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INTRODUCTION
The Board of Directors of Jiankun (“Board”) wishes to announce that the Company through a consortium formed with the following parties (“Consortium”), had on 17 January 2022 entered into a Heads of Agreement (“the Agreement”) with 5G Infra Tech Solution Sdn Bhd (Formerly known as NMS Engineering Sdn Bhd) (“5G Infra Tech”) (“Target Company”) to invest through redeemable convertible preference shares (“RCPS”) led by SM Track Berhad in 5G Infra Tech (“the Investment”):
a) Country Heights Holding Berhad [Registration No 198401006901 (119416-K)]
b) SM Track Berhad [Registration No 200401000918 (639421-X)]
c) Techna-X Berhad [Registration No 200601012477 (732227-T)]
d) Sersol Berhad [Registration No 200201034397 (602062-X)]
e) MQ Technologies Berhad [Registration No 200301033383 (635804-H)]
(The Consortium and the Target Company collectively referred to as “Parties”).
2. INFORMATION ON 5G INFRA TECH
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5G Infra Tech [Registration No. 201401000270 (1076340-V)] is a private limited company incorporated under Companies Act 1965 with its registered office situated at No. 21M, Jalan Pandan Indah 4/2, Pandan Indah, 55100 Kuala Lumpur, Wilayah Persekutuan.
As at the date of this announcement, 5G Infra Tech has 750,000 ordinary shares which has been issued and fully-paid.
The nature of business of 5G Infra Tech is to provide consultants, other than architecture, engineering and management consultants, engineering services, export and import of variety of goods.
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The directors of 5G Infratech as at the date of this announcement are Dato’ Saiful Nizam Bin Mohd Yusoff and Muhammad Akmal Bin Saiful Nizam.
The shareholders of 5G Infratech and their respective shareholdings as at the date of this announcement are as follows:-
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Shareholders
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No. of Shares
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Percentage (%)
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Mohd Zarkaria Bin Samsudin
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675,000
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90%
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Saiful Azhar Bin Mohd Yusoff
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37,500
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5%
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Saharin Bin Shamsudin
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37,500
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5%
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Total
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750,000
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100%
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3. SALIENT TERMS OF THE AGREEMENT
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The obligations of the Parties that are set out in the Agreement in respect of the proposed investment are conditional upon the Parties entering into the definitive agreement and the following conditions precedent being obtained or fulfilled or waived by the cut-off date:
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(a)
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the approval of the shareholders of the Consortium led by SM Track Berhad at an extraordinary general meeting to be convened for the subscription of the investment shares in accordance with the terms and conditions of the Agreement and the definitive agreement, if required;
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(b)
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the approval or consent of any other party which has entered into any subsisting arrangement, contract or undertaking or guarantee with or involving the Consortium led by SM Track Berhad, where required, in each case to the extent that at the completion date the same remain to be completed or performed or remain in force;
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(c)
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the approval of Bursa Malaysia Securities Berhad (“Bursa Securities”) for the listing and quotation of the investment shares on the ACE Market of Bursa Securities, where required;
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(d)
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any other approvals, waivers or consents of any authorities or Parties as may be required by law or regulation or deemed necessary by the Parties; and
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(e)
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such other conditions precedent as shall be mutually agreed by the Consortium led by SM Track Berhad and Target Company and stipulated in the definitive agreement.
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4. RATIONALE OF THE AGREEMENT
The Agreement is to pave way for further discussion and negotiation between the Consortium and the Target Company on the arrangement and terms of the Investment in Target Company.
5. FINANCIAL EFFECTS OF THE AGREEEMNT
The Agreement is not expected to have any material effect on the earnings, net assets and gearing of Jiankun for the current financial year ending 31 December 2022.
6. DIRECTORS’ AND MAJOR SHARHEOLDERS’ INTEREST
Save for Dato’ Saiful Nizam Bin Mohd Yusoff, the Director of the Company, none of the directors and/or major shareholders of Jiankun and/or persons connected with them have any interest, whether direct or indirect, in the Agreement.
7. APPROVALS REQUIRED
The Agreement is in the ordinary course of business of Jiankun and therefore, it is not subject to the approvals of the shareholders of Jiankun, relevant authorities and/ or parties.
8. STATEMENT BY DIRECTORS
The Board of Directors, having taken into consideration all aspects of the Agreement is of the opinion that the Agreement is in the best interest of Jiankun.
9. DOCUMENTS AVAILABLE FOR INSPECTION
The Agreement is available for inspection at our registered office located at Unit 1119, 11th Floor, Block A, Damansara Intan, No.1 Jalan SS20/27, 47400 Petaling Jaya, Selangor, Darul Ehsan, Malaysia during normal business hours from Monday to Friday (except public holiday) for a period of three (3) months from the date of this announcement.
This announcement is dated 17 January 2022.