(I) PROPOSED DISPOSAL OF PART OF THE BUSINESS AND UNDERTAKING OF ADVENTA TO ASPION SDN BHD ( PROPOSED DISPOSAL ); AND

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1 ADVENTA BERHAD ( ADVENTA OR COMPANY ) (I) PROPOSED DISPOSAL OF PART OF THE BUSINESS AND UNDERTAKING OF ADVENTA TO ASPION SDN BHD ( PROPOSED DISPOSAL ); AND (II) PROPOSED CASH DISTRIBUTION OF PART OF THE PROCEEDS ARISING FROM THE PROPOSED DISPOSAL TO ALL ENTITLED SHAREHOLDERS OF THE COMPANY ((I) AND (II) COLLECTIVELY REFERRED TO AS PROPOSALS ) 1. INTRODUCTION On 10 July 2012, Maybank Investment Bank Berhad ( Maybank IB ) announced, on behalf of the Board of Directors of Adventa ( Board ), that the Board had received an offer letter dated 9 July 2012 ( Offer Letter ) from Aspion Sdn Bhd ( Aspion ), which sets out an offer by Aspion to acquire all of the business and undertaking, including all assets and liabilities, of the Company on terms and conditions as set out in the Offer Letter. Subsequently, on 23 July 2012, Maybank IB announced on behalf of the Board that following the discussions between the Board and Aspion, and the letter from Adventa to Aspion dated 23 July 2012, the Board had received a revised offer letter from Aspion dated 23 July 2012 ( Revised Offer Letter ). The Revised Offer Letter supersedes the offer made in the Offer Letter. The Board, on 23 July 2012, announced that the Company had entered into an agreement to acquire 2,500,000 ordinary shares of RM1.00 each in Electron Beam Sdn Bhd ( EBSB ), representing 100% of the equity interest in EBSB for a cash consideration of RM9,000,000 ( Proposed Acquisition ). Upon completion of the Proposed Acquisition, EBSB will become a wholly-owned subsidiary of the Company. On behalf of Adventa, Maybank IB wishes to announce that the non-interested Directors of the Board, after taking into consideration the advice of the independent adviser, AmInvestment Bank Berhad ( AmInvestment Bank ), have decided to accept the offer made in the Revised Offer Letter ( Offer ), subject to, among others, the approval of the shareholders of Adventa and relevant regulatory authorities, where required. Upon acceptance of the Offer by Adventa, it shall constitute a binding agreement between Adventa and Aspion. 2. DETAILS OF THE PROPOSALS The Proposed Disposal entails the disposal of all of the business and undertaking (including the assets and liabilities set out in Sections and 3.3 of this Announcement respectively) of the Company other than the Excluded Business ( Specified Business ) to Aspion. The Excluded Business means: all of the shares in the capital of Sun Healthcare (M) Sdn Bhd ( SHMSB ) held by Adventa; and 100% of the shares in the capital of EBSB, if held by Adventa as at Completion Date (as defined herein). 1

2 Upon completion of the Proposed Disposal, Adventa shall, subject to obtaining all requisite approvals, declare one or more distributions (as the Board shall determine later) of an aggregate amount equivalent to at least RM1.70 per ordinary share of RM0.50 each in Adventa ( Adventa Share ) to the Entitled Shareholders (as defined herein) ( Proposed Distribution ) by way of: a special dividend payment ( Special Dividend ); and implementing a proposed capital reduction via a reduction of the issued and paid-up share capital of Adventa in accordance with Section 64 of the Companies Act, 1965 ( Act ) ( Proposed Capital Reduction and Repayment ). Pursuant to the Proposed Capital Reduction and Repayment, the Company is also proposing to amend its Memorandum of Association ( M&A ) ( Proposed M&A Amendment ) to facilitate the implementation of the Proposed Capital Reduction and Repayment. 3. DETAILS OF THE PROPOSED DISPOSAL 3.1 Salient terms and conditions of the Revised Offer Letter The salient terms and conditions of the Revised Offer Letter are as follows: Terms of the Offer The cash consideration for the disposal of the Specified Business in accordance with the terms and conditions of the Revised Offer Letter shall (subject to adjustment as expressly provided in Section below) be RM320,850,117 equivalent to RM2.10 per Adventa Share ( Disposal Consideration ). Subject to the completion of the Proposals, the Disposal Consideration shall be satisfied as follows: (a) (b) RM96,255,035, being an amount equivalent to approximately 30% of the Disposal Consideration ( Deferred Amount ), to be paid not on Completion Date (as defined herein) but on a date falling one (1) month from the final date of payment by Adventa of the entire Proposed Distribution; and the balance of the Disposal Consideration of RM224,595,082 (subject to adjustment as expressly provided in Section below) ( Cash Portion ) to be paid in cash on the Completion Date. For the avoidance of doubt, the Specified Business to be transferred to Aspion hereunder shall include all cash and cash equivalents of the Company. Therefore, any cash payable and costs incurred by the Company in connection with the acquisition of shares in the capital of EBSB ( EB Cash Payment ) shall be satisfied from the Cash Portion payable by Aspion to Adventa hereunder and not from the cash and cash equivalents of the Company. In the event, however, that the EB Cash Payment is required to be made on or prior to the Completion Date, then the Cash Portion of the Disposal Consideration shall be reduced by an amount equal to sum of: (a) (b) the amount of the EB Cash Payment; and all costs incurred by the Company in connection with such acquisition of shares in the capital of EBSB. 2

3 The Company shall not make any EB Cash Payment on or prior to Completion Date unless it has given notice in writing to Aspion at least fourteen (14) days prior to such payment Distributions pending completion Pending completion of the Proposed Disposal, Adventa shall not declare or pay, or support the declaration or payment of, any dividend or distribution by Adventa, other than the Proposed Distribution Actions pending completion Completion of the Proposed Disposal is subject to Adventa Group not doing any of the following from the date of the Offer until the Completion Date other than in the ordinary course of business of Adventa Group (except in relation to Section 3.1.3(n) below) or for performing their existing contractual obligations under agreements entered into prior to the date of the Offer: (a) (b) (c) (d) (e) (f) (g) (h) making or permitting any change to the terms and conditions of, terminating, or extending, material contracts including the current employment contracts of the directors or the senior management of Adventa Group; making or permitting any change to the capital structure of Adventa; disposing of or transferring, or permitting the disposal or transfer of, any of the material businesses or assets of Adventa and/or its subsidiaries to third parties. For this purpose any disposal or transfer for a purchase consideration in excess of 2.5% of the consolidated shareholders' funds of Adventa Group based on the latest audited financial statements of Adventa shall be deemed material; acquiring, or permitting the acquisition by Adventa and/or its subsidiaries of, any material business or asset, other than the acquisition of 100% of the shares in the capital of EBSB in accordance with the terms hereof. For this purpose any acquisition for a purchase consideration in excess of 2.5% of the consolidated shareholders' funds of Adventa Group based on the latest audited financial statements of Adventa shall be deemed material; entering into any related party transaction (within the meaning prescribed by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) ( Listing Requirements )) which requires shareholders' approval (other than recurrent related party transactions for which a shareholders' mandate has already been obtained); entering into any unusual long-term contract or capital repayment in respect of any supply of goods or services; creating, extending, granting or issuing, or agreeing to create, extend, grant or issue any mortgage, charge, debenture, indemnity or other securities over the assets of Adventa or any of its subsidiaries; creating or issuing, or agreeing to create or issue, any share or loan capital in Adventa, or give or agree to give any option in respect of any shares or loan capital of Adventa; 3

4 (j) (k) (l) (m) (n) (o) (p) passing any resolution in a general meeting of Adventa's shareholders (other than in respect of any ordinary business tabled in an annual general meeting or as contemplated in the Offer) or make any alteration to the provisions of the M&A of Adventa or any of its subsidiaries; paying or agreeing to pay any directors, officers and employees of Adventa or any of its subsidiaries any remuneration or any emoluments, bonus or benefits (including directors fees), or changing or agreeing to change the remuneration or other emoluments, bonus or benefits of any of them, other than those which have been agreed in writing prior to the date hereof or those which are consistent with its past practice or usual market practice; appointing any new director to the board of Adventa or any of its subsidiaries; doing or causing, or allowing to be done or omitted, any act or thing which would result (or be likely to result) in a breach of any lawful obligation of Adventa or any of its subsidiaries; doing or causing, or allowing to be done or omitted, any act or thing which would result (or be likely to result) in a material adverse effect on or material change to the material licenses of Adventa or any of its subsidiaries; transferring to, dealing or transacting with SHMSB by Adventa or any subsidiary (whether or not in the ordinary course of business of Adventa or any subsidiary); incurring any liability (including contingent liability) in excess of 2.5% of the consolidated shareholders' funds of Adventa Group based on the latest audited financial statements of Adventa; and diluting its shareholding, economic or other interest in any subsidiary, associate company or other entity in which it holds shares. Adventa also undertakes that, as from the date it accepts the Offer until the Completion Date, it (and it shall cause and procure that each subsidiary) shall: (a) (b) (c) comply with all its contractual obligations; comply with the licenses, authorisations, permits or such other instruments issued by any authority for the conduct of business of Adventa or any of its subsidiaries; and carry on its business only in the usual, regular and ordinary course in substantially the same manner as the same is carried on as of the date of the Offer including to preserve its relationships with all parties, to the end that its goodwill and going concern shall not be materially impaired at Completion Date, save as otherwise agreed in writing by Aspion. 4

5 3.1.4 Conditions precedent The Proposed Disposal is subject to the following conditions ("Conditions"): (a) (b) (c) (d) (e) (f) (g) the approval of the Board and shareholders of Adventa (at an extraordinary general meeting ( EGM ) to be convened) for the Proposed Disposal; the approval of the Board for the Proposed Distribution; the consent or approval of the relevant creditors/lenders/financiers of Adventa, its subsidiaries and associated companies, where applicable, for the Proposed Disposal and the release of Adventa from any guarantee given on behalf of or for the benefit of the subsidiaries or associate companies of Adventa (including but not limited to any corporate guarantee granted by Adventa in respect of banking facilities granted for the benefit of the subsidiaries or any associate companies of Adventa) upon completion of the Offer taking effect; Aspion confirming to Adventa in writing that all arrangements necessary for the provision of funding to Aspion in connection to the Proposed Disposal have been finalised; the approval of the Ministry of International Trade and Industry for the Proposed Disposal, if necessary; the approvals, consents or waivers of any party or relevant regulatory authority deemed necessary by either party having been obtained on terms acceptable to Aspion; and Aspion and its professional advisers having completed a legal, financial and tax due diligence investigations in relation to Adventa, the Specified Business and SHMSB and the results of such due diligence investigations being satisfactory to Aspion. (iii) (iv) (v) Completion of the Proposed Distribution is subject to the completion of the Proposed Disposal. Aspion and Adventa shall co-operate and take all steps as are necessary and reasonable to procure the fulfilment of the conditions set out in Section above (other than Section 3.1.4(g) above). Aspion shall be entitled to carry out legal, financial and tax due diligence investigations in relation to Adventa, the Specified Business and SHMSB. In connection with such due diligence investigation, Adventa shall provide Aspion with reasonable access to the premises, books and records and senior employees of Adventa. Notwithstanding anything to the contrary, if the Conditions are not satisfied in a manner acceptable to, or waived by, Aspion, within six (6) months from the date of acceptance of the Offer (or such longer period as Aspion and Adventa may agree) then the contract constituted by the acceptance of the Offer shall forthwith lapse and cease to have any further notice or effect and thereafter neither Aspion nor Adventa shall have any claim against the other, save for any claim arising from breach of any obligation contained in Section 3.1.4(iii) above. 5

6 3.1.5 Completion (iii) (iv) Provided that there has been no breach of the provisions in Sections and of this Announcement, completion is expected to take place within six (6) weeks (or such other time as Aspion determines in consultation with Adventa) after the satisfaction of all of the Conditions ("Completion Date"). Unless otherwise required by law, Aspion shall be entitled to waive in writing any of the approvals, consents, waivers, exemptions, reliefs and/or requirements provided, required or envisaged under the Offer. On the Completion Date, or at any later date as may be determined by Aspion, the Specified Business will be transferred and conveyed to Aspion. Such transfer and conveyance shall be completed by Adventa delivering to Aspion in such manner as shall be necessary to confer legal and/or beneficial ownership in the Specified Business on Aspion whether by transfer, physical delivery, assignment or novation. Stamp duty costs (if any) associated with the transfer of the Specified Business will be borne by Aspion. Other than this, each of Aspion and Adventa will bear its own costs and expenses in relation to this transaction Default Either Aspion or Adventa ("Non-Defaulting Party") may (but shall not be obliged to) forthwith terminate the contract constituted by the acceptance of the Offer by written notice to the other party ("Defaulting Party") if the Defaulting Party is in breach of any term or condition of this letter and: (a) (b) such breach is incapable of being remedied; or where capable of remedy, is not remedied within fourteen (14) days of receipt of a notice in writing by the Non-Defaulting Party specifying the nature of the breach and requiring such remedy. (iii) Such termination shall be without prejudice to the Non-Defaulting Party's rights and remedies under law. The Non-Defaulting Party shall be entitled to claim damages from the Defaulting Party in respect of such breach, and in such event all costs incurred in connection with the Offer shall be borne and paid by the Defaulting Party on a solicitor-client basis. In no event will either party be liable to the other party for any indirect loss, including loss of profits or business, or any exemplary, indirect, incidental, consequential or punitive damage of any kind whatsoever in respect of any breach or termination of the agreement constituted by the acceptance of the Offer. 3.2 Basis and justification of arriving at the Disposal Consideration The Disposal Consideration of RM320,850,117 was arrived at on a willing-buyer willing-seller basis after taking into account, among others, the following financial considerations: the profit after taxation and minority interests ( PATAMI ) of Adventa and its subsidiaries ( Adventa Group ) of RM4.19 million based on its audited consolidated financial statements for the financial year ended ( FYE ) 31 October 2011 and RM8.86 million based on its unaudited quarterly results for the six (6)-month financial period ended ( FPE ) 30 April 2012; and 6

7 the net assets ( NA ) attributable to equity holders of Adventa Group of RM million based on its audited consolidated financial statements as at 31 October 2011 and RM million based on its unaudited quarterly results for the six (6)- month as at 30 April The offer price of RM2.10 per Adventa Share represents a premium of: 34.62% over RM1.56, being the five (5)-day volume weighted average market price ( VWAMP ) of Adventa Shares up to 5 July 2012*; 40.94% over RM1.49, being the one (1)-month VWAMP of Adventa Shares up to 5 July 2012*; and (iii) 46.85% over RM1.43, being the three (3)-month VWAMP of Adventa Shares up to 5 July 2012*. Note: * Being the last trading day before the suspension of trading of Adventa Shares on Main Market of Bursa Securities on 6 July In considering the Disposal Consideration for the Specified Business, the Board has also taken into account, among others, the economic environment in Malaysia and globally, the prospects and challenges in the medical gloves industry as well as the market valuation of comparable medical gloves manufacturers and distributors. 3.3 Liabilities to be assumed Aspion will assume all liabilities of the Company in respect of the Specified Business. Aspion shall not assume or have any of the following liability: in respect of or in connection with the Excluded Business; or not specifically assumed by Aspion under the agreement constituted by the acceptance of the Offer. The Company shall indemnify and will keep Aspion indemnified against any liability not specifically assumed by Aspion under the agreement constituted by the acceptance of the Offer. 3.4 Utilisation of proceeds from the Proposed Disposal Upon completion of the Proposed Disposal, Adventa shall, subject to obtaining all requisite approvals, declare one or more distributions (as the Board shall determine later) of an aggregate amount equivalent to at least RM1.70 per Adventa Share to the Entitled Shareholders. As at the date of this Announcement, the Board is still assessing and evaluating plans for the optimal utilisation of the balance proceeds from the Proposed Disposal (after the Proposed Distribution) which may include, but is not limited to, the acquisition of viable businesses/assets. It is intended that any utilisation of the balance proceeds will take into consideration the objective of maximising shareholder value. 7

8 4. DETAILS OF THE PROPOSED DISTRIBUTION 4.1 Special Dividend The Board intends to declare a special cash dividend of at least RM million on the basis of RM1.45 per Adventa Share ( Special Dividend ) to shareholders whose names appear in the Record of Depositors of the Company on the entitlement date, which will be determined by the Board and announced in due course ( Entitled Shareholders ). The Special Dividend shall be paid out of the Cash Portion to be received by the Company from the Proposed Disposal. The Special Dividend is not subject to any approval from shareholders or regulators and is expected to be paid to the Entitled Shareholders after the completion of the Proposed Disposal. 4.2 Proposed Capital Reduction and Repayment The proposed capital reduction and repayment of RM38.20 million to the Entitled Shareholders on the basis of RM0.25 for each Adventa Share held at the entitlement date will be implemented via a reduction of the issued and paid-up share capital of Adventa in accordance with Section 64 of the Act. Following the Proposed Capital Reduction and Repayment, the par value of each Adventa Share will be reduced from RM0.50 to RM0.25 per Adventa Share. For the avoidance of doubt, the total number of shares in issue will remain unchanged at 152,785,770 Adventa Shares. The Proposed Capital Reduction and Repayment is expected to be fully funded by the Cash Portion to be received by the Company from the Proposed Disposal. Pursuant to the Proposed Capital Reduction and Repayment, the Company is also proposing to amend its M&A to facilitate the implementation of the Proposed Capital Reduction and Repayment. Accordingly, the whole of the amounts that are to be paid to and received by Low Chin Guan, Wong Koon Wong Kwan Mooi and Low Lea Kwan ( Promoters ) under the Proposed Distribution in respect of their Adventa Shares ( Promoters Distribution ) will be satisfied as follows: an amount equal to the Deferred Amount ( Promoters Deferred Distribution ) shall be paid to the Promoters not in cash but shall be set-off against the Deferred Amount; and the balance of the Promoters Distribution (after taking into account the Promoters Deferred Distribution), if any, shall be paid in cash on the payment date for the Proposed Distribution. In this respect, Aspion shall procure the Promoters to provide irrevocable undertakings in favour of Adventa that: the Promoters irrevocably and unconditionally agree to release Adventa from any obligations to pay to the Promoters the Promoters Deferred Distribution in cash, and agree that the Promoters Deferred Distribution shall be set-off against the Deferred Amount; and each of the Promoters will not change its shareholding in Adventa throughout the period of the Offer and pending completion of the Proposed Distribution. The whole of the amounts that are to be paid to and received by the shareholders of Adventa other than the Promoters under the Proposed Distribution shall be paid in cash. 8

9 5. RATIONALE AND BENEFITS OF THE PROPOSALS The Board believes that the Proposed Disposal is timely and provides an opportunity for Adventa to unlock the value of its investments in the Specified Business at an attractive valuation. As a result of the Proposed Disposal, Adventa Group will realise an estimated net gain on disposal (after deducting the estimated expenses for the Proposals amounting to RM2.50 million) of approximately RM million based on the audited consolidated financial statements of the Adventa Group for the FYE 31 October In addition, Adventa Shares have been thinly traded and trading volume has been low with a daily average trading volume of 205,323 Adventa Shares, representing approximately 0.13% of the issued and paid-up share capital of Adventa over the past two (2) years preceding 5 July 2012, being the last trading day before the suspension of trading of Adventa Shares on the Main Market of Bursa Securities on 6 July Given the illiquidity and thin trading of Adventa Shares, the Proposal Disposal represents a good alternative for shareholders to realise their investments in Adventa at a reasonable premium above the average trading price of Adventa. Following the receipt of proceeds from the Proposed Disposal, the Proposed Distribution will be undertaken to facilitate the return of part of the Cash Portion to the Entitled Shareholders and to satisfy the Deferred Amount via the set-off arrangement set out in Section 4.2 of this Announcement. The Proposed M&A Amendment is undertaken to facilitate the Proposed Capital Reduction and Repayment. 6. LISTING STATUS AND FUTURE PLANS OF ADVENTA If the Proposed Distribution is not carried out after the Proposed Disposal is completed, Adventa will not have any assets other than the Disposal Consideration and Excluded Business. In such an event, Bursa Securities may classify Adventa as a Cash Company pursuant to Paragraph 8.03(1) of the Listing Requirements, in which case the Company shall fall within the ambit of Practice Note 16 of the Listing Requirements. In addition, Bursa Securities may also classify Adventa as an Affected Listed Issuer under Practice Note 17 of the Listing Requirements ( PN17 ) upon completion of the Proposed Disposal and Proposed Distribution as Adventa may be deemed to have triggered the following prescribed criteria under PN17: suspended or ceased all of its business or entire operations as a result of the Proposed Disposal; or have an insignificant business or operations after the Proposed Disposal. Upon completion of the Proposed Disposal, Adventa shall, subject to obtaining all requisite approvals, declare one or more distributions (as the Board shall determine later) of an aggregate amount equivalent to at least RM1.70 per Adventa Share to the Entitled Shareholders. If the Proposed Distribution is not carried out, the Board will have to consider other options available to Adventa and the shareholders of Adventa may not receive the Cash Portion of the Disposal Consideration. Upon completion of the Proposed Disposal, Adventa will retain its wholly-owned subsidiary, SHMSB and proposed subsidiary, EBSB. SHMSB is principally involved in the trading of medical and healthcare equipment and appliances, whilst EBSB is engaged in the business of providing industrial and commercial sterilisation services. 9

10 The Board intends to maintain the listing status of Adventa after the Proposed Disposal. The Board believes the disposal of the Specified Business to be commercially beneficial for the Adventa Group and would provide an opportunity for the Company to grow its remaining business in the healthcare distribution under SHMSB and its proposed new business in the industrial and commercial sterilisation services under EBSB. 7. RISKS IN RELATION TO THE PROPOSALS 7.1 Completion risks Completion of the Proposed Disposal is conditional upon the Conditions Precedent being satisfied and/or waived (as the case may be), including the approvals from the relevant authorities, parties, shareholders of Adventa, relevant creditors, lenders and/or financiers of the Adventa Group. There can be no assurance that such approvals and/or conditions will be obtained and/or satisfied. Notwithstanding this, Adventa will take all reasonable steps to ensure the satisfaction of the Conditions Precedent to ensure completion of the Proposed Disposal. 7.2 Delay and non-completion of the Proposed Distribution After procuring the approval of the shareholders of Adventa via a special resolution, the Proposed Capital Reduction and Repayment will be subject to confirmation by the High Court pursuant to Section 64 of the Act. The High Court has the ultimate discretion as to whether to allow the Proposed Capital Reduction and Repayment and in arriving at its decision, it will consider, among others, the compliance by Adventa of the requirements of the Act, whether the Proposed Capital Reduction and Repayment is fair and equitable to the shareholders and whether the rights and interest of the creditors of Adventa are safeguarded and are not prejudiced. The High Court could either require Adventa to obtain the consent of its creditors or direct or order Adventa to secure the debt or undertake to set aside an amount sufficient to satisfy the debts due to creditors (if any). As such if, among other reasons, there is objection from the creditors of Adventa and they are able to prove that the Proposed Capital Reduction and Repayment is prejudicial to them, the High Court may not sanction the capital reduction to return capital to the shareholders, thus potentially placing in jeopardy the satisfaction of the Deferred Amount via the set-off arrangement referred to in Section 4.2 of this Announcement. Nonetheless, as all debts and liabilities of Adventa would have been settled or would be capable of being settled by Adventa or assumed by Aspion after the Proposed Disposal, the Board does not envisage that any creditor would have a good basis to object to the Proposed Capital Reduction and Repayment. As the Proposed Distribution is conditional upon the completion of the Proposed Disposal, any delay in the completion of the Proposed Disposal would have a consequential impact on the timeliness of the implementation of the Proposed Distribution. 8. EFFECTS OF THE PROPOSALS 8.1 Issued and paid-up share capital The Proposed Disposal will not have any effect on the issued and paid-up share capital of Adventa. 10

11 The proforma effects of the Proposed Capital Reduction and Repayment on the share capital of Adventa are as follows: No. of Adventa Shares Par value Issued and paid-up share capital 000 RM RM 000 Share capital as at 30 June , ,393 Reduction of share capital pursuant to the Proposed Capital Reduction and Repayment - (0.25) (38,196) Share capital upon completion of the Proposed Capital Reduction and Repayment 152, ,197 The Proposed M&A Amendment will not have any effect on the share capital of Adventa. 8.2 Substantial shareholders shareholdings The Proposals will not have any effect on the substantial shareholders shareholdings in Adventa. 8.3 Earnings The Proposed Disposal is expected to increase the consolidated earnings and earnings per Adventa Share ( EPS ) of Adventa for the financial year ending 31 October 2012 as the Adventa Group expects to realise an estimated net gain (after deducting the estimated expenses for the Proposals amounting to RM2.50 million) of RM million arising from the Proposed Disposal. However, the Specified Business, which contributed RM3.06 million to the consolidated earnings of Adventa or RM0.02 to the consolidated EPS of Adventa for the FYE 31 October 2011, will no longer contribute to the future consolidated earnings of the Adventa Group upon completion of the Proposed Disposal. However, for illustrative purposes only, based on the latest audited consolidated financial statements of Adventa for the FYE 31 October 2011 and assuming that the Proposed Disposal had been effected on that date, the Proposed Disposal will result in an estimated net gain on disposal of approximately RM million, which translates to an EPS of approximately RM1.05. Pending the completion of the Proposed Distribution, Adventa would derive interest income from placement of the cash proceeds in an interest-bearing deposit account with a licensed financial institution. However, upon full implementation of the Proposed Distribution, the interest income would be reduced substantially. 8.4 NA and gearing For illustrative purposes only, based on the latest audited consolidated financial statements of Adventa as at 31 October 2011 and on the assumption that the Proposals had been effected on that date, the proforma effects of the Proposals on the NA per Adventa Share and gearing of the Adventa Group are set out in Appendix I of this Announcement. 9. APPROVALS/CONSENTS REQUIRED 9.1 Proposed Disposal The Proposed Disposal is subject to the approvals of the following: the approval of Ministry of International Trade and Industry for the transfer of shares in the Specified Business, if required; 11

12 (iii) (iv) the approval of the shareholders of Adventa for the Proposed Disposal (upon the terms and conditions of the Revised Offer Letter) at an EGM to be convened; the approval or consent of the relevant creditors/lenders/financiers of the Adventa Group, where required; and the approvals, consents or waivers of any party or relevant regulatory authority deemed necessary by either party having been obtained on terms acceptable to Aspion. 9.2 Proposed Distribution The Proposed Capital Reduction and Repayment is subject to the approvals of the following: (iii) (iv) the approval of the shareholders of Adventa for the Proposed Capital Reduction and Repayment at an EGM to be convened; the approval or consent of the relevant creditors/lenders/financiers of the Adventa Group, where required for the Proposed Capital Reduction and Repayment, to be undertaken by the Company after the completion of the Proposed Disposal; the grant of an order by the High Court confirming the Proposed Capital Reduction and Repayment; and the approval of any other authorities or parties, where required. 9.3 Proposed M&A Amendment The Proposed M&A Amendment is subject to the approval of the shareholders of Adventa at an EGM to be convened. 9.4 Conditionality of the Proposals The Proposed Distribution (which includes the Special Dividend and Proposed Capital Reduction and Repayment) is conditional upon the completion of the Proposed Disposal, but not vice versa. The Special Dividend and Proposed Capital Reduction and Repayment are part of the process to facilitate the Proposed Distribution. Therefore, the Special Dividend and Proposed Capital Reduction and Repayment are inter-conditional. The Proposed M&A Amendment is conditional upon the Proposed Capital Reduction and Repayment, but not vice versa. 10. INFORMATION ON THE ADVENTA GROUP Adventa was incorporated in Malaysia under the Act as a private limited company under the name of Adventa Sdn Bhd on 16 June 2003 and subsequently converted into a public company and assumed its present name on 21 July It was listed on the then Second Board of the Kuala Lumpur Stock Exchange ( KLSE ) on 25 June 2004 and its listing status was subsequently transferred to the then Main Board of the KLSE (amalgamated with the Second Board and now known as the Main Market of Bursa Securities) on 1 August As at 30 June 2012, the authorised share capital of Adventa is RM100,000,000 comprising 200,000,000 Adventa Shares, of which 76,392,885 Adventa Shares are fully paid-up. As at 30 June 2012, Adventa does not have any treasury shares. Based on the audited financial statements of Adventa Group for the FYE 31 October 2011, the PATAMI and NA of Adventa Group are RM4.19 million and RM million respectively. 12

13 Upon completion of the Proposed Disposal, the proposed subsidiaries of the Adventa Group will comprise of SHMSB and EBSB. Based on the unaudited financial statements of SHMSB for the FPE 30 June 2012, the loss after taxation and net liabilities of SHMSB are RM0.87 million and RM1.49 million respectively. Based on the unaudited financial statements of EBSB for the FPE 30 June 2012, the PATAMI and NA of EBSB are RM2.89 million and RM6.62 million respectively. A summary of the audited financial information of Adventa Group for the past three (3) FYE 31 October 2011 and the latest unaudited financial result for the FPE 30 April 2012 are set out in Appendix III of this Announcement. The Company is principally involved in investment holding and provision of management services to its subsidiaries. The principal activities of its subsidiaries are manufacturing and distribution of sterile surgical, medical examination and dental gloves, distribution of medical and other hospital related products as well as generation and supply of energy and electricity using bioenergy. The details of the subsidiaries of Adventa, including the original cost and date of investment, are set out in Appendix II of this Announcement. 11. INFORMATION ON ASPION Aspion is a special purpose private limited company incorporated in Malaysia on 5 July 2012 under the Act. It is principally involved in investment holding. Aspion has an authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1.00 each and an issued and paid-up share capital of RM2.00 comprising two (2) ordinary shares of RM1.00 each. The directors of Aspion are Low Chin Guan and Wong Chin Toh. The ultimate and indirect shareholders of Aspion are Low Chin Guan and Mulberry Asia Fund II L.P. ( MAF ), each holding 30% and 70% equity interests in Aspion respectively. MAF is an investment fund managed by Southern Capital Group, a private equity firm. 12. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 12.1 Proposed Disposal Save as disclosed below, none of the Directors and/or major shareholders of Adventa or persons connected to them have any interest, direct or indirect, in the Proposed Disposal. Low Chin Guan is the Managing Director and major shareholder of Adventa, holding 38.25% direct equity interest in Adventa. The table below sets out the direct and indirect equity interests of Low Chin Guan and persons connected with him in Adventa as at 30 June 2012: Shareholders Direct No. of Adventa Shares % Low Chin Guan 58,446, Wong Koon Wong Kwan Mooi 3,460, Low Lea Kwan 4,500, Indirect No. of Adventa Shares % (1) 7,960, (2) 62,947, (3) 61,906,

14 Notes: (1) (2) (3) Deemed interested by virtue of the family relationship between Low Chin Guan and Wong Koon Wong Kwan Mooi, who is his mother and Low Lea Kwan, who is his sister. Deemed interested by virtue of the family relationship between Wong Koon Wong Kwan Mooi and Low Chin Guan, who is her son and Low Lea Kwan, who is her daughter. Deemed interested by virtue of the family relationship between Low Lea Kwan and Low Chin Guan, who is her brother and Wong Koon Wong Kwan Mooi, who is her mother. Low Chin Guan is also a major shareholder and director of Aspion, holding a 30% indirect equity interest in Aspion. Aspion is the acquirer under the Proposed Disposal. Therefore, Low Chin Guan is deemed interested in the Proposed Disposal. Accordingly, Low Chin Guan has abstained and will continue to abstain from all deliberations and voting at the relevant Board meetings of Adventa. Low Chin Guan will also abstain from voting in respect of his direct and indirect shareholdings in Adventa on the resolution pertaining to the Proposed Disposal to be tabled at the EGM to be convened. Low Chin Guan has also undertaken to ensure that persons connected with him will abstain from voting in respect of their direct and/or indirect shareholdings on the resolution pertaining to the Proposed Disposal at the EGM to be convened Proposed Distribution Save for their respective entitlements under the Proposed Distribution, none of the Directors or major shareholders of Adventa as well as persons connected with them have any interest, direct or indirect, in the Proposed Distribution. 13. RELATED PARTY TRANSACTION In view of the interests disclosed in Section 12 of this Announcement, the Proposed Disposal is a related party transaction pursuant to Chapter of the Listing Requirements. Save as disclosed in the announcement of Adventa dated 18 October 2011 in relation to the disposal by Adventa of the entire equity interest held in its wholly-owned subsidiary, Confidex Sdn Bhd to Low Chin Guan and Kwek Siew Leng for a total consideration of RM111,127.67, there has been no other transactions with the same related parties for the preceding period of twelve (12) months prior to the date of this Announcement. 14. DIRECTORS STATEMENT The Board (save for Low Chin Guan), having considered and deliberated on all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of Adventa in light of the rationale set out in Section 5 of this Announcement. In view that the Proposed Capital Reduction and Repayment is intended to facilitate the distribution of part of the Disposal Consideration arising from the Proposed Disposal to the Entitled Shareholders, the Board (save for Low Chin Guan) is of the opinion that the Proposed Capital Reduction and Repayment is in the best interest of the shareholders of Adventa. Accordingly, the Board (save for Low Chin Guan) will table the Proposed Disposal and Proposed Capital Reduction and Repayment (including the Proposed M&A Amendment) for the consideration of the shareholders of Adventa at an EGM to be convened. 14

15 15. AUDIT COMMITTEE S STATEMENT The Audit Committee of Adventa, after having considered all aspects of the Proposals, is of the view that the Proposals are: (iii) in the best interests of Adventa; fair and reasonable and on normal commercial terms; and not detrimental to the interests of the non-interested shareholders of Adventa. The Audit Committee of Adventa has sought the opinion of AmInvestment Bank, the Independent Adviser, in forming its views in relation to the Proposed Disposal and concurred with the views of the Independent Adviser that the Proposed Disposal, including the evaluation of the Disposal Consideration, are fair and reasonable and not detrimental to the interest of the non-interested shareholders. 16. FINANCIAL RESOURCES OF ASPION The Cash Portion payable by Aspion for the Offer amounts to RM224,595,082. Aspion has confirmed, vide its letter to Adventa dated 9 July 2012, that the Offer will not fail due to its insufficient financial capability. 17. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED DISPOSAL The highest percentage ratios applicable to the Proposed Disposal pursuant to the paragraph 10.02(g) of the Listing Requirements is %. 18. ADVISERS Maybank IB and AmInvestment Bank have been appointed as the Principal Adviser and Independent Adviser to the Company respectively for the Proposals. The Proposed Disposal is a related party transaction pursuant to Paragraph of the Listing Requirements and a major disposal transaction pursuant to Paragraph 10.11A of the Listing Requirements. Accordingly, AmInvestment Bank was been appointed on 11 July 2012 to act as the Independent Adviser to undertake the following in relation to the Proposed Disposal: comment as to: (a) (b) whether the Proposed Disposal is fair and reasonable so far as the shareholders of Adventa are concerned; and whether the Proposed Disposal is to the detriment of the non-interested shareholders of Adventa, and such opinion must set out the reasons for the key assumptions made and the factors taken into consideration in forming that opinion; (iii) advise the non-interested shareholders of Adventa whether they should vote in favour of the Proposed Disposal; and take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in paragraphs and above. 15

16 The independent advice letter from AmInvestment Bank in relation to the Proposed Disposal will be made available to all the shareholders of Adventa together with the circular to shareholders of Adventa relating to the Proposals to be circulated in due course. 19. SUBMISSION TO THE AUTHORITIES AND ESTIMATED TIMEFRAME FOR COMPLETION The application to the relevant authorities for the Proposals will be submitted within two (2) months from the date of this Announcement. Barring any unforeseen circumstances and subject to all requisite approvals being obtained, the Proposals are expected to be completed by the fourth (4 th ) quarter of DOCUMENTS FOR INSPECTION A copy of the Revised Offer Letter in respect of the Proposed Disposal will be made available for inspection during normal business hours at the registered office of Adventa at 1, Jalan 8, Pengkalan Chepa 2 Industrial Zone, Kota Bharu, Kelantan from Mondays to Fridays between 9.00 a.m. and 5.00 p.m. (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 25 July

17 APPENDIX I EFFECTS OF THE PROPOSALS NA and gearing For illustrative purposes only, based on the latest audited consolidated financial statements of Adventa as at 31 October 2011 and on the assumption that the Proposals were effected on that date, the proforma effects of the Proposals on the NA and gearing of the Adventa Group are set out below: Audited 31 October 2011 Proforma I Proforma II RM 000 RM 000 RM 000 Share capital 76,393 76,393 38,197 Share premium 43,026 43,026 43,026 Other reserves (9,171) - - Retained earnings 105, ,679 44, , , ,362 No. of Adventa Shares 152, , ,786 NA per Adventa Share Borrowings 190,018 4,689 4,689 Gearing (times) Proforma I : Incorporates the effects of the Proposed Disposal, taking into consideration the net gain on disposal (after deducting estimated expenses in relation to the Proposals amounting to RM2.50 million) of approximately RM million. Proforma II : Incorporate the effects of Proforma I and the Proposed Distribution via a special dividend of at least RM million and the Proposed Capital Reduction and Repayment of approximately RM38.20 million. 17

18 APPENDIX II INFORMATION ON THE ADVENTA GROUP The details of the Adventa Group are set out below: Name of company Date / Place of incorporation Direct subsidiaries of Adventa Adventa Health Sdn Bhd / Malaysia Terang Nusa (Malaysia) Sdn Bhd / Malaysia Terang Nusa Sdn Bhd / Malaysia Profit Point Manufacturing Sdn Bhd / Malaysia Ulma International GmbH / Germany Cozena Limited / Hong Kong Cytotec (M) Sdn Bhd / Malaysia Adventa Health Marketing Sdn Bhd / Malaysia Sun Healthcare (M) Sdn Bhd / Malaysia Utama Associates Sdn Bhd / Malaysia Nusaco Sdn Bhd / Malaysia Purnabina Sdn Bhd / Malaysia Issued and paidup share capital (RM unless stated otherwise) Effective equity interest % Principal activities 500, Distribution of medical gloves and other hospital related products 500, Manufacturing and distribution of medical examination and sterile surgical gloves 2,000, Manufacturing of medical examination and sterile surgical gloves 5,000, Manufacturing and distribution of medical examination gloves Euro 25, Distribution of medical gloves and other hospital related products Date of investment Original cost of investment (RM 000 unless stated otherwise) , , , HKD10, Investment holding , Generation and supply of energy and electricity using biomass technology Distribution of medical gloves and other hospital related products 1,000, Trading of medical and healthcare equipment and appliances 620, Trading of medical and healthcare equipment and appliances , , , Dormant ,000, Manufacturing and distribution of medical gloves ,524 18

19 APPENDIX II Name of company Date / Place of incorporation Issued and paidup share capital (RM unless stated otherwise) Effective equity interest % Principal activities Date of investment Original cost of investment (RM 000 unless stated otherwise) Direct subsidiary of AHSB Beijing Adventa Health Supplies Co. Ltd / China RMB395, Distribution of medical products and devices (Dormant) RMB396 Direct subsidiary of CL Kevenoll S.A / Uruguay UYP350, Manufacturing and distribution of medical gloves UYP350 Definitions: Euro HKD RMB UYP Euro Dollar Hong Kong Dollar Renmimbi Uruguayan Peso 19

20 APPENDIX III SUMMARY FINANCIAL RESULTS OF THE ADVENTA GROUP The summary of the audited financial results of Adventa Group for the past three (3) FYE 31 October 2011 and the latest unaudited financial results for the FPE 30 April 2012 are set out below: Audited Unaudited FYE 31 October 6-month FPE 30 April RM 000 RM 000 RM 000 RM 000 Revenue 282, , , ,444 Profit before taxation 18,426 30,143 4,525 7,306 PATAMI 16,965 35,152 4,185 8,857 EPS (sen) (1) Paid-up share capital 72,521 76,393 76,393 76,393 No. of Adventa Shares in issue ( 000) 145, , , ,786 Weighted average no. of Adventa Shares in issue 140, , , ,786 ( 000) Shareholders equity/na 184, , , ,848 NA per Adventa Share Borrowings (2) 115, , , ,417 Gearing ratio (times) (3) Notes: (1) (2) (3) Basic EPS was calculated by dividing the consolidated profit for the year, net of tax, attributable to ordinary shareholders of the Company by the weighted average number of Adventa Shares in issue during the year. All interest-bearing borrowings. Computed based on total borrowings divided by the shareholders equity. Commentaries: FYE 31 October 2009 For the FYE 31 October 2009, the revenue of Adventa Group increased by RM96.79 million or 52.05% from approximately RM million in the FYE 31 October 2008 to approximately RM million for the FYE 31 October The PATAMI of Adventa Group increased from approximately RM13.66 million in the FYE 31 October 2008 to approximately RM16.97 million for the FYE 31 October The increase in revenue and PATAMI was due to economies of scale in certain products, re-positioning in the market and the discontinuation of non-profitable products. FYE 31 October 2010 For the FYE 31 October 2010, Adventa Group registered an increase in revenue of RM59.07 million or 20.89% from approximately RM million in the FYE 31 October 2009 to approximately RM million in the FYE 31 October The PATAMI of Adventa Group increased by RM18.18 million or % to RM35.15 million in the FYE 31 October 2010 as compared to RM16.97 million in the FYE 31 October The increase in revenue and PATAMI was due to the discontinuation of manufacturing of products with low profit margins and focus on production of products with higher profit margins. In addition, the Adventa Group employed a new strategy of using synthetic latex to manufacture its latex examination gloves as synthetic latex is cheaper than natural latex. 20

21 APPENDIX III FYE 31 October 2011 For the FYE 31 October 2011, the revenue of Adventa Group increased by RM88.32 million or 25.84% to approximately RM million for the FYE 31 October 2011 from approximately RM million in the FYE 31 October 2010 due to the implementation of cost reduction strategies and improvement in efficiencies of processes, streamlining of the businesses of the Adventa Group and an increased focus on risk management. However, the PATAMI decreased from approximately RM35.15 million for the FYE 31 October 2010 to approximately RM4.19 million for the FYE 31 October 2011 was mainly due to losses incurred from a fire accident in one of the properties of the Adventa Group. Six (6)-month FPE 30 April 2012 Adventa Group recorded a constant revenue of approximately RM million for the six (6)- month FPE 30 April 2012 as compared to approximately RM million for the six (6)-month FPE 30 April However, the PATAMI has increased to approximately RM8.86 million for the six (6)- month FPE 30 April 2012 from approximately RM8.64 million for the six (6)-month FPE 30 April 2011 due to the change in production to nitrile gloves from latex gloves which contributed to the improvement in the profit margins of the Adventa Group. [The rest of this page is intentionally left blank] 21