IDEAL JACOBS (MALAYSIA) CORPORATION BHD ( IJACOBS OR THE COMPANY )

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1 IDEAL JACOBS (MALAYSIA) CORPORATION BHD ( IJACOBS OR THE COMPANY ) HEADS OF AGREEMENT IN RELATION TO THE PROPOSED REVERSE TAKE- OVER OF IJACOBS BY CEKAP TECHNICAL SERVICES SDN BHD ( CTSSB ) AND MECIP GLOBAL ENGINEERS SDN BHD ( MECIP ) 1. INTRODUCTION M&A Securities Sdn Bhd on behalf of the Board of Directors of IJACOBS wishes to announce that the Company has on 16 June 2014 entered into a Heads of Agreement ( HOA ) with the vendors of CTSSB and MECIP for the proposals set out below. Pursuant to the HOA, IJACOBS and the vendors of CTSSB and MECIP have jointly agreed to negotiate exclusively in good faith the detailed terms and conditions of the proposals with the intention to finalise and enter into the relevant definitive agreements within sixty (60) days from the date of the HOA or such other longer period as the parties may mutually agree upon. 1.1 Proposed Acquisitions The proposed reverse take-over of IJACOBS by CTSSB and MECIP, which entails IJACOBS or a special purpose vehicle ( SPV ) acquiring the entire issued and paid-up share capital in CTSSB and MECIP (collectively, the Target Companies and individually, the Target Company ) from the vendors of CTSSB and MECIP for a purchase consideration to be determined later, shall be satisfied by the issuance of new ordinary shares at an issue price of RM0.25 per share ( Consideration Shares ) ( Proposed Acquisitions ). The vendors of CTSSB are Md Nazir Bin Md Kassim and Sofiyan Bin Yahya ( CTSSB Vendors ). The vendors of MECIP are Ahmad Nazari Bin Ashari, Mohd Nor Bin Abd Basar, Ali Haslan Bin Husain and MECIP (M) Sdn Bhd ( MECIP Vendors ). 1.2 Proposed Exemption Proposed exemption to the CTSSB Vendors and MECIP Vendors from the obligation to undertake a mandatory take-over offer for the remaining shares not already owned by them upon the completion of the Proposed Acquisitions, if necessary ( Proposed Exemption );

2 1.3 Proposed Fund Raising Proposed fund raising via issuance of new shares ( Proposed Fund Raising ), which utilisation of proceeds shall be determined later; 1.4 Proposed OFS Proposed offer for sale of part of the Consideration Shares by the CTSSB Vendors and MECIP Vendors ( Proposed OFS ); and 1.5 Proposed MBO Proposed management buy-out by the current management of the Company headed by Andrew C. Jacobs and Ben B. Meng of all the equity interest in the existing IJACOBS s group of companies for a cash consideration (as well as the utilisation of the consideration) to be determined later ( Proposed MBO ). The Proposed Acquisitions, Proposed Exemption, Proposed Fund Raising, Proposed OFS and Proposed MBO are collectively known as the Proposals. 2. SALIENT TERMS OF THE HOA 2.1 Principal terms of the HOA (a) (i) Purchase Price for the Proposed Acquisitions The purchase price for the Proposed Acquisitions shall be mutually negotiated and agreed upon, and shall be subject to satisfactory valuation by an independent valuer. The purchase price for the Proposed Acquisitions shall be entirely satisfied by way of issuance of new ordinary shares at an agreed issue price of RM0.25 each in favour of the CTSSB Vendors and MECIP Vendors (and/or their nominees). (b) Abortion In the event that the Proposals are aborted due to failure to obtain all approvals from the relevant regulatory authorities for reasons not attributable to the fault of IJACOBS, CTSSB and MECIP, it is the agreement that IJACOBS shall bear all the fees and expenses incurred by the principal adviser, legal advisers, reporting accountants, independent adviser and independent market researcher appointed to advise IJACOBS on the Proposals.

3 2.2 Conditions Precedent The Proposals are subject to due diligence exercise and all relevant regulatory approvals being granted or obtained, including but not limited to the: (a) (b) (c) (d) Approval of the shareholders of IJACOBS for the Proposals; Approval of Bursa Malaysia Securities Berhad for the listing of and quotation for the new shares to be issued pursuant to the Proposals; The grant of exemption by the Securities Commission from the obligation to undertake a mandatory general offer by CTSSB Vendors and MECIP Vendors following the completion of the Proposed Acquisitions, if applicable; and Approvals or waiver from any other relevant authorities. 2.3 Inter-conditionality The Proposed Acquisitions, Proposed Exemption, Proposed Fund Raising, Proposed OFS and Proposed MBO are inter-conditional upon each other. 2.4 Exclusivity Period The parties respectively undertake that they shall deal exclusively with each other in connection with the Proposed Acquisitions, to the exclusion of any third party. In connection herewith, the parties respectively agree that they shall not:- (i) initiate, solicit or encourage, directly or indirectly, or conduct negotiations with regard to, any proposal or offer, including for the sale of any shares in the Target Company or IJACOBS, or for the disposal of the whole or any material part or parts of the undertaking and assets of the Target Company or IJACOBS, or any other proposal or offer, with a view to a transaction taking place which would preclude or materially restrict the Proposals ( Conflicting Proposals ), with any person other than each other; or enter into any agreement or provide any confidential information or data to any person in connection with or relating to any Conflicting Proposals 3. BASIS OF DETERMINING THE ISSUE PRICE OF THE CONSIDERATION SHARES The issue price of the Consideration Shares of RM0.25 was arrived at after taking into consideration the following:

4 (i) (iii) a discount of 9.8% to the one (1)-month volume weighted average market price ( VWAP ) of RM of the existing IJACOBS shares of RM0.10 each up to and including 12 June 2014, being the last full trading day prior to the suspension of its trading; the audited consolidated net assets ( NA ) attributable to the owners per existing IJACOBS share of RM0.10 each as at 31 December 2013 of approximately RM0.17; and the unaudited consolidated NA per existing IJACOBS share of RM0.10 each as at 31 March 2014 of approximately RM INFORMATION ON CTSSB AND MECIP 4.1 CTSSB CTSSB is a private limited company incorporated in Malaysia and having its registered address at F-3-5 Plaza Damas, 60 Jalan Sri Hartamas 1, Sri Hartamas, Kuala Lumpur. CTSSB has an authorised share capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 1,008,000 ordinary shares have been issued and credited as fully paid-up. CTSSB is principally involved in the business of integrated multi-disciplined project management, project services and integrated operations in the oil and gas industry. 4.2 MECIP MECIP is a private limited company incorporated in Malaysia and having its registered address at 1526-E, Jalan Ibrahim, Bukit Besar, Kuala Terengganu, Terengganu. MECIP has an authorised share capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 1,000,000 ordinary shares have been issued and credited as fully paid-up. MECIP is principally involved in the business of multidisciplined engineering consultancy services for the oil and gas industry. 5. PERCENTAGE RATIOS The highest percentage ratios applicable to the Proposals pursuant to Rule 10.02(g) of the ACE Market Listing Requirements is expected to be more than 100% and can only be determined upon the finalisation of the detailed terms and conditions of the Proposals.

5 6. SIGNIFICANT CHANGE IN BUSINESS DIRECTION OR POLICY The Proposals will result in a significant change in business direction or policy of IJACOBS. A detailed announcement on the Proposals will be made upon the execution of the sale and purchase agreements for the sale and purchase of shares in IJACOBS, CTSSB and MECIP. The HOA may be inspected at the registered office of the Company at Level 15-2, Bangunan Sheraton, Imperial Court, Jalan Sultan Ismail, Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 16 June 2014.

Reference is made to the announcement dated 17 October 2016 in relation to the Proposals.

Reference is made to the announcement dated 17 October 2016 in relation to the Proposals. ORION IXL BERHAD ( ORION OR THE COMPANY ) PROPOSED ACQUISITION; AND PROPOSED RIGHTS ISSUE WITH WARRANTS (COLLECTIVELY, THE PROPOSALS ) Unless otherwise defined, the abbreviations used throughout this announcement