The Board of Directors of SMCB wishes to announce that the Company had on 18 April 2019 entered into a Memorandum of Understanding (“MOU”) with Sing Foong Niap Engineering Sdn. Bhd.(Company No. 660440-D) (“SFNE”) for the purpose of establishing a mutual understanding, intention and agreement between the Company and SFNE where as part of the Company’s proposal to regularise its financial conditions and revival of its factory and/or business operations, the Company and SFNE (collectively known as “the Parties”) are considering, amongst others:

(1) a proposal to collaborate and potentially, to inject where necessary building related materials supply, construction related contracts/works and/or projects into the Company ("Businesses") subject to further financial and legal due diligence to be carried out by the Parties and subject to the terms and conditions to be mutually agreed upon;

(2) the Parties believe that a synergy between them would be commercially beneficial to the Parties and are desirous of entering into this MOU to set out the principal terms by which the Parties will combine resources to develop and carry on the subsisting businesses of the Company as well as the Businesses; 

(3) the entering of the MOU shall record the understanding of the Parties as set out above and is subject to the terms and conditions of a more definitive agreement(s) to be entered into between the Parties ("Definitive Agreement(s)") hereto, subject to all the terms and conditions, more particularly set out in the MOU;

(4) The Parties will endeavour in good faith to negotiate the terms and conditions for the agreed purposes set out in item (1) above and acknowledge that the MOU reflects the intention of the Parties at the time of the execution of the MOU;

(5) upon the execution of the MOU, the Parties shall negotiate in good faith on the terms and conditions of the Definitive Agreement(s) to be entered into between the Parties and shall endeavour to execute the Definitive Agreement(s) within two (2) months from the date of the MOU ("Expiry Date").

(6) The MOU shall be terminated upon the execution of the Definitive Agreement(s) or in the event that the Parties are unable to execute the Definitive Agreement(s) at the expiry of the Expiry Date.

SFNE is in the principal business of engaging in all kinds and types of construction works.

None of the Directors and/or major shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the MOU.

The Board of Directors of SMCB, having considered all aspects of the MOU, is of the opinion that the MOU is in the best interest of the SMCB Group.

The MOU does not require approval of the Company’s shareholders and/or regulatory authorities.

The MOU is available for inspection at the registered office of SMCB at Unit 2-3, Medan Klang Lama 28, No. 419, Jalan Klang Lama, 58100 Kuala Lumpur during office hours from Mondays to Fridays (except on public holidays) for a period of two (2) months from the date of this Announcement.

This Announcement is dated 19th April 2019.