On behalf of the Board of Directors of Systech (“Board”), Malacca Securities Sdn. Bhd. (“Malacca Securities”) wishes to announce that the Company proposes to undertake the following:

(i) Systech (as the “TCAI Purchaser”) had on 13 February 2023 entered into a conditional share sale agreement (“TCAI SSA”) with Sea Capital Holdings Sdn Bhd (“SCHSB” or “TCAI Vendor”), for the proposed acquisition of 240,000 ordinary shares in TalentCloud AI Sdn Bhd (“TCAI”) (“TCAI Sale Shares”), representing 80.0% equity interest in TCAI, for a total cash consideration of RM14,400,000 (“Purchase Consideration”), subject to the terms and conditions of the TCAI SSA (“Proposed Acquisition”);

(ii) Systech (as the “e-Biz Vendor”) had on 13 February 2023 entered into a conditional share sale agreement (“Disposal SSA”) with Bill Tham Kok Weng (“Bill Tham” or “e-Biz Purchaser”) for the proposed disposal of the Company’s entire equity interests in Syscatech Sdn Bhd (“Syscatech”), Mobysys Sdn Bhd (“Mobysys”), Techcasys Sdn Bhd (“Techcasys”), Syscatech Inc., and SysCode Sdn Bhd (“SysCode”) (collectively, referred to as “e-Business Subsidiaries”) for a total cash consideration of RM6,604,605 (“Disposal Consideration”), subject to the terms and conditions of the Disposal SSA (“Proposed Disposal”). In accordance to the Disposal SSA, the e-Biz Purchaser will also be required to repay the net balances owing by the e-Business Subsidiaries to Systech to be determined as at the completion date of the Disposal SSA (“Inter-Company Balances”).

Further details of the Proposals are set out in the enclosed attachment.

This announcement dated 13 February 2023.