I IDIMENSION CONSOLIDATED BHD PROPOSED REGULARISATION

IDIMENSION CONSOLIDATED BHD PROPOSED REGULARISATION PLAN

DEFINITIONS

In this Announcement, unless otherwise indicated, the following words and abbreviations shall have the following meanings:-

“Act” : The Companies Act 2016, as amended from time to time

“Announcement” : This announcement pertaining to the Proposed Regularisation Plan

“Board” : Board of Directors of ICB

“Bursa Depository” : Bursa Malaysia Depository Sdn. Bhd.

“Bursa Securities” : Bursa Malaysia Securities Berhad

“Business” : The provision of ICT systems, particularly for the ICT transportation systems industry

“Cash Consideration” : The portion of Purchase Consideration to be satisfied in cash amounting to RM10.0 million

“CCM” : Court convened meeting

“Consideration RCPS” : NewCo RCPS to be issued pursuant to the Proposed Acquisition

“Consideration Shares” : 151,200,000 new NewCo Shares to be allotted and issued to the Vendor at RM0.25 per share pursuant to the Proposed Acquisition

“Consolidated Shares” or : Ordinary shares of ICB after the Proposed Consolidation “ICB Shares”

“Constitution” : Constitution of ICB

“Conversion Price” : The proposed conversion price for the ICB RCPS/NewCo RCPS of RM0.20 for every one (1) new ICB Share/NewCo Share through surrendering ICB RCPS/NewCo RCPS for cancellation

“Deed Poll” : The deed poll constituting the ICB Warrants/NewCo Warrants to be executed by the Company/NewCo

“EGM” : Extraordinary general meeting

“EGPL” : EVD Global Pte. Ltd.

“Entitled Holders” : The holders of the Existing Shares, ICB Shares, ICB Warrants and ICB RCPS whose names appear in the Record of Depositors of the Company as at the close of business on the relevant Entitlement Dates, who shall be entitled to participate in the Proposed Consolidation, the Proposed Rights Issue and/or the Proposed Securities Exchange

“Entitlement Date(s)” : The dates to be determined and announced by the Board after the approvals from the relevant authorities and shareholders of ICB have been obtained, for the purpose of determining the entitlements of:- . the holders of the Existing Shares to the Proposed Consolidation; . the holders of the ICB Shares to the Proposed Rights Issue; and . the holders of the ICB Shares, the ICB Warrants and the ICB RCPS to the Proposed Securities Exchange

DEFINITIONS (CONT’D)

“EPS” : Earnings per share

“EVD” or the “Vendor” : EV-Dynamic Sdn. Bhd.

“EVE” : EVD Engineering Sdn. Bhd., a wholly-owned subsidiary of EVD

“EVE Group” : Collectively, EVE and EGPL

“Exercise Price” : The proposed exercise price of the ICB Warrant/NewCo Warrant of RM0.20 for one (1) new ICB Share/NewCo Share

“Existing Shares” : The existing ordinary shares of ICB

“Existing Warrants” : The existing 123,731,033 warrants 2015/2020 of ICB

“FPE” : Financial period ended

“FYE” : Financial year ended/ending

“GN3” : Guidance Note 3 of the Listing Requirements

“ICB” or “Company” : iDimension Consolidated Bhd

“ICB Group” or “Group” : ICB and its subsidiaries

“ICB RCPS” : Five (5)-year redeemable convertible preference shares in ICB to be issued pursuant to the Proposed Rights Issue

“ICB Warrants ” : Five (5)-year free detachable warrants in ICB to be issued pursuant to the Proposed Rights Issue

“ICT” : Information and communications technology

“Issue Price” : The proposed issue price of RM0.20 per Placement Share / Rights Share

“ITS” : Intelligent transportation systems

“KAF IB” : KAF Investment Bank Berhad

“KTM” : Keretapi Tanah Melayu

“LAT” : Loss after taxation

“Listing Requirements” : ACE Market Listing Requirements of Bursa Securities

“LPD” : 13 December 2019, being the latest practicable date prior to this Announcement

“LRT” : Light rail transit

“Market Day” : A day on which Bursa Securities is opened for trading in securities

“Moratorium Period” : A period of six (6) months from the date of the Consideration Shares are admitted/listed on the ACE Market of Bursa Securities

“MRT” : Mass rapid transit

“NA” : Net assets

“NewCo” or “Purchaser” : EVD Berhad

“NewCo Group” : NewCo and its proposed subsidiaries pursuant to the Proposed Regularisation Plan

DEFINITIONS (CONT’D)

“NewCo RCPS” : Five (5)-year redeemable convertible preference shares in NewCo to be issued pursuant to the Proposed Acquisition and the Proposed Securities Exchange

“NewCo Shares” : Ordinary shares of NewCo

“NewCo Warrants” : Five (5)-year warrants in NewCo to be issued pursuant to the Proposed Securities Exchange

“New Projects” : All new ICT systems contracts and projects to be identified and secured by EVD

“Official List” : A list specifying all securities listed on the ACE Market of Bursa Securities

“Ongoing Projects” : All material ongoing ICT systems contracts and projects awarded to EVD up to the date of SSA

“PAT” : Profit after taxation

“PBT” : Profit before taxation

“Philippines” : The Republic of Philippines

“PHP” : Philippine peso

“Placement Shares” : New ICB Share(s) to be issued pursuant to the Proposed Private Placement

“Proposed Acquisition” : Proposed acquisition of the Sale Shares by NewCo at the Purchase Consideration

“Proposed Amendments” : Proposed amendments to the Constitution to facilitate the issuance of ICB RCPS pursuant to the Proposed Rights Issue

“Proposed : Proposed consolidation of every ten (10) Existing Shares into one (1) Consolidation” Consolidated Share

“Proposed Exemption” : Proposed exemption for the Vendor and the persons acting in concert under Paragraph 4.08 of the Rules, from the obligation to undertake a mandatory take- over offer for the remaining NewCo Shares, NewCo Warrants and NewCo RCPS not already held by them after the Proposed Regularisation Plan

“Proposed MBO” : Proposed buy-out by Mr. Daniel Boo Hui Siong, the Managing Director and major shareholder of ICB of all the existing assets, liabilities, businesses and subsidiaries of ICB

“Proposed Regularisation : Collectively, the Proposed Consolidation, Proposed Private Placement, Plan” Proposed Rights Issue, Proposed Acquisition, Proposed Securities Exchange, Proposed Exemption, Proposed Transfer and Proposed Amendments

“Proposed Private : Proposed private placement of 16,317,000 new ICB Shares, representing Placement” approximately 60.0% of the existing total number of ICB Shares in issue, to third party investors at the Issue Price

“Proposed Rights Issue : Proposed renounceable rights issues of the following:- (i) 21,756,609 Rights Shares, at the Issue Price, on the basis of one (1) Rights Share for every two (2) existing ICB Shares held by the Entitled Holders on the Entitlement Date, together with 21,756,609 free ICB Warrants on the basis of one (1) ICB Warrant for every one (1) Rights Share subscribed for; and (ii) 174,052,872 Rights RCPS on the basis of four (4) Rights RCPS for every one (1) existing ICB Share held by the Entitled Holders on the Entitlement Date, at RM0.025 per Rights RCPS;

iii

DEFINITIONS (CONT’D)

“Proposed Securities : Proposed exchange of all ICB Shares, ICB Warrants and ICB RCPS by way of Exchange” a scheme of arrangement under Section 366 of the Act, on the following basis:- (i) one (1) ICB Share for every one (1) NewCo Share; (ii) one (1) ICB Warrant for every (1) NewCo Warrant; and (iii) one (1) ICB RCPS for every one (1) NewCo RCPS, at an Entitlement Date;

“Proposed Transfer” : Proposed assumption of the listing status of ICB by NewCo and the admission of NewCo to and withdrawal of ICB from the Official List of Bursa Securities, with the listing of and quotation for the entire NewCo Shares, NewCo Warrants, and NewCo RCPS on the ACE Market of Bursa Securities

“Purchase Consideration” : The purchase consideration of RM108.0 million pursuant to the Proposed Acquisition to be satisfied via a combination of cash consideration and the issuance of Consideration Shares and Consideration RCPS

“Record of Depositors” : A record of depositors established by Bursa Depository under the Rules of Bursa Depository

“Rights RCPS” : ICB RCPS to be issued pursuant to the Proposed Rights Issue

“Rights Share(s)” : New ICB Shares to be issued pursuant to the Proposed Rights Issue

“RM” and “sen” : Ringgit Malaysia and sen, respectively

“Rules” : Rules on Take-Overs, Mergers and Compulsory Acquisitions, as amended time to time and any re-enactment thereof

“Rules of Bursa : The rules of Bursa Depository as issued pursuant to the Securities Industry Depository” (Central Depositories) Act, 1991 as amended from time to time, including the Securities Industry (Central Depositories) Amendment Act, 1998

“Sale Shares” : The 5,000,000 ordinary shares in EVE, representing 100% of the issued share capital of EVE

“Scheme Agreement” : Scheme agreement dated 19 December 2019 entered into between ICB and NewCo for the Proposed Regularisation Plan

“SGD” : Singapore Dollar

“SSA” : Conditional share sale agreement dated 19 December 2019 entered into between the Vendor, ICB and NewCo for the Proposed Acquisition

“SSA Conditional : Twelve (12) months from the date of the SSA or such other date(s) the parties Period” may mutually agree in writing

“SSA Completion” : The completion of the Proposed Acquisition subject to and in accordance with the terms and conditions of the SSA

“SSA Completion Date” : Three (3) months from the date of the SSA becoming unconditional in accordance with the terms of the SSA, unless the parties agree otherwise in writing, subject to the completion falling on a date simultaneous with the completion of the Proposed Securities Exchange

“USD” : United States Dollar

“Valuation Report” : The final valuation report on the Sale Shares by an independent valuer to be issued within the SSA Conditional Period

“VWAMP” : Volume weighted average market price

DEFINITIONS (CONT’D)

Words denoting the singular number only shall include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine gender, neuter gender and vice versa. Reference to persons shall include a body of persons, corporate or unincorporated (including a trust). Any reference to a time of day shall be a reference to Malaysian time, unless otherwise stated. Any reference to any statute is a reference to that statute as for the time being amended or re-enacted.

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1. INTRODUCTION

1.1 On 9 October 2018, the Board announced that ICB has been classified as an affected listed corporation under Rule 8.03A(2) of the Listing Requirements following the deconsolidation of the financial statements of its wholly-owned subsidiary, namely IDB Interactive Sdn. Bhd., from the consolidated financial statements of ICB for the FPE 30 June 2018, where ICB would have technically suspended a major business which contributes or generates 70% or more of the Company’s revenue on a consolidated basis based on its latest annual unaudited financial statements for the FPE 31 December 2017.

1.2 On 29 October 2018, the Board announced that the Company has been classified as an affected listed corporation under GN3 as it has triggered the prescribed criteria under paragraph 2.1(f) of GN3 following the adverse opinion expressed by its external auditors on the audited financial statements of the Company for the FPE 30 June 2018.

1.3 On 14 October 2019, Bursa Securities granted an extension of time of up to 8 April 2020 for ICB to submit a regularisation plan to the relevant authorities.

1.4 On behalf of the Board, KAF IB wishes to announce that the Company proposes to undertake the Proposed Regularisation Plan to regularise its financial condition which entails the following proposals:-

(i) proposed consolidation of every ten (10) Existing Shares into one (1) Consolidated Share;

(ii) proposed private placement which entails the issuance of 60.0% of the total number of ICB Shares in issue after the Proposed Consolidation at the Issue Price to third party investors;

(iii) upon completion of the Proposed Private Placement, ICB to undertake a proposed renounceable rights issue comprising the following:-

(a) proposed rights issue of shares on the basis of one (1) Rights Share for every two (2) existing ICB Shares held at the Issue Price together with one (1) ICB Warrant for every one (1) Rights Share subscribed for; and

(b) proposed rights issue of RCPS on the basis of four (4) Rights RCPS for every one (1) existing ICB Share held with a denomination of RM0.025 per Rights RCPS,

(iv) proposed acquisition of the Sale Shares for a purchase consideration of RM108.0 million, which shall be satisfied through a combination of cash, Consideration Shares and Consideration RCPS;

(v) proposed internal reorganisation by way of a scheme of arrangement under Section 366 of the Act comprising the following:-

(a) proposed securities exchange, whereby the existing holders of ICB Shares, ICB Warrants and ICB RCPS will exchange all their existing securities held in ICB for NewCo Shares, NewCo Warrants and NewCo RCPS; and

(b) proposed assumption of the listing status of ICB by NewCo and the admission of NewCo to and withdrawal of ICB from the Official List of Bursa Securities, with the listing of and quotation for the entire NewCo Shares, NewCo Warrants and NewCo RCPS on the ACE Market of Bursa Securities,

(vi) proposed exemption for the Vendor and the persons acting in concert under Paragraph 4.08 of the Rules, from the obligation to undertake a mandatory take-over offer to acquire all the remaining NewCo Shares, NewCo Warrants and NewCo RCPS not already held by them after the Proposed Regularisation Plan; and

(vii) proposed amendments to the Constitution to facilitate the issuance of ICB RCPS pursuant to the Proposed Rights Issue.

Concurrently, Mr. Daniel Boo Hui Siong, the Managing Director and major shareholder of ICB, is contemplating a proposed management buy-out of all the existing assets, liabilities, businesses and subsidiaries of ICB for a cash consideration to be determined later.

2. DETAILS OF THE PROPOSED REGULARISATION PLAN

2.1 Proposed Consolidation

2.1.1 Details of the Proposed Consolidation

ICB will undertake the Proposed Consolidation which entails the consolidation of every ten (10) Existing Shares held by the Entitled Holders on the Entitlement Date, into one (1) Consolidated Share.

The actual resultant issued share capital of ICB after the Proposed Consolidation would depend on the issued share capital of the Company on the Entitlement Date. For illustration purpose only, the resultant issued share capital of ICB after the Proposed Consolidation will be RM21,233,254 comprising 27,196,218 Consolidated Shares based on the issued share capital of ICB as at the LPD and on the premised that none of the Existing Warrants, which are expiring on 14 July 2020, will be exercised into new ordinary shares of ICB prior to the Entitlement Date as they are grossly out of the money giving the exercise price of RM0.20 per Existing Warrant vis-a-vis the current market price of the Existing Shares of below RM0.05 per share. In this regard, the Existing Warrants will not be regarded in the Proposed Consolidation as the Proposed Regularisation Plan is only expected to be implemented by the 1st quarter of 2021, which will be after the expiry of the Existing Warrants.

Any fractional entitlements arising from the Proposed Consolidation will be disregarded and shall be dealt with in such manner as the Board shall in its absolute discretion deem fit, expedient and in order to minimise the incidence of odd lots and in the best interests of the Company.

2.1.2 Ranking of the Consolidated Shares

The Consolidated Shares shall rank pari passu in all respects with each other.

2.1.3 Theoretical price and number of shares

The Proposed Consolidation will result in adjustments to the reference prices and the resultant number of the Existing Shares. For illustration purposes only, the theoretical adjusted market prices and the resultant number of the Consolidated Shares pursuant to the implementation of the Proposed Consolidation shall be as follows:-

Market/ Assumed number theoretical Total value of shares price (RM) (RM)

As at the LPD (1)1,000 (3)0.03 30

After the Proposed Consolidation (2)100 0.30 30

Notes:-

1. In terms of the number of the Existing Shares.

2. In terms of the resultant number of the Consolidated Shares.

3. Being the closing market price of the Existing Shares as at the LPD.

As illustrated above, the Proposed Consolidation is not expected to affect the total value of the Existing Shares held by the Company’s shareholders.

2.1.4 Procedures for the implementation of the Proposed Consolidation

As the existing ordinary shares of ICB are prescribed securities, the Consolidated Shares will be credited directly into the respective central depository system accounts of the Entitled Holders on the Entitlement Date and no physical certificate will be issued. In addition, the trading of the Existing Shares will not be suspended for the purpose of implementing the Proposed Consolidation.

2.2 Proposed Private Placement

2.2.1 Details of the Proposed Private Placement

The Proposed Private Placement entails the issuance of 16,317,000 Placement Shares at the Issue Price, representing approximately 60.0% of the total number of ICB Shares in issue after the Proposed Consolidation, to third party investors to be identified. The Placement Shares are not intended to be placed out to the existing and/or proposed directors and major shareholders of the Company and/or person connected to them.

2.2.2 Implementation and ranking of the Placement Shares

The Proposed Private Placement will be implemented in one (1) tranche after all approvals required for the Proposed Regularisation Plan have been obtained, but before the implementation of the Proposed Rights Issue. The Placement Shares shall be placed out via KAF IB acting as the placement agent.

2.2.3 Ranking of the Placement Shares

The Placement Shares shall, upon allotment and issue, rank pari passu in all respects with the then existing ICB Shares, save and except that the Placement Shares shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution which may be declared, made or paid, the entitlement date of which is prior to the date of allotment of such Placement Shares.

2.2.4 Listing of and quotation for the Placement Shares

Pursuant to the Proposed Securities Exchange, all securities of ICB, including the Placement Shares, will be exchanged for new securities of NewCo. In this regard, the 16,317,000 Placement Shares to be issued pursuant to the Proposed Private Placement will be exchanged for an equal number of NewCo Shares and an application will be made to Bursa Securities for the listing of and quotation for such NewCo Shares on the ACE Market of Bursa Securities.

2.2.5 Basis of and justification for the Issue Price

The Issue Price of RM0.20 per Placement Share was arrived at after taking into consideration the following:-

(i) the theoretical ex-price of RM0.2187 per ICB Share after the Proposed Rights Issue, calculated based on the Issue Price and the five (5)-day VWAMP of the Existing Shares up to and including the LPD of RM0.0312 per share and the effect of the Proposed Consolidation on the Existing Shares;

(ii) the audited consolidated LAT recorded by ICB for the past two (2) FPE 30 June 2018 and FYE 30 June 2019 of 3.40 sen and 6.23 sen per Existing Share respectively;

(iii) the Company’s existing GN3 status; and

(iv) the pro forma consolidated NA per NewCo Share of RM0.21 upon completion of the Proposed Regularisation Plan as shown in Section 7.4 of this Announcement.

For illustration purpose, the Issue Price of RM0.20 per Placement Share is at a discount of RM0.0187 or 8.55% to the theoretical ex-price of RM0.2187 per ICB Share.

2.2.6 Utilisation of proceeds from the Proposed Private Placement

Based on the Issue Price of RM0.20 per Placement Share, the Proposed Private Placement will raise gross proceeds of approximately RM3.26 million, which are proposed to be utilised in the manner as set out in Section 2.9 of this Announcement.

2.3 Proposed Rights Issue

2.3.1 Details of the Proposed Rights Issue

The Proposed Rights Issue, which is to be undertaken on a renounceable basis, entails the issuance of the following:-

(i) 21,756,609 Rights Shares, at the Issue Price, on the basis of one (1) Rights Share for every two (2) existing ICB Shares held by the Entitled Holders on the Entitlement Date, together with 21,756,609 free ICB Warrants on the basis of one (1) ICB Warrant for every one (1) Rights Share subscribed for; and

(ii) 174,052,872 Rights RCPS on the basis of four (4) Rights RCPS for every one (1) existing ICB Share held by the Entitled Holders on the Entitlement Date with a denomination of RM0.025 per Rights RCPS,

following the completion of the Proposed Private Placement.

The Entitled Holders can fully or partially subscribe for and/or renounce their entitlements to the Rights Shares and/or the Rights RCPS. Any unsubscribed Rights Shares and/or Rights RCPS shall be made available for excess applications by the Entitled Holders and/or their renouncee(s)/ transferee(s).

The ICB Warrants are attached to the Rights Shares without any cost and will only be issued to the Entitled Holders who subscribe for the Rights Shares. The renunciation of the Rights Shares by the Entitled Holders will accordingly entail the renunciation of the ICB Warrants to be issued together with the Rights Shares pursuant to the Proposed Rights Issue. However, if the Entitled Holders decide to accept only part of their Rights Shares entitlements, they shall be entitled to the ICB Warrants in proportion to the acceptance of their Rights Shares entitlements. The ICB Warrants will be immediately detached from the Rights Shares upon issuance and will be separately traded.

The Proposed Rights Issue will be undertaken based on a full subscription basis, which was determined after taking into consideration the level of funds required by ICB/NewCo for the purposes stated in Section 2.9 of this Announcement, through a combination of the following:-

(i) irrevocable undertakings to be procured from the shareholders of ICB and the placees (to be identified for the Proposed Private Placement) to subscribe for the Rights Shares and the Rights RCPS; and

(ii) underwriting arrangement to be procured for the portion of the Rights Shares and the Rights RCPS not covered by the aforesaid undertakings.

The proportion between the aforesaid undertakings and underwriting can only be determined and finalised at a later date after the placees for the Proposed Private Placement have been identified and secured. In addition, the underwriting arrangement shall be subject to a formal underwriting agreement to be executed prior to the announcement of the Entitlement Date between the Company and the underwriters to be determined later. The underwriting commission payable to underwriters and all other costs in relation to such underwriting arrangement will be fully borne by the Company/NewCo.

Any fractional entitlements of Rights Shares, Rights RCPS and ICB Warrants under the Proposed Rights Issue will be disregarded and shall be dealt with in such manner as the Board shall in its absolute discretion deem fit, expedient and in the best interests of the Company.

The principal terms of the ICB RCPS/ICB Warrants are given in Appendices I and II of this Announcement respectively.

2.3.2 Basis of and justification for the Issue Price/Conversion Price of the Rights Shares/Rights RCPS

The Issue Price/Conversion Price of RM0.20 per Rights Share/Rights RCPS was arrived at after taking into consideration the following:-

(i) the theoretical ex-price of RM0.2187 per ICB Share after the Proposed Rights Issue, calculated based on the Issue Price, the five (5)-day VWAMP of the Existing Shares up to and including the LPD of RM0.0312 per share and the effect of the Proposed Consolidation on the Existing Shares;

(ii) the audited consolidated LAT recorded by ICB for the past two (2) FPE 30 June 2018 and FYE 30 June 2019 of 3.40 sen and 6.23 sen per Existing Share respectively;

(iii) the Company’s existing GN3 status; and

(iv) the pro forma consolidated NA per NewCo Share of RM0.21 upon completion of the Proposed Regularisation Plan as shown in Section 7.4 of this Announcement.

For illustration purpose, the Issue Price/Conversion Price of RM0.20 per Rights Share/Rights RCPS is at a discount of RM0.0187 or 8.55% to the theoretical ex-price of RM0.2187 per ICB Share.

2.3.3 Basis of and justification for the issue price and the Exercise Price of the ICB Warrants

The ICB Warrants will be issued at no cost to the Entitled Holders who subscribed for the Rights Shares. The Exercise Price of RM0.20 per ICB Warrant was arrived at after taking into consideration the following:-

(i) the theoretical ex-price of RM0.2187 per ICB Share after the Proposed Rights Issue, calculated based on the Issue Price, the five (5)-day VWAMP of the Existing Shares of ICB up to and including the LPD of RM0.0312 per share and the effect of the Proposed Consolidation on the Existing Shares;

(ii) the historical price movement of the Existing Shares; and

(iii) the potential future earnings of the EVE Group.

For illustration purpose, the Exercise Price of RM0.20 per ICB Warrant is at a discount of RM0.0187 or 8.55% to the theoretical ex-price of RM0.2187 per ICB Share.

2.3.4 Ranking of the Rights Shares, the Rights RCPS and the ICB Warrants

The Rights Shares shall, upon allotment and issue, rank pari passu in all respects with the then existing ICB Shares, save and except that such Rights Shares shall not be entitled to any dividends, rights, allotments and/or any other forms of distribution which may be declared, made or paid, the entitlement date of which is prior to the date of allotment of such Rights Shares. For clarity, the Rights RCPS and the ICB Warrants shall not be converted into new ICB Shares as they shall be exchange for new NewCo RCPS and new NewCo Warrants pursuant to the Proposed Securities Exchange respectively.

2.3.5 Listing of and quotation for the Rights Shares, the Rights RCPS and the ICB Warrants

Pursuant to the Proposed Securities Exchange, all securities of ICB, including the Rights Shares, the Rights RCPS and the ICB Warrants will be exchanged for new securities of NewCo. In this regard, the 21,756,609 Rights Shares, 174,052,872 Rights RCPS and 21,756,609 ICB Warrants to be issued pursuant to the Proposed Rights Issue will be exchanged for an equal number of NewCo Shares, NewCo RCPS and NewCo Warrants, and an application will be made to Bursa Securities for the listing of and quotation for such NewCo Shares, NewCo RCPS and NewCo Warrants, and the new NewCo Shares to be issued arising from the conversion of such NewCo RCPS and exercise of such NewCo Warrants on the ACE Market of Bursa Securities.

The principal terms of the NewCo RCPS and NewCo Warrants are given in Appendices III and IV of this Announcement respectively.

2.3.6 Utilisation of proceeds from the Proposed Rights Issue

Based on the Issue Price of RM0.20 per Rights Share and the denomination of Rights RCPS of RM0.025, the Proposed Rights Issue is expected to raise gross proceeds of approximately RM8.70 million, which are proposed to be utilised in the manner as set out in Section 2.9 of this Announcement.

2.4 Proposed Acquisition

2.4.1 Background information of the Proposed Acquisition

2.4.1.1 On 25 September 2019, the Company entered into a memorandum of understanding with EVD for the purpose of injecting the assets/businesses of and/or new projects secured by EVD into ICB, which serves as an integral step of the Company’s overall plan to regularise its financial conditions as a GN3 status company.

2.4.1.2 On 19 December 2019, the Company entered into the SSA with NewCo and EVD pertaining to the proposed acquisition by NewCo of the entire 5,000,000 ordinary shares in EVE, representing 100% of the issued share capital of EVE, for a purchase consideration of RM108.0 million to be satisfied through a combination of:-

(i) RM37.8 million through the issuance of 151.2 million Consideration Shares at a proposed issue price of RM0.25 per Consideration Share;

(ii) RM60.2 million through the issuance of 2,408.0 million Consideration RCPS with a denomination of RM0.025 per Consideration RCPS; and

(iii) the remaining RM10.0 million in cash,

subject to, among others, the following provisions of the SSA, where:-

(a) EVD will, as soon as practicable after the date of the SSA,:-

. appoint EVE as a project manager or sub-contractor, as the case may be, for the portion of the Ongoing Projects which have yet to be awarded to any sub-contractor; and

. appoint EVE as a project manager, as the case may be, for the portion of the Ongoing Projects secured by the Vendor, which have yet to be completed and for which the work has been sub-contracted out to third parties;

(b) all New Projects to be identified or secured by EVD shall either be sub-contracted by EVD to EVE or directly tendered for by EVE in lieu of the Vendor; and

(c) that EVD will cease the Business or any activities similar to the Business within two (2) years from the SSA Completion Date.

The salient terms of the SSA are set out in Appendix V of this Announcement.

2.4.1.3 Further information on the Vendor and the EVE Group are set out in Appendix VI of this Announcement.

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2.4.2 Basis and justification of arriving at the Purchase Consideration

The Purchase Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration, inter-alia, the following:-

(i) the future earnings potential of the EVE Group;

In relation to the foregoing, Asia Equity Research Sdn. Bhd. (“AER”), an independent valuer, has been appointed by the Company to conduct a valuation on the EVE Group. Pursuant to the SSA, the Purchase Consideration shall be within the valuation range of the EVE Group to be appraised by AER and in the event where the Purchase Consideration does not fall within such valuation range appraised, the Purchase Consideration shall be adjusted in accordance with a manner to be mutually agreed between the Company and the Vendor;

(ii) a two (2)-year profit guarantee of RM18.0 million in aggregate on the PAT of EVE for the FYE 31 December 2020 and 31 December 2021 (“Profit Guarantee”) as provided by the Vendor pursuant to the SSA, as more particularly set out in Section 1.5.1, Appendix V of this Announcement; and

(iii) an implied price-to-earnings multiple of 12.0 times based on an average Profit Guarantee of RM9.0 million per year;

(iv) the outlook and prospects of the ICT transportation systems industry, where EVE is involved in as more particularly set out in Section 5.3 of this Announcement; and

(v) the prospects of the EVE Group as set out in Section 5.4 of this Announcement.

2.4.3 Basis and justification of arriving at the proposed issue price for the Consideration Shares

The proposed issue price of RM0.25 per Consideration Share was arrived at after taking into consideration, amongst others, the following:-

(ii) the audited consolidated LAT recorded by ICB for the past two (2) FPE 30 June 2018 and FYE 30 June 2019 of 3.40 sen and 6.23 sen per Existing Share respectively;

(iii) the Company’s existing GN3 status; and

(iv) the pro forma consolidated NA per NewCo Share of RM0.21 upon completion of the Proposed Regularisation Plan as shown in Section 7.4 of this Announcement.

For illustration purpose, the proposed issue price of RM0.25 per Consideration Share is at a premium of RM0.0313 or 14.31% to the theoretical ex-price of RM0.2187 per ICB Share.

2.4.4 Basis and justification of arriving at the Conversion Price for the Consideration RCPS

The Conversion Price of RM0.20 per Consideration RCPS was arrived at after taking into consideration, amongst others, the following:-

(ii) the audited consolidated LAT recorded by ICB for the past two (2) FPE 30 June 2018 and FYE 30 June 2019 of 3.40 sen and 6.23 sen per Existing Share respectively;

(iii) the Company’s existing GN3 status; and

(iv) the pro forma consolidated NA per NewCo Share of RM0.21 upon completion of the Proposed Regularisation Plan as shown in Section 7.4 of this Announcement.

For illustration purpose, the Conversion Price of RM0.20 per Consideration RCPS is at a discount of RM0.0187 or 8.55% to the theoretical ex-price of RM0.2187 per ICB Share.

2.4.5 Ranking of the Consideration Shares, the Consideration RCPS and the new NewCo Shares to be issued arising from the conversion of the Consideration RCPS

All of the Consideration Shares and new NewCo Shares to be issued arising from the conversion of the Consideration RCPS to be issued pursuant to the Proposed Acquisition shall, upon allotment and issue, rank pari passu in all respects with the then existing NewCo Shares, save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions which are declared, made or paid, the entitlement date of which is prior to the date of allotment and issuance of the Consideration Shares and new NewCo Shares to be issued arising from the conversion of the Consideration RCPS.

2.4.6 Listing of and quotation for the Consideration Shares, the Consideration RCPS and the new NewCo Shares to be issued arising from the conversion of the Consideration RCPS

An application will be made to Bursa Securities for the listing of and quotation for Consideration Shares, Consideration RCPS and the new NewCo Shares to be issued arising from the conversion of the Consideration RCPS on the ACE Market of Bursa Securities.

2.4.7 Reasonableness of the Profit Guarantee

The Board is of the opinion that the Profit Guarantee of RM18.0 million in aggregate for FYE 31 December 2020 and FYE 31 December 2021 is reasonable and realistic after taking into consideration:-

(i) the unaudited PAT of EVE and EGPL for the 10-month FPE 31 October 2019 of RM2.66 million and RM1.36 million (translated based on an exchange rate of 1.000 USD : 4.137 RM) respectively;

(ii) the order book and tender book of EVE and EVD, in respect of the Ongoing Projects and New Projects which can be awarded or sub-contracted to EVE, as at the LPD; and

(iii) the prospects of the EVE Group as set out in Section 5.4 of this Announcement.

In addition, the Board also take comfort that pursuant to the SSA, the Vendor will pledge such amount of NewCo RCPS equivalent to an aggregate value of RM18.0 million as security for due performance of its obligations under the Profit Guarantee.

2.4.8 Source of funding

The cash portion of the Purchase Consideration amounting to RM10.0 million, which shall be funded through the proceeds to be raised from the Proposed Private Placement, the Proposed Rights Issue and Proposed MBO, shall be settled by NewCo within two (2) years from the SSA Completion Date.

2.4.9 Assumption of liabilities

Save for the existing liabilities as stated in the financial statements of EVE and the corporate guarantee(s) to be provided by NewCo in substitution of the corporate guarantee(s) to be provided by the Vendor for banking facilities to be procured by EVE prior to the SSA Completion, NewCo will not assume any liabilities, including contingent liabilities and guarantees, pursuant to the Proposed Acquisition. The existing liabilities of EVE will be settled by EVE in its ordinary course of business.

2.4.10 Additional financial commitment required

Save for the Purchase Consideration, there is no other financial commitment required in putting EVE on- stream on the premise that EVE is already in operation and profitable.

2.5 Proposed Securities Exchange

2.5.1 Details on the Proposed Securities Exchange

The Proposed Securities Exchange shall be effected by way of a scheme of arrangement pursuant to Section 366 of the Act, where all Entitled Holders as at the Entitlement Date will exchange all of their holdings of ICB Shares, ICB RCPS and ICB Warrants for an equal number of NewCo Shares, NewCo RCPS and NewCo Warrants on a one-for-one basis based on their respective holdings as at the Entitlement Date.

Upon the completion of the Proposed Consolidation, Proposed Private Placement and Proposed Rights Issue, the issued share capital of ICB will be enlarged to RM27,910,266 comprising 65,269,827 ICB Shares, 21,756,609 ICB Warrants and 174,052,872 ICB RCPS, whilst the issued share capital of NewCo be RM37,800,000, comprising 151,200,002 upon completion of the Proposed Acquisition. In this regard, NewCo will issue 65,269,827 new NewCo Shares, 21,756,609 new NewCo Warrants and 174,052,872 new NewCo RCPS in exchange for all the securities of ICB pursuant to the Proposed Securities Exchange. Following this, ICB shall become a wholly-owned subsidiary of NewCo.

For clarity, the Entitled Holders will receive such number of new NewCo Shares, new NewCo RCPS and new NewCo Warrants equivalent to their respective holdings in ICB as at the Entitlement Date.

2.5.2 Ranking of the securities issued pursuant to the Proposed Securities Exchange

The new NewCo Shares to be issued pursuant to the Proposed Securities Exchange shall, upon allotment and issue, rank pari passu in all respects with the then existing NewCo Shares, save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions which are declared, made or paid, the entitlement date of which is prior to the date of allotment and issuance of the said NewCo Shares. As for the new NewCo RCPS and the Newco Warrants to be issued pursuant Proposed Securities Exchange, they shall rank equally in all respects with each other upon allotment and issuance.

2.5.3 Information on NewCo

NewCo was incorporated in Malaysia under the Act as a public limited company under the name of EVD Berhad on 16 December 2019 to facilitate the implementation of the Proposed Securities Exchange. As at the LPD, NewCo has an issued share capital of RM0.40, comprising two (2) NewCo Shares, and it does not have any convertible securities in issue. NewCo is currently dormant but is intended for investment holding activities.

As at the LPD, the directors of NewCo are Ching Chee Pun and Lee Eng Tee, and each of them holds one (1) NewCo Share. Prior to the implementation of the Proposed Acquisition and the Proposed Securities Exchange, new directors will be appointed to NewCo, whilst the current directors of NewCo, namely Ching Chee Pun and Lee Eng Tee, will resign.

2.5.4 Salient terms of the Scheme Agreement

To facilitate the implementation of the Proposed Securities Exchange, ICB had on today entered into a conditional scheme agreement with NewCo, the salient terms of which are set out in Appendix VII of this announcement.

2.6 Proposed Exemption

Upon completion of the Proposed Securities Exchange, on a proforma basis, the resultant shareholding of the Vendor and the persons acting in concert in NewCo will be approximately 69.85%. Hence, the Vendor and the persons acting in concert shall have an obligation to undertake a mandatory general offer to acquire all the remaining NewCo Shares, NewCo RCPS and NewCo Warrants not already held by them pursuant to Paragraph 4.01 of the Rules.

The Vendor and the persons acting in concert do not intend to undertake a mandatory general offer to acquire all the remaining NewCo Shares, NewCo RCPS and NewCo Warrants not already held by them upon completion of the Proposed Securities Exchange. In this regard, they intend to seek an exemption from the SC from the obligation to undertake the said mandatory general offer under Paragraph 4.08 of the Rules.

2.7 Proposed Amendments

The Proposed Amendments entail the consequential amendments to the Constitution serve to facilitate the issuance of the ICB RCPS pursuant to the Proposed Rights Issue. Pursuant to the Proposed Amendments, the principal terms of the ICB RCPS as set out in Appendix I of this Announcement shall be incorporated in the Constitution.

2.8 Proposed Transfer

Upon completion of the Proposed Securities Exchange, NewCo will be the new holding company of ICB and will assume the listing status of ICB. Accordingly, it is proposed that ICB be delisted from the Official List of Bursa Securities and NewCo be admitted to the Official List of Bursa Securities in place of ICB, with the listing of and quotation for the entire NewCo Shares, NewCo RCPS and NewCo Warrants on the ACE Market of Bursa Securities.

2.9 Utilisation of proceeds

The Proposed Private Placement, the Proposed Rights Issue and the Proposed MBO, on a collective basis, are expected to raise total gross proceeds of RM23.97 million, as follows:-

Total gross proceeds (RM) Proposed Private Placement 3,263,400 Proposed Rights Issue 8,702,644 Proposed MBO* 11,000,000 ------Total 22,966,044 ------

Note * : Based on the indicative disposal consideration estimated by the management of ICB as further elaborated in Section 3 of this Announcement.

The total gross proceeds of RM22.97 million are proposed to be utilised as follows:-

Total gross Expected time frame proceeds Utilisation of proceeds for utilisation RM’000 Working capital for EVE Group (1) Within 24 months 9,966 Proposed Acquisition (2) Within 12 months 10,000 Estimated expenses in relation to the Proposed Within 3 months 3,000 Regularisation Plan (3) Total 22,966

Notes:-

1. This portion of proceeds earmarked for working capital purposes is proposed to be utilized for, inter-alia, general administrative and other operating expenditure of the EVE Group, such as staff salaries and for general

corporate purposes. The actual proceeds to be utilised for each component of working capital are subject to the operating requirements at the time of utilisation and therefore cannot be determined at this juncture. Nevertheless, NewCo would have sufficient working capital for the next twelve (12) months after the completion of the Proposed Regularisation Plan.

2. This portion of proceeds is earmarked for the settlement of cash portion of the Purchase Consideration. Pursuant to the SSA, NewCo is giving up to two (2) years from the completion of the Proposed Acquisition to settle such portion of cash consideration.

3. Being estimated expenses incidental to the Proposed Regularisation Plan, such as professional fees, fees payable to relevant authorities, printing, postage, advertising and other miscellaneous expenses. Any surplus or shortfall for such expenses will be adjusted accordingly against the amount allocated for working capital purposes.

2.10 Moratorium on the Vendor’s Consideration Shares

Pursuant to Rule 3.19 (1) of the Listing Requirements, a moratorium will be imposed on the sale, transfer or assignment of the 151,200,000 NewCo Shares held by the Vendor upon completion of the Proposed Acquisition as follows:-

(i) the moratorium applies to the entire 151,200,000 NewCo Shares held by the Vendor for the Moratorium Period; and

(ii) upon the expiry of the Moratorium Period, the Vendor must ensure that its aggregate shareholdings amounting to at least 45.0% of the enlarged issued share capital of NewCo shall remain under moratorium for another period of six (6) months; and

(iii) thereafter, the Vendor may sell, transfer or assign up to a maximum of one-third (1/3) per annum of their NewCo Shares under moratorium on a straight-line basis.

Notwithstanding the above, pursuant to Rule 3.19 (1B) of the Listing Requirements, the Vendor may apply to Bursa Securities for an exemption from continue compliance with the abovementioned Rules in sub-paragraphs (ii) and (iii) if NewCo meets the quantitative criteria for admission to the Main Market of Bursa Securities after admitted to the Official List.

3. PROPOSED MBO

In conjunction with the Proposed Regularisation Plan, Mr. Daniel Boo Hui Siong, the Managing Director and major shareholder of ICB, is contemplating a proposed management buy-out of all the existing assets, liabilities, businesses and subsidiaries of ICB (“MBO Assets”), for a cash consideration to be determined later. For the purpose of this Announcement, the indicative disposal consideration for the MBO Assets as estimated by the management of ICB, after due consideration of the audited consolidated NA position of the ICB Group for the FYE 30 June 2019 as well as the losses incurred by the ICB Group for the past two (2) FPE 30 June 2018 and FYE 30 June 2019, is approximately RM11.0 million.

As the Proposed MBO will involve the interests of a Director/major shareholder of ICB, it will be deemed as a related party transaction and giving the materiality of the Proposed MBO, an independent adviser is required to be appointed to advise the non-interested shareholders of ICB in respect of the Proposed MBO pursuant to Paragraph 10.08(2) of the Listing Requirements.

Further details of the Proposed MBO will be released to Bursa Securities upon finalisation of the detailed terms of the Proposed MBO and execution of the associated agreement.

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4. RATIONALE

4.1 Proposed Regularisation Plan

The Proposed Regularisation Plan serves to regularise the financial condition of the ICB Group and return the Group to profitability. The Board believes that the Proposed Regularisation Plan is expected to improve the financial performance and condition of the ICB Group and eventually lead to the regularisation of the Company’s GN3 status.

Further details on the rationale for the Proposed Regularisation Plan are set out below:-

4.1.1 Proposed Consolidation

The Proposed Consolidation serves to facilitate adjustments to the market reference prices and the resultant number of ordinary shares of ICB with the aim of facilitating the implementation of the other proposals comprised in the Proposed Regularisation Plan which entail the issuance of securities.

4.1.2 Proposed Private Placement

The Proposed Private Placement serves to raise the intended proceeds from the placement investors to be procured, who may then lend the necessary support through their participation in providing irrevocable undertakings for the subscriptions of the Rights Shares and the Rights RCPS, thereby reducing the reliance on underwriting arrangement to be procured from underwriters to facilitate the implementation of the Proposed Rights Issue.

4.1.3 Proposed Rights Issue

After due consideration of various funding options available to the Company, the Board is of the opinion that the Proposed Rights Issue is the most appropriate avenue of fund raising for ICB for the purposes stated in Section 2.9 of this Announcement in view of the following reasons:-

(i) the Proposed Rights Issue serves to raise the intended funds for the purposes as set out in Section 2.9 of this Announcement;

(ii) as opposed to borrowings from financial institutions, the Proposed Rights Issue enables the ICB Group to raise funds without incurring interest costs;

(iii) the Entitled Holders would have the opportunity to increase their equity participation in the Company on a pro rata basis and ultimately, participate in the prospects and future growth of the NewCo Group pursuant to the Proposed Securities Exchange;

(iv) the issuance of the Rights RCPS would provide the Entitled Holders with an option to further participate in the equity of NewCo at a predetermined conversion price during the tenure of the NewCo RCPS pursuant to the Proposed Securities Exchange; and

(v) the free ICB Warrants which are attached to the Rights Shares will provide the Entitled Holders with an incentive to subscribe for the Rights Shares. In addition, the proceeds, if any, from the exercise of the NewCo Warrants (after the Proposed Securities Exchange) will provide an additional source of funds for working capital requirements of the NewCo Group.

4.1.4 Proposed Acquisition

The Proposed Acquisition will allow the NewCo Group to enter into the ICT systems business of EVE as a means to improve the financial performance of NewCo and to enhance its shareholders’ value.

EVE is an ICT systems provider, and is primarily involved in the provision of ICT systems for transportation infrastructure projects. As a wholly-owned subsidiary of EVD, EVE has participated in providing ICT systems for several key railways, urban rail transit system and highway projects in Malaysia, and has recently secured traffic management system contracts for expressways in the

Philippines. By leveraging on its technical expertise and experience, EVE Group intends to strengthen and expand its presence in Malaysia and other countries in Southeast Asia.

Premised on the foregoing, the Board is of the view that the Proposed Acquisition would be beneficial to the Group’s future prospects and in the interest of the shareholders of ICB in the medium to long term. Kindly refer to Sections 5.3 and 5.4 of this Announcement for further information on the ICT transportation systems industry and prospects of the EVE Group.

4.1.5 Proposed Securities Exchange

The Proposed Securities Exchange is undertaken to facilitate the implementation of the Proposed Regularisation Plan.

4.1.6 Proposed Exemption

The Proposed Exemption will relieve the Vendor and the persons acting in concert from the obligation to undertake a mandatory general offer under the Rules due to the emergence of their interests in the voting shares of NewCo of approximately 69.85%, upon completion of the Proposed Acquisition and Proposed Securities Exchange.

4.1.7 Proposed Transfer

The Proposed Transfer would enable NewCo to assume the listing status of the Company pursuant to the Proposed Regularisation Plan.

4.1.8 Proposed Amendments

The Proposed Amendments are intended to facilitate the issuance of the ICB RCPS pursuant to the Proposed Rights Issue.

4.2 Proposed MBO

The ICB Group incurred substantial LAT of RM18.47 million and RM16.95 million for the past two (2) FPE 30 June 2018 and FYE 30 June 2019 respectively on the back of a declining revenue. Following the deconsolidation of the financial statements of a wholly-owned subsidiary during the FPE 30 June 2018, ICB has technically suspended a major business, which has caused the Company being classified as an affected listed corporation under Rule 8.03A(2) of the Listing Requirements and thereafter, being classified as an affected listed corporation under GN3. Moving forward, the Board does not foresee the remaining information technology business of the Group would be able to turn around its financial performance in the near future and to return the ICB Group to profitability.

In this regard, the Proposed MBO would enable the ICB Group to trim its losses through disposing of non-profitable businesses and subsidiaries, and to channel the proceeds arising therefrom for the purpose of the Proposed Regularisation Plan, including utilising for the settlement of the cash portion of the Purchase Consideration for the Proposed Acquisition, which serves to diversify its business into the provision of ICT systems primarily for the transportation systems industry, as a mean to improve the financial performance of the ICB Group with the ultimate aim to regularise the GN3 status of the Company.

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5. INDUSTRY OUTLOOK AND FUTURE PROSPECTS OF THE GROUP

5.1 Overview and outlook of Malaysia economy

Growth in the Malaysian economy moderated to 4.4% in the third quarter of 2019 (2Q 2019: 4.9%), primarily attributed to lower growth in key sectors and a decline in the mining and construction activities. On the demand side, most domestic demand components and net exports registered slower growth momentum. On a quarter-on-quarter seasonally-adjusted basis, the economy grew by 0.9% (2Q 2019: 1.0%).

Domestic demand growth moderated to 3.5% (2Q 2019: 4.6%), with private sector expenditure remaining the key contributor to growth. Private consumption grew by 7.0% (2Q 2019: 7.8%), as household spending normalised towards its long-term trend. This partly reflected strong base effects from the tax holiday spending last year. Nevertheless, spending remained supported by continued income and employment growth, as well as selected Government measures. Public consumption spending increased by 1.0% (2Q 2019: 0.3%). While emolument growth remained positive, expenditure on supplies and services continued to decline, albeit at a slower pace. This is in line with the Government’s commitment to expenditure optimisation.

Private investment growth expanded marginally by 0.3% (2Q 2019: 1.8%), weighed down by lower capital spending across major economic sectors. Investment continued to be affected by heightened uncertainty surrounding external conditions and continued weakness in the broad property segment. Public investment remained in contraction (-14.1%; 2Q 2019: -9.0%), reflecting lower capital spending by both Federal Government and public corporations.

The Malaysian economy continued to expand in the third quarter, bringing the overall performance of the first three quarters to 4.6%. The pace of growth is expected to be sustained for the remainder of the year and going into 2020. Household spending will remain the key driver of growth, supported by continued employment and income growth. Private investment growth is projected to remain modest, supported partly by realisation of approved projects. Public investment will be a smaller drag to growth, following planned higher capital spending mainly in the transportation segment. On the external front, support from net exports will likely moderate, as imports are expected to grow faster than exports, in line with the projected improvement in the investment activity.

(Source: Bank Negara Quarterly Bulletin, Third Quarter 2019)

5.2 Overview and outlook of the intelligent transport system

The United Nations projects the world population to reach 9.8 billion people in 2050, posing a greater challenge to transportation, especially in urban areas. In cities, mobility is a key concern; while most current traffic management systems are programmed based on historical traffic data and are unable to adapt its timing to irregular events such as unexpected congestion and construction.

One such alternative is ITS. According to an article by The Sun in 2015, motorists are expected to access real-time traffic information through ITS in 2020. In Malaysia, such systems have been introduced to through projects like computer controlled traffic signals since the mid-nineties. ITS is the use of advanced technology including electronics, communications, control and information technology. This sophisticated system could help cities manage traffic flow more efficiently, as its backbone is wireless connectivity throughout the city’s infrastructure. It has been used to reduce congestion, providing real- time information to handle higher demand, improve incident management, and enhance safety through faster emergency response.

It is also used to mitigate environmental impacts through pollution monitoring, disseminating air quality information, and even providing access control to high pollution area. Operating costs could be reduced by increasing daily productivity through automatic vehicle location, computer aided dispatch, weigh-in- motion systems and electronic toll collection. Travellers may also have their experience enhanced through dynamic route guidance, real time public transit information, real time traffic information, and smart card payment systems for public transport.

(Source: Article by Malaysia Automotive, Robotics & IoT Institute (MARii), Ministry of International Trade and Industry)

5.3 Overview and outlook of the ICT transportation systems industry in Malaysia and Southeast Asia

ICT transportation systems are ICT systems that improve the efficiency and safety of transportation infrastructure such as railways, urban rail transit systems and highways.

The outlook and prospects of the ICT transportation systems industry in Malaysia can be depicted by the growth of transportation infrastructure construction projects as a growing number of transportation infrastructure in the country would indicate a growing demand for ICT transportation systems. The value of transportation infrastructure projects in Malaysia grew from RM11.6 billion in 2015 to RM28.9 billion in 2017. Meanwhile, the number of transportation infrastructure construction projects in Malaysia grew from 550 projects to 976 projects during the same period.

Regionally, transportation infrastructure expenditure in Southeast Asia was estimated to be USD47.0 billion in 2015. Transportation infrastructure expenditure in Southeast Asia was estimated to have grown at a compound annual growth rate of 5.4% between 2016 and 2020, and is expected to reach RM61.0 billion by 2020.

Moving forward, the growth of the ICT transportation systems industry in Malaysia and Southeast Asia is expected to be driven by the following factors:-

5.3.1 Growing transportation infrastructure projects in the country arising from an increasing need for more transportation infrastructure and Government initiatives

The growth in the transportation industry is mainly driven by an increasing need for transportation infrastructure and government initiatives to drive the development of this industry in the country.

The growing need for transportation infrastructure can be depicted by the increasing number of users. In Malaysia, the number of passengers on LRT services increased from 145.0 million passengers in 2013 to 148.2 million passengers in 2018, while the number of passengers travelling on MRT services grew from 22.4 million passengers in 2017 to 51.3 million passengers in 2018. In the meantime, there has been approximately 1.8 million newly registered passenger and commercial vehicles between 2015 and 2018. In Southeast Asia, the number of passengers for railways grew from an estimated 760.1 million passengers in 2015 to 834.5 million passengers in 2017. Total number of registered vehicles in Southeast Asia grew from 201.9 million in 2015 to 220.3 million in 2017.

Over the past few years, the Government of Malaysia has driven the construction of several major transportation infrastructure projects such as the LRT 3, MRT 2 and electrified double tracking projects. Moving forward, the Government of Malaysia has announced several key transportation infrastructure projects such as the Penang Transport Masterplan, Kuala Lumpur - Singapore high speed rail, remaining phases of the Pan-Borneo Highway, East Coast Rail Link, Klang Valley Double Track Rail and the Johor Bahru – Singapore Rapid Transit System projects. In May 2019, the Government of Malaysia also launched RM500 million worth of funds under the Public Transport Fund, to fund the improvement of public transportation coverage and services. Further, the Government of Malaysia also launched the National Transport Policy 2019 – 2030, which has 5 key policy thrusts and 23 strategies aimed towards developing a sustainable transportation industry.

Meanwhile, the governments of other Southeast Asia countries have also recognized the importance of transportation infrastructure in order to drive their country’s development. For instance, the Government of the Philippines launched the “Build, Build, Build Program” which aims to grow infrastructure spending. Several major projects in the Philippines include the Philippine National Railways North 1 (Tutuban to Malolos), Mindanao Road Sector, Mindanao Railway (Phase 1), the Metro Manila Subway (Phase 1) and the PNR South Commuter Line (Solis to Los Banos) projects. The Government of Thailand had also launched the Eastern Economic Corridor Infrastructure in 2018, which will see the development of high-speed eastern rail routes and double-track railways as well as expansion of highways and motorways. In addition, the Government of Vietnam has also initiated the Infrastructure Vietnam 2019 to accelerate infrastructure development in Vietnam. The Government of Indonesia also targets to build new infrastructure projects under the National Strategic Projects, which includes the construction of 15 new railway projects such as the Jakarta – Surabaya Railway, New Yogyakarta Airport Access Railway and the Southern Jawa Double Track projects; 7 new urban rail transit systems such as the MRT Jakarta – Koridor North – South, MRT Jakarta East – West Corridor and the Metro Palembang projects; as well

as 88 new roads and highways such as the Balikpapan – Samarinda road, Serang – Panimbang road and the Solo – Ngawi road. In Singapore, transportation infrastructure construction is expected to continue with the launch of several major transportation infrastructure projects such as the Cross-Island MRT Line, Thomson East Coast MRT Line and the 21.5 km long North South Corridor.

The abovementioned factors will drive the growth of the transportation industry leading to more railways, urban rail transit systems and highways constructed in Malaysia and Southeast Asia. This will in turn benefit the ICT transportation systems industry regionally.

5.3.2 Technological advancements of ICT transportation systems are expected to encourage existing transportation infrastructure owners and operators to invest in upgrading their ICT transportation systems

ICT transportation systems have evolved and advanced over the years. Today, these ICT systems are interconnected using telecommunication networks to allow for seamless integration of processes and have the ability to collect, transmit and analyse transport data to enhance the quality and performance of transportation infrastructure in terms of traffic management, traveller information and security.

As such, existing transportation infrastructure owners and operators may replace their existing ICT transportation systems with more advanced systems in order to keep up with latest technological trends, and this will inevitably benefit the ICT transportation systems industry in Malaysia and Southeast Asia.

5.3.3 Government initiatives to drive the adoption of ICT transportation systems

The governments of Southeast Asia countries have recognised the importance of ICT transportation systems in spurring the development of the transportation industry. As such, several government initiatives have been launched to encourage the adoption of ICT transportation systems.

The Malaysian Intelligent Transportation System Blueprint 2019-2023 is aimed at encouraging a seamless transportation system to enhance the mobility and connectivity of the population. The blueprint has three (3) focus areas, i.e. building an integrated need-based transportation system which involves enhancing connectivity between transportation modes and improving safety and efficiency of transportation infrastructure; unleashing growth of logistics and trade facilitation which involves deploying ICT systems in the logistics industry; as well as improving coverage, quality and affordability of broadband infrastructure to enable intelligent transportation systems to be deployed.

Meanwhile, the National Transport Policy (NTP) 2019-2030 was also launched by the Prime Minister of Malaysia to develop efficient, integrated and secure transportation infrastructure. This involves strengthening governance to create a conducive environment for the transportation industry; optimising, building and maintaining the use of transportation infrastructure, services and network to maximise efficiency; enhancing safety, integration, connectivity and accessibility; advancing towards green transportation eco-systems; and expanding global footprint and promoting internationalisation of transportation services.

Further, the Development Bank of the Philippines had also signed an agreement with Infrastructure Asia, Singapore in 2019, to allow for knowledge sharing of best practices in traffic and transport management to support the infrastructure development in the Philippines. Previously, the Philippines had partnered with Singapore in 2017 to develop an intelligent transportation system for Metro Manila. In addition, the Government of Thailand had also launched the 20-years Thailand Transport Systems Development Strategy (2018 – 2037) which aims to develop environmentally friendly, safe and efficient transportation infrastructure that is easily available to its citizens.

The ICT transportation systems industry in Malaysia and Southeast Asia stands to benefit from the abovementioned initiatives driven by the respective governments.

(Source: Independent Market Research Report prepared by Providence Strategic Partners Sdn. Bhd. (“IMR Report”))

5.4 Prospects and future plan of the EVE Group

EVE is primarily involved in the provision of ICT systems for transportation infrastructure such as railways, e.g. KTM and urban rail transit systems (e.g. MRT and LRT), and highways. In addition, EVE is also involved in the provision of ICT systems for healthcare institutions as well as gated communities.

EVE’s ICT transportation systems include traffic control and surveillance, integrated and automated supervisory control, ticketing, communication and maintenance systems for railways and urban rail transit systems. It has the capability to facilitate the full process of deploying these ICT systems, ranging from design, implementing, engineering, testing and commissioning to operation and maintenance of these systems.

As a wholly-owned subsidiary of EVD, EVE has participated in providing ICT systems for Malaysia’s major railway, KTM; key urban rail transit systems such as MRT 1 - Sungai Buloh to Kajang, MRT 2 – Sungai Buloh to Putrajaya, electrified double tracking project between Ipoh and Padang Besar and KL Monorail; as well as key highways such as the South Klang Valley Expressway (SKVE), Lebuhraya Damansara – Puchong (LDP), Lebuhraya Kajang – Seremban (LEKAS), Lebuhraya Shah Alam (KESAS), East Coast Expressway (ECE), West Coast Expressway (WCE) and East Klang Valley Expressway (EKVE).

The future prospects of EVE are expected to be positive in light of the favourable industry outlook as illustrated in Sections 5.2 and 5.3 of this Announcement, and its competitive strengths as set out below:-

(i) EVE has the capability to facilitate the full process of deploying ICT systems, from design, implementing, engineering, testing and commissioning to operation and maintenance of these ICT systems;

(ii) As a wholly-owned subsidiary of EVD, EVE has participated in providing ICT systems for key railway, urban rail transit system and highway projects and has thus garnered extensive experience as an ICT transportation systems provider;

(iii) Pursuant to the Proposed Acquisition, EVE will be assuming the ICT system business of EVD, including the in-house technical expertise of EVD on design and engineer complex ICT systems, where:-

(a) EVD will, as soon as practicable after the date of the SSA,:-

. appoint EVE as a project manager or sub-contractor, as the case may be, for the portion of the Ongoing Projects, which have yet to be awarded to any sub- contractor; and

(b) all New Projects to be identified or secured by EVD shall either be sub-contracted by EVD to EVE or directly tendered for by EVE in lieu of the Vendor; and

(c) that EVD will cease the Business or any activities similar to the Business within two (2) years from the completion of the SSA,

and

(iv) EVE has an experienced and technically-strong key management team.

Moving forward, EVE intends to leverage on the opportunities created by announced national infrastructure projects in Malaysia such as the:-

. Penang Transport Masterplan which includes construction of the Bayan Lepas LRT, George Town (The Light) – Butterworth (Penang Sentral) – Sg Nyiur LRT, Raja Uda – Sg Nyiur – Bukit Mertajam – Permatang Tinggi Monorail and the Pan Island Link 1 highway;

. construction of the Kuala Lumpur - Singapore high-speed rail project;

. construction of the remaining phases of the 1,663 km Pan-Borneo Highway project;

. construction of the 640km East Coast Rail Link;

. construction of the Klang Valley Double Track Rail;

. construction of the Johor Bahru – Singapore Rapid Transit System; and

. construction of the Serendah - Port Klang Rail Bypass for cargo shipments and a dedicated highway connecting Northport and Westport.

Todate, EVE has, through its wholly-owned subsidiary, namely EGPL, secured traffic management system contracts for expressways in the Philippines. In addition, EVE also plans to participate in infrastructure projects in other Southeast Asia countries, where its prospects appear promising on the back of opportunities created by the government sector. According to the IMR Report, some of the major transportation infrastructure projects in other Southeast Asia countries include the Cross-Island MRT Line, Thomson East Coast MRT Line and the 21.5 km long North South Corridor in Singapore; the Philippine National Railways North 1 (Tutuban to Malolos), Mindanao Road Sector, Mindanao Railway Project (Phase 1), the Metro Manila Subway Project (Phase 1) and the PNR South Commuter Line (Solis to Los Banos) projects in the Philippines; the MRT Jakarta – Koridor North – South, the MRT Jakarta East – West Corridor, the Metro Palembang, the Balikpapan – Samarinda road, the Serang – Panimbang road and the Solo – Ngawi road in Indonesia as well as the Eastern Economic Corridor Infrastructure which sees the development of high-speed eastern rail routes and double-track railways as well as expansion of highways and motorways in Thailand.

In light of the abovementioned factors, the Company believes that the EVE Group is well-positioned to strengthen and grow its presence in Malaysia and the Southeast Asia region.

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6. RISK FACTORS

6.1 Delays in implementation or non-completion of the Proposed Regularisation Plan

The regularisation of the ICB Group is, to a large extent, dependent on the effective and timely implementation of the Proposed Regularisation Plan. The successful implementation of the Proposed Regularisation Plan is further subject to the approvals of the relevant authorities as well as the shareholders of ICB at an EGM/CCM to be convened. In the event that such approvals are not obtained, the Proposed Regularisation Plan may be delayed or terminated. In relation to the foregoing, the management of ICB will endeavour to ensure timely implementation of and compliance with the aforesaid plans/requirements.

6.2 Risks relating to the business operations and the industry pursuant to the Proposed Acquisition

6.2.1 Acquisition risk

Through implementation of the Proposed Regularisation Plan, the existing business operations of the ICB Group will be disposed of via the Proposed MBO, whilst the business operations of the EVE Group will emerge as the new core business of the NewCo Group pursuant to the Proposed Acquisition, which is expected to contribute positively to the NewCo Group based on the prospects of the EVE Group as given in Section 5.4 of this Announcement. However, there is no assurance that the anticipated benefits from the Proposed Acquisition can be realised or that NewCo will be able to generate sufficient returns from the EVE Group to offset the associated investment cost. Nevertheless, premised on the prospects of the EVE Group and the historical performance of EVD/EVE Group as given in Appendix VI of this Announcement, and coupled with the Profit Guarantee provided by the Vendor pursuant to the SSA, the Board is optimistic on the future viability and profitability of the NewCo Group.

6.2.2 Competition

EVE primarily competes with other ICT systems providers primarily for transportation infrastructure projects. As such, it experiences substantial competition during the project tendering stage. As a wholly- owned subsidiary of EVD, EVE is able to leverage on its past technical expertise and experience to remain competitive, having participated in providing ICT systems for key transportation infrastructure projects in Malaysia, as illustrated in Section 5.4 of this Announcement. Notwithstanding the foregoing, there can be no assurance that the NewCo Group will be able to continuously compete effectively with its peers.

6.2.3 Project risks

In view of the complexity of the ICT transportation system projects undertaken by EVE, EVE is subject to changes in the specifications required under these projects. As such, EVE is subject to, amongst others, the following risks:-

(i) Delay and/or cancellation of projects due to unforeseen circumstances such as unexpected changes in project requirements or timeline. Any delay in customers’ expansion projects will accordingly affect the implementation of the systems and this would affect the recognition of revenues from the relevant projects; and

(ii) Project cost overruns due to unanticipated difficulties encountered during the project implementation stage or changes in project requirements. These project cost overruns could impact EVE’s profitability.

Notwithstanding the foregoing, EVE has garnered extensive experience having participated in providing ICT systems for transportation infrastructure projects, and is thus able to minimise the occurrence of such potential project risks.

6.2.4 Dependence on key management

The continuing success of EVE is to a certain extent dependent on the continued efforts of its key management personnel who are directly responsible for the strategic direction, leadership, business planning and development, and management of its business operations. The loss of any of such key management personnel, and subsequent inability to recruit suitable replacement personnel in a timely manner, may adversely affect the business operations and financial performance of EVE as well as its continuing ability to compete effectively in the industry. EVE recognises the importance to retain its key management and have in place a human resource strategy, which includes maintaining a competitive remuneration package and providing opportunities for career development for its employees. Nonetheless, there can be no assurance that the NewCo Group will be able to recruit, develop and retain adequate number of skilled and motivated employees.

6.2.5 Dependency on the transportation industry

EVE is mainly involved in the provision of ICT systems for transportation infrastructure and as such, EVE’s business performance is correlated with the growth of the transportation sector. As such, a decline in the number of new transportation projects would translate into a fall in demand for EVE’s ICT systems, thereby adversely affecting EVE’s business operations and financial performance.

Nevertheless, the transportation sector in Malaysia has been growing, where the value of transportation infrastructure projects in Malaysia grew from RM11.6 billion in 2015 to RM28.9 billion in 2017 (Source: IMR Report). Meanwhile the transportation infrastructure expenditure in Southeast Asia was estimated to have grown at a compound annual growth rate of 5.4% between 2016 and 2020. Notwithstanding the present positive industry outlook, there can be no assurance that any changes in the transportation sector in Malaysia and Southeast Asia will not have a material adverse effect on EVE’s business operations and financial performance.

6.2.6 Foreign currency fluctuations

The purchases of hardware and software by the EVE Group are denominated in both RM and USD, while part of the revenue of the EVE Group from its foreign customer is denominated in PHP. In this regard, the EVE Group is exposed to potential losses on foreign currency exchange rates, particularly arising from fluctuations in the exchange rate of USD and PHP against RM. The management of EVE constantly monitors the movements of USD and PHP against RM with the aim of assessing such potential exposure/risk with due regard to its payables and receivables denominated in foreign currencies and if the need arises, to enter into hedging arrangement for the same. Nevertheless, there can be no assurance that any future fluctuation in foreign currency exchange rates will not have a material adverse impact on the earnings of the enlarged NewCo Group.

6.2.7 Financing risk

EVE’s ability to obtain external financing is subject to various uncertainties, including its future results of operations, financial condition and cash flows, the performance of the Malaysian economy and the markets for its ICT systems, the cost of financing and the condition of financial markets, and the continuing willingness of banks to provide new loans. If adequate funding is not available when needed, or is available only on unfavourable terms, taking advantage of business opportunities or responding to competitive pressures may become challenging, which could have a material and adverse effect on the business, financial condition and results of operations of the enlarged NewCo Group.

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6.2.8 Changes in economic, political and regulatory conditions

The NewCo Group’s business prospects are dependent, to a large extent, on the developments in economic, political and regulatory conditions. Any adverse development in such conditions may have a negative impact on the prospects of the NewCo Group. These adverse developments include, among others, downturn in the global and Malaysia economies, changes in political leadership, changes in interest rates, war, terrorism activities, riots, and unfavourable changes in government policies such as introduction of new regulations, import restrictions and duties, tariffs, licensing regulations or subsidies. Although the NewCo Group may take a prudent approach to manage these risks internally, however these risks are beyond its control. Hence, there can be no assurance that any adverse economic, political and regulatory changes will not materially affect the NewCo Group’s business prospects.

7. EFFECTS OF THE PROPOSED REGULARISATION PLAN

7.1 Corporate Structure

As at the LPD, the corporate structure of the ICB Group is set out as below:-

ICB

100%

All subsidiary companies of ICB “ICB Subsidiaries”

Upon completion of the Proposed Securities Exchange and Proposed Transfer, NewCo will become the new investment holding company by assuming the listing status of ICB, whilst ICB will become a wholly-owned subsidiary of NewCo. Concurrently, all the existing assets, liabilities, businesses and ICB Subsidiaries will be disposed of pursuant to the Proposed MBO. The new corporate structure of the NewCo Group after the Proposed Securities Exchange and Proposed Transfer is set out below:-

NewCo

100% 100%

EVE ICB 100%

EGPL

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7.2 Share capital

The proforma effects of the Proposed Regularisation Plan on the issued share capital of ICB and NewCo are as follows:-

ICB NewCo Total No. of Total Total No. of Total No. of Value ICB Value No. of Value NewCo Value shares (RM) RCPS (RM) shares (RM) RCPS (RM) Issued share capital as at the LPD 271,962,179 21,233,254 - - 2 (1)- - - After Proposed Consolidation 27,196,218 21,233,254 ------To be issued pursuant to Proposed Private Placement 16,317,000 3,263,400 ------To be issued pursuant to Proposed Rights Issue 21,756,609 (2)3,413,612 174,052,872 4,351,322 - - - - To be issued pursuant to Proposed Acquisition - - - - 151,200,000 37,800,000 2,408,000,000 60,200,000 65,269,827 27,910,266 174,052,872 4,351,322 151,200,002 37,800,000 2,408,000,000 60,200,000 To be issued pursuant to Proposed Securities - - - - 65,269,827 27,910,266 174,052,872 4,351,322 Exchange After the Proposed Securities Exchange - - - - 216,469,829 65,710,266 2,582,052,872 64,551,322 To be issued pursuant to conversion of NewCo RCPS - - - - (3)2,582,052,872 516,410,574 - - To be issued upon full exercise of NewCo Warrants - - - - 21,756,609 (2)5,289,032 - - Enlarged issued share capital - - - - 2,820,279,310 587,409,872 - -

Notes:- 1. Insignificant as the two (2) NewCo Shares were issued at RM0.20 per share. 2. After taking into account the adjustments for warrant reserve of RM937,710 arising from the Proposed Rights Issue. 3. On the assumption that all NewCo RCPS will be converted by surrendering one (1) NewCo RCPS together with RM0.175 in cash for one (1) NewCo Share.

7.3 Earnings and EPS

The Proposed Regularisation Plan is not expected to have any material impact on the ICB Group’s earnings for the FYE 30 June 2020 as it is only expected to be completed by 1st quarter of 2021. Barring any unforeseen circumstances, the Proposed Regularisation Plan is expected to regularise the financial condition of the Company and contribute positively to the future earnings of the enlarged NewCo Group.

7.4 NA and gearing

The pro forma effects of the Proposed Regularisation Plan on the consolidated gearing and NA per share of ICB and NewCo based on the audited consolidated financial statements of ICB for the FYE 30 June 2019 are as follows:-

<------ICB------> <------NewCo------> (I) (II) (III) (IV) (V) (VI) After (I) and After (IV) and After (V) and After the the Proposed After (II) and After the the Proposed the conversion/ exercise Audited as at Proposed Private the Proposed Proposed Securities of all NewCo RCPS 30 June 2019 Consolidation Placement Rights Issue Acquisition Exchange and NewCo Warrants RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Share capital 21,233 21,233 24,497 27,910 37,800 65,710 (3)587,410 RCPS - - - 4,351 60,200 64,551 - Warrant reserve - - - (2) 938 - 938 - Reserve 606 606 606 606 - - - Accumulated losses (6,726) (6,726) (1) (9,726) (9,726) - - - Shareholders’ equity/NA 15,113 15,113 15,377 24,079 98,000 131,199 587,410

No. of shares (‘000) (4)271,962 (5)27,196 (5)43,513 (5)65,270 (6)151,200 (6)216,470 (6)2,820,279 NA per share (RM) 0.06 0.56 0.35 0.37 0.65 0.61 0.21

Borrowings (RM’000) 4,836 4,836 4,836 4,836 - (7)4,836 4,836 Gearing (times) 0.32 0.32 0.26 0.20 n.a. 0.04 0.01

Notes:- 1. After deducting the estimated expenses incidental to the Proposed Regularisation Plan of RM3.0 million. 2. After taking into account the adjustments for warrant reserve of RM937,710 arising from the Proposed Rights Issue. 3. On the assumption that all NewCo Warrants will be fully exercised at RM0.20 per warrant and that all NewCo RCPS will be converted by surrendering one (1) NewCo RCPS together with RM0.175 in cash for one (1) NewCo Share. 4. Being the number of Existing Shares. 5. Being the number of ICB Shares. 6. Being the number of NewCo Shares. 7. After included the bank borrowings of the ICB Group. n.a. Not applicable.

7.5 Substantial shareholders’ shareholdings

The proforma effects of the Proposed Regularisation Plan on the substantial shareholders’ shareholdings in the ICB and NewCo are as follows:-

(I) (II) (III) After (I) and Proposed Private After (II) and Proposed As at the LPD After Proposed Consolidation Placement Rights Issue Direct Indirect Direct Indirect Direct Indirect Direct Indirect No. of No. of No. of No. of No. of No. of No. of No. of Substantial Existing Existing ICB ICB ICB ICB ICB ICB Shareholders Shares Shares Shares Shares Shares Shares Shares Shares ’000 % ‘000 % ‘000 % ‘000 % ‘000 % ‘000 % ‘000 % ‘000 % Daniel Boo Hui Siong 36,815 13.54 (1)2,273 0.84 3,682 13.54 (1)227 0.84 3,682 8.46 (1)227 0.52 5,522 8.46 (1)341 0.52 Ching Seek Fui 2,273 0.84 (2)36,815 13.54 227 0.84 (2)3,682 13.54 227 0.52 (2)3,682 8.46 341 0.52 (2)5,522 8.46 Dato’ Dr. Chang Seng Kooi 19,000 6.99 - - 1,900 6.99 - - 1,900 4.37 - - 2,850 4.37 - - Foo Mei Tee 15,642 5.75 - - 1,564 5.75 - - 1,564 3.59 - - 2,346 3.59 - - Vendor ------

(IV) (V) (VI) After (V) and full After (IV) and Proposed conversion/exercise of NewCo After Proposed Acquisition Securities Exchange RCPS/NewCo Warrants Direct Indirect Direct Indirect Direct Indirect No. of No. of No. of No. of No. of No. of Substantial NewCo NewCo NewCo NewCo NewCo NewCo Shareholders Shares Shares Shares Shares Shares Shares ’000 % ‘000 % ‘000 % ‘000 % ‘000 % ‘000 % Daniel Boo Hui Siong - - - - 5,522 2.55 (1)341 0.16 22,089 0.78 (1)1,364 0.05 Ching Seek Fui - - - - 341 0.16 (2)5,522 2.55 1,364 0.05 (2)22,089 0.78 Dato’ Dr. Chang Seng Kooi - - - - 2,850 1.32 - - 11,400 0.40 - - Foo Mei Tee - - - - 2,346 1.08 - - 9,385 0.33 - - Vendor 151,200 100.0 - - 151,200 69.85 - - 2,559,200 90.74 - -

Notes:-

1. Deemed interested through the shareholding of his spouse, Madam Ching Seek Fui’s interest in the Company.

2. Deemed interested through the shareholding of her spouse, Mr. Daniel Boo Hui Siong’s interest in the Company.

7.6 Convertible securities

Save for the Existing Warrants, the Company does not have any outstanding convertible securities in issue as at the LPD. Nevertheless, the Proposed Regularisation Plan will not have any effect on the Existing Warrants as it is only expected to be implemented by the 1st quarter of 2021, which is after the expiry of the Existing Warrants.

8. APPROVALS REQUIRED

The Proposed Regularisation Plan is subject to the following approvals being obtained:-

(i) Bursa Securities, for the:-

(a) Proposed Regularisation Plan;

(b) delisting of ICB;

(d) the listing of and quotation for the entire issued share capital of NewCo comprising the NewCo Shares, NewCo RCPS, NewCo Warrants and new NewCo Shares to be issued pursuant to the conversion of NewCo RCPS and exercise of NewCo Warrants, on the ACE Market of Bursa Securities.

(ii) SC, for the:-

(a) Proposed Exemption; and

(b) Equity Compliance Unit of the SC, pursuant to the bumiputera equity requirement for public listed companies.

(iii) shareholders of ICB at the CCM pursuant to Section 366 of the Act for the Proposed Securities Exchange/Proposed Transfer and at an EGM to be convened for the Proposed Regularisation Plan;

(iv) the order/confirmation of the High Court of Malaya for the Proposed Securities Exchange/Proposed Transfer; and

(v) any other relevant authorities/parties, if required.

The proposals in the Proposed Regularisation Plan are inter-conditional upon each other but not conditional upon any other corporate proposals undertaken or to be undertaken by ICB. The Proposed MBO is conditional upon the Proposed Regularisation Plan but not vice-versa. There are no proposals which have been announced by ICB but pending implementation, other than the Proposed Regularisation Plan.

9. PERCENTAGE RATIO

Pursuant to Rule 10.02(g) of the Listing Requirements, the highest percentage ratios applicable to the Proposed Acquisition is above 100% based on the latest audited consolidated financial statements of ICB for the FYE 30 June 2019.

10. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Save for their respective entitlements as shareholders of ICB under the Proposed Consolidation, the Proposed Rights Issue and the Proposed Securities Exchange, which are also available to the other shareholders of the Company, none of the Directors, major shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposed Regularisation Plan.

11. DIRECTORS’ STATEMENT AND RECOMMENDATION

The Board, having considered all aspects of the Proposed Regularisation Plan, including but not limited to the current financial position of the ICB Group and in particular the rationale and benefits of the Proposed Regularisation Plan as set out in Section 4 of this Announcement, is of the opinion that the Proposed Regularisation Plan is in the best interest of the Company.

In addition, the Board wishes to advise the shareholders of ICB to read this Announcement in its entirety and to exercise caution in dealing in the ICB Shares as the Proposed Regularisation Plan is subject to, inter-alia, the implementation risk and requisite approvals as highlighted in Sections 6.1 and 8 of this Announcement respectively. The shareholders of ICB are also advised to consult their stock brokers, bank managers, solicitors or other professional advisors should they have any doubt as to the course of action to be taken.

12. ADVISER

The Board has appointed KAF IB as the Adviser for the Proposed Regularisation Plan. An independent adviser for the Proposed Exemption will be appointed in due course pursuant to Paragraph 4.08(3) of the Rules.

13. ESTIMATED TIME FRAME FOR SUBMISSION TO THE RELEVANT AUTHORITIES AND COMPLETION

The tentative implementation timeline of the Proposed Regularisation Plan is as follows:-

Expected dates Events

End March 2020 Submission of Proposed Regularisation Plan to Bursa Securities

End June 2020 Approval from Bursa Securities

By 3rd quarter of 2020 Convening of the EGM to obtain the approval of ICB’s shareholders for the Proposed Regularisation Plan as well as the CCM for the Proposed Securities Exchange

By 4th quarter of 2020 Sanction from the High Court of Malaya for the Proposed Securities Exchange

By 1st quarter of 2021 . Listing of and quotation for the NewCo’s securities in relation to the Proposed Regularisation Plan . Completion of the Proposed Regularisation Plan

This Announcement is dated 19 December 2019.

APPENDIX I

PRINCIPAL TERMS OF THE ICB RCPS

Terms Details

Issue size : 174,052,872 units of ICB RCPS Issue price : RM0.025 per ICB RCPS Nominal value in issue : RM4,351,322 Form and Denomination : The ICB RCPS will be constituted in the Constitution and issued in registered form and in multiples of RM0.025 each Voting Rights : The ICB RCPS shall carry no right to vote at any general meeting of the Company except where permitted under law, amongst others, with regard to any proposal to wind-up the Company, during the winding-up of the Company and on any proposal that affects the rights and privileges of the ICB RCPS holder. In any such case, the ICB RCPS holder shall be entitled to vote together with the holders of ordinary shares and to one (1) vote for each ICB RCPS held Ranking : (i) the ICB RCPS shall rank equally in all respects amongst all ICB RCPS; (ii) the ICB RCPS will not be entitled to any rights, allotments and/or other distributions that may be declared by the Company; and (iii) their rights as to voting shall be as limited to those described in “Voting Rights” above Tenure : Five (5) years from the date of issue Maturity Date : The market day immediately before the fifth (5th) anniversary of the date of issue Dividend Rate : The ICB RCPS shall not be entitled to any dividend declared or paid by the Company for its ordinary shares Conversion Period : The ICB RCPS shall be convertible into ICB Shares at any time on any business day between Monday and Friday that is not a public holiday from the completion date of the Proposed Regularisation Plan up to and including the Maturity Date. All the ICB RCPS which are yet to be converted after the Conversion Period shall mandatorily be converted into new ICB Shares at the Conversion Ratio Conversion Price : RM0.20 for one (1) new ICB Share Conversion Ratio : The Conversion Price shall be satisfied through surrendering for cancellation:- (i) eight (8) ICB RCPS for one (1) new ICB Share; or (ii) a combination of such number of ICB RCPS and cash with an aggregate value equal to the Conversion Price, subject to a minimum of one (1) ICB RCPS, and paying the difference between the aggregate value of the ICB RCPS surrendered and the Conversion Price in cash for one (1) new ICB Share; subject to “Adjustment to Conversion Ratio” below Conversion Mode : The conversion shall be satisfied by surrendering the ICB RCPS for cancellation

APPENDIX I

PRINCIPAL TERMS OF THE ICB RCPS (CONT’D)

Conversion Rights : The ICB RCPS holders will have the right to convert the ICB RCPS at the Conversion Ratio into new ICB Shares through the surrender of the ICB RCPS from the date of completion of the Proposed Regularisation Plan up to and including the Maturity Date. If the conversion results in a fractional entitlement to the ordinary shares of the Company, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of the ICB RCPS, cash or otherwise, shall be given in respect of the disregarded fractional entitlement. Adjustment to Conversion : The Conversion Ratio will be adjusted at the determination of the Company, Ratio in all or any of the following events:- (i) an alteration to the number of ICB Shares by reason of consolidation or subdivision; (ii) a bonus issue of shares and/or convertible securities by the Company or any other capitalisation issue for accounting purposes; (iii) a capital distribution to shareholders made by the Company whether on a reduction of capital or otherwise, but excluding any cancellation of capital which is loss or unrepresented by assets; (iv) a rights issue of shares and/or convertible securities by the Company; or (v) any other circumstances that the Board deems necessary, subject to the computation for any such adjustment to the Conversion Ratio being certified by external auditors appointed by the Company Redemption : Redeemable for cash at the option of the Company at any time during the tenure of the ICB RCPS on the basis of RM0.025 for every one (1) ICB RCPS Transferability / Listing : The ICB RCPS will not be listed on Bursa Securities. It shall be fully exchanged by the Entitled Holders for new NewCo RCPS on a one-to-one basis pursuant to the Proposed Securities Exchange Priority on liquidation : The right on a winding-up or other return of capital to repayment, in priority to any payment to the holders of ordinary shares but pari passu amongst the ICB RCPS holders then in issue Ranking of new ICB Shares : The new ICB Shares to be issued pursuant to the conversion of the ICB RCPS arising from conversion shall, upon allotment and issue, rank equally in all respects with the existing ICB Shares except that they will not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is before the date of allotment of such new ICB Shares Governing Law : Laws of Malaysia

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APPENDIX II

PRINCIPAL TERMS OF THE ICB WARRANTS

Terms Details

Form and denomination : The ICB Warrants will be issued in registered form and constituted by the Deed Poll.

Number of ICB Warrants : Up to 21,756,609 ICB Warrants to be issued pursuant to the Proposed Rights Issue.

Exercise Price : The exercise price of the ICB Warrants has been fixed at RM0.20 per ICB Warrant, subject to further adjustments (where applicable) in accordance with the provisions of the Deed Poll.

Exercise Period : Commencing from and inclusive of the date of completion of the Proposed Regularisation Plan up to the Expiry Date. Any ICB Warrants which are not exercised during the Exercise Period shall thereafter lapse and cease to be valid for any purpose.

Method of exercise : The ICB Warrant holders are required to lodge at the Company’s registrar an exercise form, as set out in the Deed Poll, duly completed and signed, together with payment of the exercise price for the total number of new ICB Shares subscribed by banker’s draft or cashier’s order or money order or postal order issued by a post office in Malaysia.

Expiry Date : The close of business at 5.00pm in Kuala Lumpur on the last Market Day immediately preceding the fifth (5th) anniversary date of first issue of the ICB Warrants, and if such date is not a Market Day, then on the immediate preceding Market Day.

Exercise Rights : Each ICB Warrant entitles its holder to subscribe for one (1) new ICB Share at the Exercise Price at any time during the Exercise Period subject to adjustments in accordance with the provisions in the Deed Poll.

Tradability : The ICB Warrants will not be listed on Bursa Securities. It shall be fully exchanged by the Entitled Holders for new NewCo Warrants on a one-to- one basis pursuant to the Proposed Securities Exchange

Status of new ICB Shares to be : All new ICB Shares to be issued upon the exercise of the ICB Warrants issued pursuant to the exercise (in accordance with the provisions of the Deed Poll) shall, upon allotment of the ICB Warrants and issue, rank pari passu in all respects with the then existing ICB Shares, save and except that the new ICB Shares shall not be entitled to any dividends, rights, allotments and/or any other distribution which may be declared, made or paid before the date of allotment of such new ICB Shares.

Adjustment in the Exercise : Subject to the provisions of the Deed Poll, the Exercise Price and/or the Price and/or the number of number of ICB Warrants held by each ICB Warrant holder shall be ICB Warrants held by Warrant adjusted by the Board in consultation with an approved principal advisor holders in the event of or an auditor in Malaysia appointed by the Company for the purposes of alteration to the share capital the Deed Poll in the event of alteration to the share capital of the Company in accordance with the provisions as set out in the Deed Poll.

Rights of ICB Warrants : The ICB Warrants do not entitle the registered holders thereof to any voting rights in any general meeting of the Company or to participate in any distribution and/or offer of further securities in the Company unless the Warrant holder becomes a shareholder by exercising his/her ICB Warrants.

APPENDIX II

PRINCIPAL TERMS OF THE ICB WARRANTS (CONT’D)

Modification of rights of ICB : Save as otherwise provided in the Deed Poll, an ordinary resolution of the Warrant holders ICB Warrant holders is required to sanction any modification, alteration or abrogation in respect of the rights of the ICB Warrant holders.

Rights of ICB Warrant holders : Where a resolution has been passed for a members’ voluntary winding-up on winding-up, compromise or of the Company, or where there is a compromise or arrangement, whether arrangement of the Company or not for the purpose of or in connection with a scheme for the reconstruction of the Company or the amalgamation of the Company with

one (1) or more companies, then every ICB Warrant holder shall be entitled, upon and subject to the provisions of the Deed Poll, at any time within six (6) weeks after the passing of such resolution for a members’ voluntary winding-up of the Company, or within six (6) weeks after (whichever is later) the court order approving the compromise or arrangement, to elect to be treated as if he had immediately prior to the commencement of such winding-up, compromise or arrangement (as the case may be) exercised the Exercise Rights represented by the ICB Warrants and had on such date been the holder of the new ICB Shares arising from the exercise of the ICB Warrants. Upon the expiry of the above six (6) weeks, all exercise rights of the ICB Warrants shall lapse and cease to be valid for any purpose.

Governing Law : Laws and regulations of Malaysia.

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APPENDIX III

PRINCIPAL TERMS OF THE NEWCO RCPS

Terms Details

Issue size : 2,582,052,872 units of NewCo RCPS Issue price : RM0.025 per NewCo RCPS Nominal value in issue : RM64,551,322 Form and Denomination : The NewCo RCPS will be constituted in the constitution of NewCo and issued in registered form and in multiples of RM0.025 each Voting Rights : The NewCo RCPS shall carry no right to vote at any general meeting of NewCo except where permitted under law, amongst others, with regard to any proposal to wind-up NewCo, during the winding-up of NewCo and on any proposal that affects the rights and privileges of the NewCo RCPS holder. In any such case, the NewCo RCPS holder shall be entitled to vote together with the holders of ordinary shares and to one (1) vote for each NewCo RCPS held Ranking : (i) the NewCo RCPS shall rank equally in all respects amongst all NewCo RCPS; (ii) the NewCo RCPS will not be entitled to any rights, allotments and/or other distributions that may be declared by NewCo; and (iii) their rights as to voting shall be as limited to those described in “Voting Rights” above Tenure : Five (5) years from the date of issue Maturity Date : The market day immediately before the fifth (5th) anniversary of the date of issue Dividend Rate : The NewCo RCPS shall not be entitled to any dividend declared or paid by NewCo for its ordinary shares Conversion Period : The NewCo RCPS shall be convertible into NewCo Shares at any time on any business day between Monday and Friday that is not a public holiday from the date of issue up to and including the Maturity Date. All the NewCo RCPS which are yet to be converted after the Conversion Period shall mandatorily be converted into new NewCo Shares at the Conversion Ratio Conversion Price : RM0.20 for one (1) new NewCo Share Conversion Ratio : The Conversion Price shall be satisfied through surrendering for cancellation:- (i) eight (8) NewCo RCPS for one (1) new NewCo Share; or (ii) a combination of such number of NewCo RCPS and cash with an aggregate value equal to the Conversion Price, subject to a minimum of one (1) NewCo RCPS, and paying the difference between the aggregate value of the NewCo RCPS surrendered and the Conversion Price in cash for one (1) new NewCo Share; subject to “Adjustment to Conversion Ratio” below Conversion Mode : The conversion shall be satisfied by surrendering the NewCo RCPS for cancellation

APPENDIX III

PRINCIPAL TERMS OF THE NEWCO RCPS (CONT’D)

Conversion Rights : The NewCo RCPS holders will have the right to convert the NewCo RCPS at the Conversion Ratio into new NewCo Shares through the surrender of the NewCo RCPS from the date of issue up to and including the Maturity Date. If the conversion results in a fractional entitlement to the ordinary shares of NewCo, such fractional entitlement shall be disregarded and no refund or credit, whether in the form of the NewCo RCPS, cash or otherwise, shall be given in respect of the disregarded fractional entitlement. Adjustment to Conversion : The Conversion Ratio will be adjusted at the determination of NewCo, in all Ratio or any of the following events:- (i) an alteration to the number of NewCo Shares by reason of consolidation or subdivision; (ii) a bonus issue of shares and/or convertible securities by NewCo or any other capitalisation issue for accounting purposes; (iii) a capital distribution to shareholders made by NewCo whether on a reduction of capital or otherwise, but excluding any cancellation of capital which is loss or unrepresented by assets; (iv) a rights issue of shares and/or convertible securities by NewCo; or (v) any other circumstances that the Board of Director of NewCo deems necessary, subject to the computation for any such adjustment to the Conversion Ratio being certified by external auditors appointed by NewCo Redemption : Redeemable for cash at the option of NewCo at any time during the tenure of the NewCo RCPS on the basis of RM0.025 for every one (1) NewCo RCPS Transferability : The NewCo RCPS shall be transferable in the manner provided under the Rules of Bursa Depository Listing : The NewCo RCPS will be listed and traded on the ACE Market of Bursa Securities Priority on liquidation : The right on a winding-up or other return of capital to repayment, in priority to any payment to the holders of ordinary shares but pari passu amongst the NewCo RCPS holders then in issue Ranking of new NewCo : The new NewCo Shares to be issued pursuant to the conversion of the NewCo Shares arising from RCPS shall, upon allotment and issue, rank equally in all respects with the conversion existing NewCo Shares except that they will not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is before the date of allotment of such new NewCo Shares Governing Law : Laws of Malaysia

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APPENDIX IV

PRINCIPAL TERMS OF THE NEWCO WARRANTS

Terms Details

Form and denomination : The NewCo Warrants will be issued in registered form and constituted by the Deed Poll.

Number of NewCo Warrants : Up to 21,756,609 NewCo Warrants to be issued pursuant to the Proposed Securities Exchange.

Exercise Price : The exercise price of the NewCo Warrants has been fixed at RM0.20 per NewCo Warrant, subject to further adjustments (where applicable) in accordance with the provisions of the Deed Poll.

Exercise Period : Five (5) years commencing from and inclusive of the date of first issue of the NewCo Warrants. Any NewCo Warrants which are not exercised during the Exercise Period shall thereafter lapse and cease to be valid for any purpose.

Method of exercise : The NewCo Warrant holders are required to lodge at NewCo’s registrar an exercise form, as set out in the Deed Poll, duly completed and signed, together with payment of the exercise price for the total number of new NewCo Shares subscribed by banker’s draft or cashier’s order or money order or postal order issued by a post office in Malaysia.

Expiry Date : The close of business at 5.00pm in Kuala Lumpur on the last Market Day immediately preceding the fifth (5th) anniversary date of first issue of the NewCo Warrants, and if such date is not a Market Day, then on the immediate preceding Market Day.

Exercise Rights : Each NewCo Warrant entitles its holder to subscribe for one (1) new NewCo Share at the Exercise Price at any time during the Exercise Period subject to adjustments in accordance with the provisions in the Deed Poll.

Board lot : The NewCo Warrants are tradable upon listing on Bursa Securities in board lots of 100 NewCo Warrants.

Status of new NewCo Shares : All new NewCo Shares to be issued upon the exercise of the NewCo to be issued pursuant to the Warrants (in accordance with the provisions of the Deed Poll) shall, upon exercise of the NewCo allotment and issue, rank pari passu in all respects with the then existing Warrants NewCo Shares, save and except that the new NewCo Shares shall not be entitled to any dividends, rights, allotments and/or any other distribution which may be declared, made or paid before the date of allotment of such new NewCo Shares.

Adjustment in the Exercise : Subject to the provisions of the Deed Poll, the Exercise Price and/or the Price and/or the number of number of NewCo Warrants held by each NewCo Warrant holder shall be NewCo Warrants held by adjusted by the Board of Directors of NewCo in consultation with an NewCo Warrant holders in the approved principal advisor or an auditor in Malaysia appointed by NewCo event of alteration to the share for the purposes of the Deed Poll in the event of alteration to the share capital capital of NewCo in accordance with the provisions as set out in the Deed Poll.

Rights of NewCo Warrants : The NewCo Warrants do not entitle the registered holders thereof to any voting rights in any general meeting of NewCo or to participate in any distribution and/or offer of further securities in NewCo unless the NewCo Warrant holder becomes a shareholder by exercising his/her NewCo Warrants.

APPENDIX IV

PRINCIPAL TERMS OF THE NEWCO WARRANTS (CONT’D)

Modification of rights of : Save as otherwise provided in the Deed Poll, an ordinary resolution of the NewCo Warrant holders NewCo Warrant holders is required to sanction any modification, alteration or abrogation in respect of the rights of the NewCo Warrant holders.

Rights of NewCo Warrant : Where a resolution has been passed for a members’ voluntary winding-up holders on winding-up, of NewCo, or where there is a compromise or arrangement, whether or not compromise or arrangement of for the purpose of or in connection with a scheme for the reconstruction of NewCo NewCo or the amalgamation of NewCo with one (1) or more companies, then every NewCo Warrant holder shall be entitled, upon and subject to the

provisions of the Deed Poll, at any time within six (6) weeks after the passing of such resolution for a members’ voluntary winding-up of NewCo, or within six (6) weeks after (whichever is later) the court order approving the compromise or arrangement, to elect to be treated as if he had immediately prior to the commencement of such winding-up, compromise or arrangement (as the case may be) exercised the Exercise Rights represented by the NewCo Warrants and had on such date been the holder of the new NewCo Shares arising from the exercise of the NewCo Warrants. Upon the expiry of the above six (6) weeks, all exercise rights of the NewCo Warrants shall lapse and cease to be valid for any purpose.

Governing Law : Laws and regulations of Malaysia.

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APPENDIX V

SALIENT TERMS OF SSA

The salient terms and conditions of the SSA are as follows:

1. AGREEMENT

1.1 Sale and Purchase of Sale Shares

The Vendor as the legal and beneficial owner of the Sale Shares agrees to sell to the Purchaser and the Purchaser agrees to purchase the Sale Shares free from all claims, liens, pledges, charges, encumbrances and any equities whatsoever together with all rights attached and all dividends, rights and distributions declared, paid or made in respect of the same on the terms and conditions of the SSA as at the SSA Completion Date.

1.2 Purchase Consideration

The Purchase Consideration for the Sale Shares shall be satisfied in the following manner:

(a) payment of the Cash Consideration by the Purchaser to the Vendor or such person(s) nominated by the Vendor within two (2) years from the SSA Completion Date (“Cash Consideration Payment Date”); and

(b) issuance of the Consideration Shares and Consideration RCPS to the Vendor or such person(s) nominated by the Vendor on the SSA Completion Date;

in the proportion and manner as may be notified in writing by the Vendor to the Purchaser at least fourteen (14) days prior to the SSA Completion Date or the Cash Consideration Payment Date.

1.3 Adjustment of Purchase Consideration

The parties agree that the Purchase Consideration shall be subject to adjustment in the following manner:

1.3.1 in the event the Purchase Consideration does not fall within the valuation range of the Sale Shares as set out in the Valuation Report referred to in the Conditions Precedent of the SSA, then the Purchase Consideration will be adjusted in accordance with a manner to be mutually agreed between the parties in writing no later than the last day of the SSA Conditional Period; or

1.3.2 in the event EVE declares or pays any dividend or distribution to its shareholders whereby the entitlement date for such dividend or distribution is after the date of the SSA and prior to the SSA Completion Date, the Cash Consideration payable by the Purchaser shall be reduced by an equivalent amount of dividend or distribution declared or paid by EVE. For the avoidance of doubt, no adjustment shall be made to the Purchase Consideration, in the event the entitlement date for the dividend or distribution is after the SSA Completion Date.

1.4 Basis of Sale and Purchase

The Parties expressly declare, acknowledge and agree that the sale and purchase of the Sale Shares pursuant to the SSA is on the basis that as at the SSA Completion Date:

1.4.1 the Sale Shares are free from any security interest;

1.4.2 the Vendor’s and Purchaser’s respective warranties set out in the SSA true and accurate;

1.4.3 that the Vendor will, as soon as practicable after the date of the SSA:

(i) appoint EVE as a project manager, as the case may be, for the portion of the Ongoing Projects secured by the Vendor, which have yet to be completed and for which the work has been sub- contracted out to third parties; and

APPENDIX V

SALIENT TERMS OF SSA (CONT’D)

(ii) appoint EVE as a project manager or sub-contractor, as the case may be, for the portion of the Ongoing Projects which have yet to be awarded to any sub-contractor; and

1.4.4 all New Projects to be identified or secured by the Vendor shall either be sub-contracted by the Vendor to EVE or directly tendered for by EVE in lieu of the Vendor; and

1.4.5 that the Vendor will cease the Business or any activities similar to the Business within two (2) years from the SSA Completion Date.

1.5 Profit Guarantee

1.5.1 Guaranteed Profit

(a) The Vendor further irrevocably and unconditionally warrants and guarantees to the Purchaser a minimum profitability of EVE as set out in Column 2 of the table below for the financial periods as set out in Column 1 below ("the Guaranteed Profit"):

Column 1 Column 2 Financial Year Profit Guarantee FYE 31 December 2020 Minimum profit after tax of RM8.0 million FYE 31 December 2021 Minimum profit after tax of RM10.0 million Total Guaranteed Profit for FYE 31 Minimum profit after tax of RM18.0 million December 2020 and 2021 (“Guaranteed Profit”)

For the purposes of this paragraph 1.5.1, the profitability of EVE shall be based on the audited PAT of EVE to be determined in accordance with the applicable accounting standards as set out in the audited accounts of EVE for the relevant financial years as set out in Column 1 of the table above, as audited by EVE’s auditors.

1.5.2 Shortfall in the Profit Guarantee or Net Loss

(a) The Vendor further agrees and covenants with the Purchaser that, in the event the aggregate PAT of EVE for both FYE 31 December 2020 and 2021 shall be less than the Guaranteed Profit (any amount of such shortfall in the said aggregate PAT shall hereinafter be referred to as the “Profit Shortfall”), then and in such an event, the Vendor shall make good the Profit Shortfall by paying to EVE the Profit Shortfall in cash within ninety (90) days from the date of the audited accounts of EVE for the FYE 2021 (“Profit Shortfall Payment Date”).

(b) The Vendor further agrees and covenants that in the event EVE incurs a net loss to be determined in accordance with the applicable accounting standards as shown in the audited accounts of EVE for both FYE 31 December 2020 and 2021 on a combined basis (“Net Loss”), the Vendor shall pay to EVE the maximum amount equivalent to the Guaranteed Profit in cash no later than the Profit Shortfall Payment Date.

1.5.3 Security for Profit Guarantee

(a) The Vendor will pledge such amount of NewCo RCPS equivalent to an aggregate value of RM18.0 million as security for due performance of its obligations under the Profit Guarantee (“Security RCPS”). The Security RCPS will, upon allotment, be deposited with a trustee or escrow agent to be mutually determined by both Parties (“Escrow Agent”).

(b) In the event that the Vendor fails to fulfill its obligations in relation to the Profit Guarantee, the Purchaser shall be entitled, but not obligated, to instruct the Escrow Agent to sell the Security

APPENDIX V

SALIENT TERMS OF SSA (CONT’D)

RCPS at the then prevailing market price of the Security RCPS (“Sale of Security RCPS”). The proceeds of such sale shall be paid by the Escrow Agent into the account of the Company to cover the Profit Shortfall and/or the Guaranteed Profit, as the case may be. For avoidance of doubt, the Sale of Security RCPS and the payment of the proceeds from such sale towards the Profit Shortfall and/or the Guaranteed Profit shall not in any manner constitute full and final settlement of the Profit Shortfall or Guaranteed Profit until and unless all the Profit Shortfall or Guaranteed Profit (as the case may be) has been fully paid to EVE.

(c) Any rights or remedies conferred upon the Purchaser shall be in addition to and without prejudice to all other rights, powers and remedies available to the Purchaser and no exercise or failure to exercise or delay in exercising any right, power or remedy shall constitute a waiver by the Purchaser of any right, power or remedy or prevent the further exercise of that or any right, power or remedy.

2 CONDITIONS PRECEDENT

2.1 Conditions

2.1.1 The Parties agree that the Proposed Acquisition is conditional upon the effective fulfilment of the Conditions Precedent in the SSA as follows:

(a) The written approval of the SC for the Proposed Exemption and Equity Compliance Unit of SC pursuant to the bumiputera equity requirement for public listed companies;

(b) All requisite approvals and sanctions being obtained by ICB including but not limited to:

(i) the approval of Bursa Securities for the Proposed Regularisation Plan;

(ii) the approval of Bursa Securities for:

(aa) the listing of and quotation for the entire NewCo Shares, NewCo Warrants and NewCo RCPS on the ACE Market of Bursa Securities; (bb) the listing of and quotation for the new NewCo Shares to be issued upon exercise of the NewCo Warrants and conversion of the NewCo RCPS on the ACE Market of Bursa Securities; (cc) the delisting of ICB; and (dd) the admission of NewCo to the ACE Market of Bursa Securities in place of ICB;

(iii) the sanction of the High Court of Malaya for the scheme of arrangement to effect the Proposed Securities Exchange and the Proposed Transfer;

(c) No material adverse findings on EVE based on the results of the financial and/or legal due diligence inquiry conducted on EVE and/or all due diligence findings having been rectified to the satisfaction of the Purchaser;

(d) The approval of the shareholders of the Vendor for the sale of the Sale Shares, in accordance with the terms of the SSA, where applicable;

(e) The approval of the directors of the Purchaser at the board of directors’ meetings and the shareholders of the Purchaser, at extraordinary general meeting and CCM, for the Proposed Regularisation Plan including without limitation:

(i) the purchase of the Sale Shares subject to the basis of the share sale and purchase in Clause 1.4 and in accordance with the terms of the SSA; and

APPENDIX V

SALIENT TERMS OF SSA (CONT’D)

(ii) the allotment and issuance of the Consideration Shares and Consideration RCPS to the Vendor or such persons as may be nominated by the Vendor in writing.

(f) The approval of the directors of ICB at the board of directors’ meetings and the shareholders of ICB, at extraordinary general meeting and CCM, for the Proposed Regularisation Plan;

(g) The Purchase Consideration being within the valuation range of the Sale Shares as set out in the Valuation Report;

(h) Such other consents or approvals as may be necessary for the Proposed Acquisition, from any governmental or regulatory body or competent authority, or third party, having been waived or obtained.

2.1.2 The Parties undertake to procure the fulfilment of the Conditions Precedent that are applicable to them within the SSA Conditional Period.

2.3.2 If any approval contains terms and conditions which are not acceptable to any Party, the relevant party may within fourteen (14) days from the date of receipt of that approval:

(a) notify the other Party in writing that the approval is not acceptable; and

(b) apply to the relevant authority to vary the terms and conditions of that approval.

2.3.3 If no notice is given under paragraph 2.3.2, an approval will be deemed to have been obtained.

2.3.4 If any Party applies for variation of an approval under paragraph 2.3.2 (b), that approval will not be deemed to be obtained for the purpose of this paragraph 2 until the relevant authority accedes to the request for variation. In the event the relevant authority does not accede to the request for variation, the respective condition shall be deemed not to be met and/or fulfilled.

2.4 Non Fulfilment of the Conditions Precedent

2.4.1 Subject to the terms as set out in the SSA, unless specifically waived by the parties, if any of the Conditions Precedent are not fulfilled before the Conditional Period or such extended time as the Parties agree in writing (or in the event of paragraph 2.3.4 above), the SSA shall cease and determine and neither Party shall have any claims against the other for costs, damages, compensations or otherwise, save for any antecedent breach of any representation, undertaking and/or any of the terms of the SSA.

2.5 When Agreement Becomes Unconditional

2.5.1 When all the Conditions Precedent are fulfilled, the SSA will become unconditional.

3 SSA COMPLETION

3.1 The completion of the SSA shall take place on the SSA Completion Date. For the avoidance of doubt, the SSA Completion shall be simultaneous with the completion of the Proposed Securities Exchange.

3.2 The Vendor or the Purchaser may waive in writing any obligation of the other to observe and perform the completion obligations pursuant to the SSA, provided always that any such waiver must not be prohibited by the relevant laws applicable to the Parties, EVE and/or the Proposed Acquisition as contemplated under the SSA.

APPENDIX V

SALIENT TERMS OF SSA (CONT’D)

4 CONDUCT OF BUSINESS PENDING COMPLETION AND POST COMPLETION

4.1 Non-Compete and Non-Solicitation

4.1.1 The Vendor undertakes to the Purchaser acting for itself and as agent and trustee for EVE that pending completion of the SSA, the Vendor shall not, directly or indirectly:

(a) enter into or be involved in any discussion or negotiation with any person except the Purchaser in connection with the sale of EVE or the Business or any part of the Business;

(b) enter into an agreement or arrangement with any person except the Purchaser in connection with the sale of EVE or the Business or any part of the Business; or

(c) make available to any person except the Purchaser, its directors, officers, duly authorised representatives, advisers or agents any information relating to the sale of the Company or the Business or any part of the Business.

4.1.2 The Vendor undertakes to the Purchaser that from the SSA Completion Date onwards:

(a) save for the Ongoing Projects and New Projects and other than the period necessary for the completion of the Ongoing Projects and/or such New Projects which shall not be more than two (2) years from the SSA Completion Date, it will not carry on the Business either on its own account or in conjunction with or on behalf of any person, firm or company, carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise in carrying on any Business carried on by the Vendor or EVE, other than as a holder of not more than five per cent (5%) of the issued shares or debentures of any company listed on any recognised stock exchange;

(b) it will not either on its own account or in conjunction with or on behalf of any other person, firm or company solicit or entice away or attempt to solicit or entice away from EVE the custom of any person, firm, company or organisation who shall at any time within one (1) year prior to the date hereof have been a customer, client, identified prospective customer or client, representative, agent or correspondent of EVE or the Vendor which has been awarded, sub- contracted or novated to EVE, or in the habit of dealing with EVE;

(c) it will not either on its own account or in conjunction with or on behalf of any other person, firm or company employ, solicit or entice away or attempt to employ, solicit or entice away from EVE any person who is at the SSA date or who shall have been at the date of or within one (1) year prior to any purported breach of this paragraph an officer, manager, consultant or employee of EVE whether or not such person would commit a breach of contract by reason of leaving such employment;

(d) it will not at any time hereafter make use of or disclose or divulge to any third party any information relating to EVE other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction;

(e) it will procure that its directors, shareholders, persons connected with its directors and/or shareholders, and employees will observe the restrictions contained in the foregoing provisions of this paragraph; and

(f) it will cease to carry on the Business and any business similar to the Business no later than two (2) years from the SSA Completion Date.

APPENDIX V

SALIENT TERMS OF SSA (CONT’D)

5. PARTIES RIGHT TO TERMINATE

5.1 Any of the Parties (“Terminating Party”) may by written notice given to the other Party any time prior to the completion of the SSA terminate the SSA if any fact, matter or event (whether existing or occurring on or before the SSA date or arising or occurring afterwards) comes to the notice of the Terminating Party at any time prior to the SSA Completion which:

(a) constitutes a breach by the other Party of any of the provisions under the SSA;

(b) constitutes a breach of any of the representations and warranties given by the other Party;

(c) where the Terminating Party is the Purchaser, affects or is likely to affect in a materially adverse manner the business/operations, financial position or prospects of the Company;

(d) a petition for winding up or bankruptcy is presented against the other Party;

(e) where the Terminating Party is the Purchaser, an order is made or a member’s resolution is passed for the winding up of EVE;

(f) an administrator, a receiver and/or manager is appointed by the court or pursuant to any statute or regulation or by any creditor pursuant to a debenture or any other security document in favour of such creditor over the undertaking, assets and properties of the other Party or any part of the other Party’s assets and properties; or

(g) an event analogous to any of the subclauses (d), (e) or (f) above has occurred in any jurisdiction,

provided always that, other than the breaches set out in paragraph 5.1(a) and (b) above where the Terminating Party will be entitled to forthwith terminate the SSA via written notice, the Terminating Party will only give such written notice of termination to the other Party where the other Party’s breach is capable of being remedied, is not remedied within fourteen (14) days from the date the Terminating Party gives written notice to the other Party of any such breaches above.

5.2 All rights and obligations of the Parties shall cease to have effect immediately upon termination of the SSA save for the clauses which are stated to continue in force following termination of the SSA (for whatever reason) and further save that termination of the SSA (for whatever reason) shall be without prejudice to the respective rights and liabilities of each of the Parties accrued prior to such termination including the right to claim for the loss, cost, expense, damage, consequence and third party claim for damages suffered directly or indirectly by the Parties.

6. Governing Law and Jurisdiction

6.1 The SSA is governed by and is to be construed in accordance with the laws of Malaysia.

6.2 Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Malaysia and waives any right to object to proceedings being brought in those courts.

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APPENDIX VI

INFORMATION ON THE VENDOR AND THE EVE GROUP

1. INFORMATION ON THE VENDOR

1.1 History and business

EVD was incorporated in Malaysia as a private limited company under the Act on 19 September 2006. It is principally involved in the provision of ICT systems for transportation infrastructure, integrated security system and total hospital information system.

1.2 Share capital

As at the LPD, EVD has an issued share capital of RM10,000,000, comprising 10,000,000 ordinary shares.

1.3 Directors and substantial shareholders

The directors and substantial shareholders of EVD and their respective shareholdings in EVD as at the LPD are as follows:-

Director/ No. of shares Substantial shareholder Nationality Designation Direct % Indirect % Mah Seong Huak Malaysian Director 6,000,000 60.0 - - Gan Wee Peng Malaysian Director 4,000,000 40.0 - -

1.4 Subsidiary and associated companies

The subsidiaries of EVD as at the LPD are as follows:-

Effective Companies Country / Date of Issued equity Incorporation share capital interest Principal activities

Subsidiaries of EVD EVE Malaysia / RM5,000,000 100.0 Involved in the provision 12 November 2008 of ICT systems for transportation infrastructure

EVD Land Sdn. Bhd. Malaysia / RM150,000 70.0 Engaged in property 10 July 2012 investment

EVD Communication Malaysia / RM100,000 100.0 Investment holdings Sdn. Bhd. 1 June 2011

Subsidiaries of EVE EGPL Singapore / USD73 100.0 Turnkey and procurement 4 September 2015 centre for engineering equipment and products including software and hardware for ICT systems projects

Subsidiary of EVD Communication Sdn. Bhd. TP Works Malaysia RM500,000 70.0 Dealing with electrical and Engineering Sdn. 2 July 2002 electronic equipment, Bhd. fittings and appliances

As at the LPD, EVD does not have any associated company.

APPENDIX VI

INFORMATION ON THE VENDOR AND THE EVE GROUP (CONT’D)

1.5 Financial information

A summary of the audited financial information of EVD for the past three (3) FYE 31 December 2016 (“FYE 2016”), FYE 31 December 2017 (“FYE 2017”) and FYE 31 December 2018 (“FYE 2018”) as well as the 10-month FPE 31 October 2019 (“FPE 2019”) are as follows:-

<------(1)Audited ------> (2)Unaudited FYE 2016 FYE 2017 FYE 2018 FPE 2019 RM RM RM RM

Revenue 83,539,368 108,283,670 104,458,564 87,293,767 Gross profit 22,729,834 23,532,589 28,128,389 17,140,530 PBT 9,419,998 11,015,594 11,260,917 4,714,931 PAT 7,636,757 7,880,267 9,057,335 3,583,347 Shareholders’ funds/NA 26,893,601 25,773,868 26,789,387 28,372,734 Issued share capital 10,000,000 10,000,000 10,000,000 10,000,000 Total borrowings 1,811,352 1,897,223 5,433,898 2,168,716 EPS 0.76 0.79 0.91 0.36 NA per share 2.69 2.58 2.68 2.83 Current ratio (times) 1.17 1.23 1.23 1.26 Gearing ratio (times) 0.07 0.07 0.20 0.07

Notes:-

(1) The audited financial information for the past three (3) FYE 2016 to FYE 2018 presented are based the consolidated figures at EVD’s group level.

(2) The 10-month unaudited financial information for FPE 2019 is presented based on EVD’s company level as consolidation will only be carried out at financial year end.

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APPENDIX VI

INFORMATION ON THE VENDOR AND THE EVE GROUP (CONT’D)

2. INFORMATION ON THE EVE GROUP

2.1 History and business

EVE was incorporated in Malaysia as a private limited company under the Act on 12 November 2008. It is an ICT systems provider based in Malaysia, and is principally involved in the provision of ICT systems for transportation infrastructure. EVE has the capability to facilitate the full process of deploying these ICT systems, ranging from design, implementing, engineering, testing and commissioning to operation and maintenance of these solutions.

Over the past years, EVE has been mainly involved in providing ICT system for transportation infrastructure projects in Malaysia, but has recently secured a new project in Philippines. The scopes of ICT transportation systems projects undertaken by EVE include traffic control and surveillance, toll fare collection systems for highways, integrated and automated supervisory control, ticketing, communication and maintenance systems for railways.

2.2 Share capital

As at the LPD, EVE has an issued share capital of RM5,000,000, comprising 5,000,000 ordinary shares.

2.3 Directors

The directors of EVE and their respective shareholdings in EVE as at the LPD are as follows:-

No. of shares Director Nationality Designation Direct % Indirect % Mah Seong Huak Malaysian Director - - 3,000,000* 60.0 Gan Wee Peng Malaysian Director - - 2,000,000* 40.0

Note* : Deemed interest by virtue of his shareholding interest in EVD.

2.4 Substantial shareholder

The sole shareholder of EVE as at the LPD is as follows:-

No. of shares Sole shareholder Country of Incorporation Direct % Indirect % EVD Malaysia 5,000,000 100.0 - -

2.5 Subsidiary and associated companies

The subsidiary of EVE as at the LPD is as follows:-

Effective Country / Date of Issued equity Subsidiary Incorporation share capital interest Principal activities EGPL Singapore USD73 100.0 Turnkey and procurement centre for engineering equipment and products 4 September 2015 including software and hardware for ICT systems projects

As at the LPD, EVE does not have any associated company.

APPENDIX VI

INFORMATION ON THE VENDOR AND THE EVE GROUP (CONT’D)

2.6 Financial information

Pursuant to Section 250(2) of the Act and paragraph 4(a) of Malaysian Financial Reporting Standard (“MFRS”) 10 - Consolidated Financial Statement, the consolidated financial statements of EVE are not presented as EVE is itself a wholly-owned subsidiary of EVD. In this regard, the financial statements of EVE and its wholly-owned subsidiary, namely EGPL, are presented at company level.

2.6.1 EVE

A summary of the audited financial information of EVE for the past three (3) FYE 2016 to FYE 2018 and the FPE 2019 are as follows:-

<------Audited ------> Unaudited FYE 2016 FYE 2017 FYE 2018 FPE 2019 RM RM RM RM

Revenue 9,636,416 6,804,329 9,277,105 27,547,935 Gross profit 572,236 147,874 863,337 3,576,995 PBT 858,861 151,675 1,508,480 3,498,718 PAT 589,181 55,781 1,397,411 2,659,026 Shareholders’ funds/NA 3,208,653 3,264,436 3,671,526 6,330,552 Issued share capital 2 2 750,000 750,000 Total borrowings - - - - EPS 294,590.50 27,890.50 1.86 3.55 NA per share 1,604,327 1,632,218 4.90 8.44 Current ratio (times) 1.13 1.72 1.47 2.12 Gearing ratio (times) - - - -

FYE 2016 vs FYE 2017

For the FYE 2017, the revenue of EVE decreased by RM2.84 million or 29.46% to RM6.80 million (FYE 2016: RM9.64 million) due mainly to the completion of staging works which covers signalling, communications, mechanical and electrical system as well as fibre relocation for the electrified double- tracking railway project prior to FYE 2017 as well as lower contribution from the remaining works pertaining to the traffic management system for the East Coast Expressway during FYE 2017.

In line with the decrease in revenue and lower margin for the projects secured during the FYE 2017, the gross profit of EVE decreased by RM0.42 million or 73.68% to RM0.15 million (FYE 2016: RM0.57 million) and the associated gross profit margin decreased from 5.91% for the FYE 2016 to 2.21% for the FYE 2017.

In view of the foregoing, EVE recorded a decrease in PBT of RM0.71 million or 82.56% to RM0.15 million (FYE 2016: RM0.86 million) and a decrease in PAT of RM0.53 million or 89.83% to RM0.06 million (FYE 2016: RM0.59 million).

FYE 2017 vs FYE 2018

For the FYE 2018, the revenue of EVE increased by RM2.48 million or 36.47% to RM9.28 million (FYE 2017: RM6.80 million) due mainly to the newly secured project management, site supervision and manpower management services projects for the Klang Valley MRT and West Coast Expressway projects. The gross profit for the FYE 2018 increased by RM0.71 million or 473.33% to RM0.86 million (FYE 2017: RM0.15 million), while the associated gross profit margin increased from 2.21% for the FYE 2017 to 9.27% for the FYE 2018.

APPENDIX VI

INFORMATION ON THE VENDOR AND THE EVE GROUP (CONT’D)

In view of the foregoing, EVE recorded an increase in PBT of RM1.36 million or 906.67% to RM1.51 million (FYE 2017: RM0.15 million) and an increase in PAT of RM1.34 million or 2,233.33% to RM1.40 million (FYE 2017: RM0.06 million). This was mainly attributable to the higher gross profit recorded and dividend income from EGPL of RM0.93 million for the FYE 2018 which was partly offset by an increase in administrative expenses in respect of impairment loss on trade receivables recognised of RM0.37 million in compliance with the MFRS 9 – Financial Instruments.

FPE 2019 vs 10-month FPE 31 October 2018 (“FPE 2018”)

For the FPE 2019, the revenue of EVE increased by RM23.84 million or 642.59% to RM27.55 million (FPE 2018: RM3.71 million) due mainly to the commencement of the newly secured engineering, testing and commissioning of radio and information technology systems, integrated control and supervisory system and computerized maintenance and management system for Klang Valley MRT projects, installation works for the traffic control and surveillance system and equipment for the highway project in Philippines as well as higher revenue contribution from project management, site supervision and manpower management services provided for the Klang Valley MRT and West Coast Expressway projects. The gross profit for the FPE 2019 increased by RM3.34 million or 1,381.67% to RM3.58 million (FPE 2018: RM0.24 million), while the associated gross profit margin increased from 6.47% for the FPE 2018 to 12.98% for the FPE 2019.

For the FPE 2019, EVE recorded an increase in PBT of RM2.32 million or 196.61% to RM3.50 million (FPE 2018: RM1.18 million) and an increase in PAT of RM1.55 million or 139.64% to RM2.66 million (FPE 2018: RM1.11 million) which was mainly attributable to the higher gross profit recorded during the FPE 2019.

2.6.2 EGPL

A summary of the audited financial information of EGPL for the past three (3) FYE 2016 to FYE 2018 and FPE 2019 are as follows:-

<------Audited ------> Unaudited FYE 2016 FYE 2017 FYE 2018 FPE 2019 RM* RM* RM* RM

Revenue - 5,671,402 5,049,622 8,668,084 Gross profit - 1,867,641 402,095 1,641,010 (Loss before tax) / PBT (21,616) 1,777,985 339,053 1,573,178 (LAT) / PAT (21,616) 1,601,516 296,051 1,358,191 Shareholders’ funds/NA (32,603) 1,488,905 632,209 2,008,111 Issued share capital 279 279 285 285 Total borrowings - - - - (Loss per share)/EPS (216.16) 16,015.16 2,960.51 4,765.58 (Net liabilities)/NA per share (326.03) 14,889.05 6,322.09 7,046.00 Current ratio (times) 0.89 1.34 1.08 1.21 Gearing ratio (times) - - - -

Note* : The financial statements of EGPL are presented in USD which is EGPL’s functional currency where the functional currency is the currency of the primary economic environment in which the company operates. The above financial information was translated from USD to RM based on the closing rates for the respective financial years under review adopted for the purpose of consolidation at EVD’s level.

FYE 2016 vs FYE 2017

For the FYE 2017, EGPL recorded a revenue of RM5.67 million (FYE 2016: Nil) following its commencement of operations during the FYE 2017, where it sourced integrated control and supervisory system for the rail applications. Correspondingly, EGPL recorded gross profit of RM1.87 million for the FYE 2017 (FYE 2016: Nil) and the associated gross profit margin was 32.98% for the FYE 2017. The high gross profit margin recorded was in respect of the specialised system and modules specifically customised to the required applications for the Klang Valley MRT projects.

APPENDIX VI

INFORMATION ON THE VENDOR AND THE EVE GROUP (CONT’D)

In line with the foregoing, EGPL recorded a PBT of RM1.78 million (FYE 2016: a loss before taxation of RM0.02 million) and a PAT of RM1.60 million (FYE 2016: a loss after taxation of RM0.02 million) as EGPL was only commenced business during the FYE 2017 and the losses incurred for the FYE 2016 was mainly due to preliminary and incorporation expenses incurred.

FYE 2017 vs FYE 2018

For the FYE 2018, the revenue of EGPL decreased by RM0.62 million or 10.93% to RM5.05 million (FYE 2017: RM5.67 million) due mainly to the lower revenue from the subsequent order of customised integrated control and supervisory system. The gross profit for the FYE 2018 decreased by RM1.47 million or 78.61% to RM0.40 million (FYE 2017: RM1.87 million), while the associated gross profit margin decreased from 32.98% for the FYE 2017 to 7.92% for the FYE 2018 as such subsequent order was negotiated at a lower margin due to less customisation/work required.

In line with the foregoing, EGPL recorded a decrease in PBT of RM1.44 million or 80.90% to RM0.34 million (FYE 2017: RM1.78 million) and a decrease in PAT of RM1.30 million or 81.25% to RM0.30 million (FYE 2017: RM1.60 million).

FPE 2019 vs FPE 2018

For the FPE 2019, the revenue of EGPL increased by RM6.13 million or 241.34% to RM8.67 million (FPE 2018: RM2.54 million) due mainly to the higher revenue from the newly secured order for traffic control and surveillance system and equipment to the highway project in Philippines. The gross profit for the FPE 2019 increased by RM1.22 million or 290.48% to RM1.64 million (FPE 2018: RM0.42 million), while the associated gross profit margin increased from 16.54% for the FPE 2018 to 18.93% for the FPE 2019 as such traffic control and surveillance system equipment commands higher margin.

In line with the foregoing, EGPL recorded an increase in PBT of RM1.19 million or 313.16% to RM1.57 million (FPE 2018: RM0.38 million) and an increase in PAT of RM1.01 million or 288.57% to RM1.36 million (FPE 2018: RM0.35 million).

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APPENDIX VII

SALIENT TERMS OF SCHEME AGREEMENT

The salient terms of the Scheme Agreement are as follows:-

1. AGREEMENT

1.1 In consideration of the mutual covenants and obligations in the Scheme Agreement, the parties agree to implement the Proposed Regularisation Plan in its entirety including in particular the Proposed Securities Exchange, upon the terms and conditions in the Scheme Agreement subject to any amendment, modification and/or variation as may be imposed by the relevant authorities.

1.2 For the purposes of implementation of the Proposed Regularisation Plan in paragraph 1.1 above, the parties covenant and undertake to take all actions necessary and to cause all persons under their control, or represented by such party to be under their control to take all actions necessary, including but not limited to the making of all applications and execution of all documents, to implement the Proposed Regularisation Plan in its entirety and each and every component thereof.

2. CONDITIONS PRECEDENT

2.1 The obligation of the parties to implement the Proposed Regularisation Plan shall be conditional upon:

2.1.1 the approvals as set out in Section 8 of this Announcement being obtained;

2.1.2 the approval of the shareholders of the Vendor for the Proposed Acquisition, where applicable;

2.1.3 the approval of the Board at the board of directors’ meetings and the shareholders of ICB, at extraordinary general meeting and CCM, for the Proposed Regularisation Plan;

2.1.4 the obtaining of the approvals for the Proposed Regularisation Plan from any other relevant bodies, persons, courts, authorities or regulatory bodies or the waiver of such approvals as permitted under law;

(collectively, “Scheme Agreement Conditions Precedent").

The Scheme Agreement shall become unconditional on the date on which the last of the Scheme Agreement Conditions Precedent is fulfilled.

2.2 In the event that any of the Conditions Precedent shall not have been given or obtained within twelve (12) months or such extended time period as the parties may mutually determine, the Scheme Agreement shall forthwith lapse and be of no further effect and neither party shall have any claim of whatsoever nature against the other party(ies) under the Scheme Agreement save and except for any antecedent breach.

2.3 In the event any of the approvals is obtained subject to any conditions, variations or modifications, the party affected by such conditions, variations or modifications ("Affected Party") shall within fourteen (14) days from the date of receipt of notice of the same notify the other parties of its objection to such conditions, variations or modifications, failing which the Affected Party shall be deemed to have accepted such conditions, variations or modifications. The Affected Party who objects to such conditions, variations or modifications in the manner aforesaid shall be entitled to appeal ("Appeal") to the relevant approval body within fourteen (14) days from the date of receipt of such letter of approval. In the event that upon the Appeal, the relevant Approval Body rejects the Appeal or approves the Appeal with amended conditions, variations or modifications which are not acceptable to the Affected Party and the Affected Party elects in writing within fourteen (14) days from the date of receipt of the same from the relevant Approval Body not to proceed with the Proposed Regularisation Plan or in the event the Appeal is not resolved at the expiration of the said twelve (12) months or such extended time period as the parties may mutually determine, as the case may be, the Scheme Agreement shall forthwith lapse and be of no further effect and neither party shall have any claim of whatsoever nature against the other party(ies) under the Scheme Agreement save and except for any antecedent breach.

APPENDIX VII

SALIENT TERMS OF SCHEME AGREEMENT (CONT’D)

3. ICB’S REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

3.1 ICB further represents and warrants to NewCo, amongst others, that it is currently classified as an affected listed issuer under Guidance Note 3 of the Listing Requirements and it shall preserve its listing status of ICB for purposes of implementation of the Proposed Regularisation Plan.

3.2 ICB also undertakes to NewCo that from the date of the Scheme Agreement until the completion of the implementation of the Proposed Regularisation Plan, ICB agrees that, unless mutually agreed otherwise:

3.2.1 The ICB Group, among others,:

(a) will preserve and maintain in full force and effect their corporate existence;

(b) will carry on business only in the ordinary course consistent with past practices, and there will be no change in their business;

(d) will as soon as practicable pay and discharge or cause to be paid and discharged, all their debts and liabilities save for the debts to its creditors and any debts and/or liabilities which the ICB Group genuinely dispute or are negotiating with the relevant creditors for a reduction or an extension;

(e) save for the Proposed MBO, will not dispose of:

(i) their assets other than in the ordinary course of business Provided That all disposals must be at arms length and at fair market values; or

(ii) their rights over any intellectual property.

3.2.2 Save for the Proposed Regularisation Plan and the Proposed MBO, the ICB Group will not enter into any:

(a) material transactions (including guarantees and indemnities) or incur any material liability (whether actual or contingent) other than in the ordinary course of business Provided That all material transactions must be at arms length and at fair market values. For the purposes of this clause, any transaction entered or liability incurred exceeding RM100,000 will be deemed material; or

(b) contract or arrangement which:

(i) is unusual or of a long term nature except in the ordinary course of business Provided That all contracts or arrangements must be at arms length and at fair market values; or

(ii) involves or may involve the disposal of any asset of the ICB Group at less than the higher of book or fair market value; or

(iii) involves or may involve the acquisition of any asset at a price in excess of its fair market price or which is not negotiated on an arms length basis; or

(iv) involves or may involve capital expenditure; or

(v) differs from the ordinary contracts or arrangements required by the business of the ICB Group;

(c) the ICB Group will not in any way depart from the ordinary course of their day to day business in relation to the nature, scope or manner of conducting their business; and

APPENDIX VII

SALIENT TERMS OF SCHEME AGREEMENT (CONT’D)

(d) save as otherwise disclosed to NewCo, the Group will not declare any dividend, issue or propose to issue any new shares or cause any change in capital structure of the Group.

4. GOVERNING LAW AND JURISDICTION

4.1 The Scheme Agreement shall be governed by and construed in accordance with the laws of Malaysia and the parties submit to the jurisdiction of the Courts of Malaysia.

5. COSTS

5.1 The legal fees and stamp duty payable on the Scheme Agreement, the fees and expenses for the applications for the approvals in accordance with the Scheme Agreement and the cost for work done relating to the implementation of the Proposed Regularisation Plan including but not limited to the cost involved in carrying out of the legal and financial due diligence review in respect of ICB and its subsidiary companies, EVE and its subsidiary companies and NewCo, and other relevant aspects of the Proposed Regularisation Plan, and the fees and expenses of advisors appointed by ICB both legal and financial, valuers, reporting accountants and other advisers shall be borne by ICB.

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