assigned, transferred or delegated by any party without the Company s prior written consent, which consent shall not be unreasonably withheld. The Company may freely assign, transfer or delegate all or part of its rights hereunder to any of its related

12 corporation. Subject to the foregoing, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties Shareholders Agreement Capital Contribution and Sharing of Profits: The equity interest in Jiwa after the completion of the SSA shall be in the following proportion: Vendors : 70% Flonic : 30% and all profits, loss and liabilities arising out of the business of Jiwa shall be jointly shared met with and discharged by the parties hereto in the same proportion as their respective equity interest held. The equity interest in Jiwa in the event of the exercise of the option pursuant to the Option Agreement shall be in the following proportion: Vendors : 49% Flonic : 51% and all profits, loss and liabilities arising out of the business of Jiwa shall be jointly shared met with and discharged by the parties hereto in the same proportion as their respective equity interest held. (c) (d) The parties hereto agree that the paid-up and authorised capital of Jiwa shall be increased only by mutual agreement in writing of the parties hereto from time to time to meet the working capital of Jiwa and shall be subscribed for in cash by the parties hereto in the proportion of their equity holdings. It is agreed by the parties that: (iii) that the parties shall each nominate two persons each as authorised signatories of all the banking accounts of Jiwa and all its subsidiaries/associate companies of which the mandatory signatory shall be one person from the Vendors and one person from Flonic; Flonic may nominate up to three (3) representatives (per subsidiary company) as Directors of Jiwa and all its subsidiaries and one (1) representative to the associate company of the Group; power to dismiss and remove from office the persons so nominated and appointed by the respective Party from time to time or their alternates and nominate and appoint others in their place from time to time as they deem fit and the Directors so nominated and appointed shall continue in office and shall exercise all powers conferred on them by the Memorandum and Articles of Association of Jiwa until he resigns or is dismissed or removed from office or until the Party so appointing him ceases to be a shareholder of Jiwa.

13 Board of Directors For the purpose of the effective management and running of Jiwa, the parties hereto agree that the Board of Directors of Jiwa (hereinafter referred to as the "Jiwa Board") shall be composed of not more than seven (7) Directors of which: (c) Two (2) Directors may be appointed by the Vendors; Three (3) Directors may be appointed by Flonic; and Two (2) independent directors may be appointed (if required). The Chairman of Jiwa Board shall be appointed from amongst the Directors nominated by Flonic. In the event of any equality of votes whether at board meetings or at general meetings of Jiwa (whether on show of hands or on a poll being demanded), the Chairman shall have a casting or second vote. (iii) Composition of Board Committees Each committee of the Jiwa Board which is established and in effect from time to time shall be constituted as nearly as may be possible by the representatives of the parties in accordance with their rights set out in Section of this Announcement. The Board shall determine the scope and authority of each committee and the rules for the proceedings and decision making of each committee subject that the committees shall not have the powers to decide on any reserved matter which shall be reserved for the approvals as set out in the Shareholders Agreement, but the committee may implement any reserved matter which has been duly approved. (iv) Non Competition The shareholders covenants that for as long as they are a party to the Shareholders Agreement they shall not and shall procure that neither their subsidiaries nor related corporations shall be engaged, concerned, or interested either directly or indirectly and whether on their own behalf or on behalf of or in association with others or in any capacity, in carrying on a similar business in competition to that carried on by Jiwa. The shareholders covenants that for as long as they are a party to this Shareholders Agreement they shall not and shall procure that their subsidiaries and related corporations shall not solicit in competition with Jiwa the custom of any person who at that time is or was a customer of Jiwa. (v) Capital Injections The shareholders acknowledge that the Jiwa Group may from time to time, require further injections of capital for purposes of working capital. Each of the shareholders therefore, agree with and undertake with each other that they shall, jointly and severally, contribute towards such amounts of advances required to be made to the Jiwa Group in cash according to their shareholding proportion or procure the issuance of further shares in the Jiwa Group equivalent to the amount of advances required. Any advances or subscription as referred to in above (as the case may be) shall be made within thirty (30) days from receipt of the written notice by the Jiwa Group. In the event the remaining Shareholders, whether acting jointly or severally, fail to pay or subscribe for their required contribution within the said

14 thirty (30) day period, such failure shall constitute a breach of the Shareholders Agreement which shall be dealt with in accordance with Section (vi) below. (vi) Tag Along Rights If Flonic rejects an offer made by the Vendors and the Vendors accepts an offer from/makes an offer to sell to any third party buyer(s) hereinafter called the Tag Along Buyer ) for all or any of its shares whether through a single transaction or series of transactions, then the Vendors shall, give written notice to Flonic (hereinafter referred to as the Sale Notice ) informing of its sale of its shares to the Tag Along Buyer and stating therein the name and address of the Tag Along Buyer, the number of shares the Vendors has agreed to sell to the Tag Along Buyer (hereinafter referred to as the First Party Sale Shares ), (c) the purchase consideration per share agreed to be paid by the Tag Along Buyer for the Vendors Sale Shares (hereinafter referred to as the Per Share Sale Price ), (d) the principal terms and conditions of sale, and (e) the proposed date of completion of the sale of the Vendors Sale Shares to the Tag Along Buyer. Upon receipt of the Sale Notice, Flonic may if it so desires, elect to participate and tag along in the sale of shares to the Tag Along Buyer by giving written notice thereof to the Vendors (hereinafter referred to the "Tag Along Notice") within (14) days from the date of its receipt of the Sale Notice (hereinafter referred to the "Tag Along Notification Period") and stating therein the number of shares it proposes to sell to the Tag Along Buyer (hereinafter referred to the "Tag Along Sale Shares"). Flonic s participation in the sale of shares to the Tag Along Buyer shall be subject to and conditional upon the following: the price for each Tag Along Sale Share shall be equal to the Per Share Sale Price; and the sale of the Tag Along Sale Shares shall unless otherwise agreed by the Parties, be upon the same terms and conditions of sale as agreed between the Vendors and the Tag Along Buyer. The Tag Along Notice must not contain any other price, terms and/or conditions of sale and once delivered, the Tag Along Notice shall be irrevocable. (c) In the event Flonic fails to deliver a Tag Along Notice to the Vendors within the Tag Along Notification Period, Flonic shall be deemed to have declined to tag along in the sale of shares to the Tag Along Buyer. If Flonic delivers a Tag Along Notice to the Vendors within the Tag Along Notification Period, then the Vendors shall notify the Tag Along Buyer and cause the Tag Along Buyer to purchase the Tag Along Sale Shares from Flonic at the Per Share Sale Price at the same time as the purchase from the Vendors. (vii) Termination Either Party may terminate the Shareholders Agreement by giving notice of such termination to the other when the other Party becomes insolvent or commits an act of bankruptcy or make a compromise for the benefit of creditors, or if a committee of creditors is appointed to represent its business and the Party fails within sixty (60) days following the appointment of such committee to effect the discharge of such committee or if the other Party commits any other act indicating insolvency. In the event of a breach by either Party of any of the provisions of the Shareholders Agreement; then the other Party shall give written notice to the

15 Party in breach to remedy the said breach within one (1) month failing which the Party not in breach may thereafter give written notice to forthwith terminate the Shareholders Agreement. (c) (d) Upon the termination of the Shareholders Agreement the rights or obligations of the parties hereunder shall cease without prejudice to the rights and remedies of the parties against each other in respect of any antecedent breach of the Shareholders Agreement or any rights or obligation of either Party hereunder arising prior to the termination of the Shareholders Agreement. In lieu of giving notice to terminate the Shareholders Agreement under any event of default as set out in Sections (v) and (v) of this Announcement, the non-defaulting party shall be entitled in its entire discretion to require the defaulting party to sell all of the shares held by the defaulting party by delivering written notice to the defaulting party at any time within 30 days of the occurrence of such default stating the option hereby conferred is exercised. If such option is exercised, the party selling the shares shall sell the same free of any liens, encumbrances pledges, charges together with all rights, interests and benefits attaching thereto on completion and thereafter. The value of the shares shall be mutually agreed upon failing which the shares shall be based on the net tangible assets value per Share as reflected in the latest audited consolidated financial statements of the Company OR 10% discount to the fair price of Jiwa (whichever is the lower). 2.2 Proposed Diversification Upon the implementation of the Proposed Acquisition, the principal activities of Flonic Group would be diversified to include the principal activities of the Jiwa Group which is project management, interior fit out, manufacturing and trading in wood furniture. The Vendors have sufficient experience in the interior design industry to drive the key technical and management team of the Jiwa Group. Also, the Vendors will retain at least 49% equity interest in the Jiwa Group after the completion of the both the SSA and Option Agreement. Based on the audited PAT of Jiwa for the FYE 30 September 2012 of RM2.17 million and the net loss of Flonic based on the unaudited consolidated Financial Statement for the nine (9) months financial period ended ( FPE ) 31 October 2012 of RM0.34 million, the future contribution of the Proposed Acquisition to the net profits of the Flonic Group may be more than twenty five per cent (25%). Accordingly, Flonic shall seek the approval of its shareholders for the Proposed Diversification pursuant to Paragraph of the ACE Market Listing Requirements of Bursa Securities Berhad ( Bursa Securities ) ( Listing Requirements ). 3 RATIONALE The Flonic Group is principally engaged in the design, distribute and manufacture precision cleaning system. The Group business is related to the global economy and due to the global economic slowdown, the revenue of the Flonic Group have been decreasing. The Jiwa Group is involved in project management, interior fit out, manufacturing and trading in wood furniture. Therefore, the Proposed Diversification represents part of Flonic s long term strategy to diversify its business to project management operations/interior design instead of cleaning system operations which have been adversely impacted by the global economic downturn. The Proposed Diversification is also part of Flonic s plan to mitigate the overdependence on its existing core business and to diversify its revenue sources. Based on the Profit Guarantee

16 under the Proposed Acquisition, the Proposed Diversification will contribute positively to Flonic s future earnings and improve the financial position of the Flonic Group in the long term as the Board is confident on the prospects of the Jiwa Group. As such, the Board did not consider other types of businesses for the diversification of the Group s operation. The Board is also of the view that the Interior Design Industry in has good long term growth prospects as there is an increased demand for interior designing services and furniture products. 4 RISK FACTORS 4.1 Business Risk As Jiwa Group is primarily involved in providing interior design services for the commercial and leisure property segments, it is reliant on business spending and consumer sentiments. This includes both primary and secondary commercial and leisure properties. In general, interior design services in the commercial and leisure property segments involve higher value projects. The volume of property transactions in the commercial property segment increased by a CAGR of 11.9% between the years 2007 and The supply of hotels in increased at a CAGR of 3.5% between 2007 and As a result, the Jiwa Group is less susceptible to the vagaries of the residential property segment. 4.2 Transaction Risk The Proposed Acquisition is subject to the risk of non-completion of the SSA for whatsoever reason (other than due to any act or default of the Purchaser or the Vendors). The completion of the Proposed Acquisition is conditional upon the following conditions precedent in the SSA being satisfied and/or waived as the case maybe (as set out in Section 7 of this Announcement). There can be no assurance that the Proposed Acquisition will not be exposed to risks such as the inability to obtain the approvals from the relevant parties and/or inability to comply with the conditions imposed by the relevant authorities, if any. However, Flonic will take and continue to take all reasonable steps to ensure satisfaction and/or waiver, as the case maybe, to ensure completion of the Proposed Acquisition. 4.3 Business Diversification Risk The Flonic Group is principally engaged in the design and manufacture of precision cleaning systems. As the implementation of the Proposed Diversification would result in diversification of the Flonic Group s business to include interior design, the Flonic Group will be subject to new challenges and risks arising from interior design industry in which the Flonic Group has not been directly participating in the past. Nevertheless, the Company believes that collectively, the Vendors have sufficient experience in the interior design industry to drive the key technical and management team of the Jiwa Group. Further, there is no assurance that in the event any key Director or member of the management of Jiwa should resign, it will not adversely affect the Group s ability to succeed and compete in the interior design industry arising from the Proposed Diversification. In particular, the loss of key management without suitable and timely replacement could have a material adverse impact on the business. This risk is mitigated as the Vendors will retain at least 49% equity interest in the Jiwa Group after the completion of the Proposed Acquisition and assuming the Option Agreement is effected.

17 5 OUTLOOK AND PROSPECTS 5.1 Overview and prospects of the n Economy s strong economic fundamentals coupled with the Government s effective demand management policies enabled the economy to rebound strongly from the 2008/2009 global financial crisis. The swift recovery in the wake of the worst global economic slump since the 1930s, exemplifies the solidarity of ns as well as the commitment of the Government in focusing and providing quick outcomes in areas that matter most to the nation. On the demand side, private consumption and investment activities will support growth while economic expansion on the supply side will be driven by improvements in technology and labour productivity as well as the efficient use of capital. Despite the uncertainties in the external sector, the economy is expected to register an expansion of 5% - 6% in This will translate into a nominal Gross National Income (GNI) per capita growth of 7.4% from RM28,725 to RM30,856, or in purchasing power parity terms, from USD16,529 to USD17,445. On the demand side, growth will emanate from domestic demand, particularly private consumption and investment expenditures which are expected to expand 7.1% and 15.9%, respectively. Despite the increase in demand, inflation will remain manageable following the expansion from the supply side. In short, all sectors in the economy are expected to contribute to growth, with the services and manufacturing sectors spearheading the expansion. (Source: Economic Report 2011/2012 issued by the Ministry of Finance, ) 5.2 Overview and prospects of the Interior Design Industry in There remains ample room for growth in the n interior design industry, as demand for interior design services is anticipated to increase in tandem with the overall expansion of the property market as well as the increasing awareness and interests in the benefits of interior designs among property owners and property development companies. The Jiwa Group is well positioned to capitalise on the growth opportunities in the n interior design industry. In the commercial and leisure property segments, demand for interior design services is anticipated to be healthy as good designs are able to assist to attract more businesses, especially among hotels, resorts and restaurants. Interior design services are also anticipated to increase in the healthcare industry, as interior designers will be needed to make these facilities as comfortable and homelike as possible for patients. (Source: InfoBusiness Research) 5.3 Prospects of the enlarged Flonic Group The Proposed Diversification represents part of Flonic s long term strategy to diversify its business to project management operations/interior design instead of cleaning system operations which have been adversely impacted by the global economic downturn. The Proposed Diversification is also part of Flonic s plan to mitigate the overdependence on its existing core business and to diversify its revenue sources. Based on the Profit Guarantee under the Proposed Acquisition, the Proposed Diversification will contribute positively to Flonic s future earnings and improve the financial position of the Flonic Group in the long term as the Board is confident on the prospects of the Jiwa Group.

18 6 FINANCIAL EFFECTS OF THE PROPOSALS 6.1 Share Capital The Proposals will not have any effect on the issued and paid-up share capital of Flonic as the Purchase Consideration will be satisfied fully in cash. 6.2 Substantial Shareholders Shareholding The Proposals will not have any effect on the substantial shareholders shareholding of the Company. 6.3 NA and Gearing Based on the audited consolidated financial statements of Flonic as at 31 January 2012, the proforma effects of the Proposed Acquisition after the Rights Issue (defined below) on the consolidated NA and gearing of Flonic are shown below: (I) (II) (II) Audited as at 31 January 2012 After (I) and the Rights Issue^ After the Proposed Acquisition (RM 000) (RM 000) (RM 000) Share capital 14,000 34,995 34,995 Share Premium Foreign exchange translation reserve Warrants reserve Merger reserve (2,575) (2,575) (2,575) Accumulated losses (8,272) (8,883) (9,183) Shareholders equity 3,906 24,351 24,051 No. of shares ( 000) 140, , ,945 NA per share (RM) Borrowings ,259 Gearing (times) Notes: ^ The rights issue was completed on the 22 June 2012 with the issuance/listing of 209,944,931 new Flonic Shares at the issue price of RM0.10 each as well as 139,963,254 warrants ( Rights Issue ). * Expenses in relation to the Proposed Acquisition amounting to RM300,000. The Proposed Diversification will not have any effect on the NA and gearing of the Company. 6.4 Earnings and earnings per share Barring any unforeseen circumstances, the Proposals, if implemented, are expected to contribute positively to the long-term future earnings and earnings per share of the Flonic Group.

19 7 APPROVALS REQUIRED The Proposals are subject to and conditional upon approvals from, amongst others, the following: the shareholders of Flonic at an extraordinary general meeting to be held for the Proposals; and other relevant authorities, if required. The Proposals are interconditional and not conditional upon any other corporate exercise undertaken by Flonic (if any). 8. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSALS PURSUANT TO PARAGRAPH 10.02(g) The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Listing Requirements is 29.40%, which is the aggregate consideration of Jiwa of RM6.375 million compared against the NA of Flonic as at 31 October The unaudited financial statement of Flonic for FPE 31 October 2012 has been reviewed by the auditors of Flonic, Messrs Siew Boon Yeong & Associates. 9. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors or major shareholders of Flonic or persons connected to the Directors and/or major shareholders of Flonic have any interest, direct or indirect, in the Proposals. 10. DIRECTORS STATEMENT After taking into consideration all aspects of the Proposals, the Board of Flonic is of the opinion that the Proposals are fair and reasonable and in the best interest of the Flonic Group. 11. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposals are expected to be completed by within five (5) months from the date of the SSA. 12. DOCUMENTS AVAILABLE FOR INSPECTION The Agreements are available for inspection at the registered office of Flonic at Wisma Little, Unit OG1, Lot 3, Jalan Halba 16/16, Section 16, Shah Alam Industrial Estate Shah Alam, Selangor Darul Ehsan during normal business hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 7 January 2013.