Unless stated otherwise, abbreviations and definitions used throughout this announcement shall be the same as those in the previous announcements made in relation to the Public Shareholding Spread of the Company.

Reference is made to the announcements dated 27 February 2017, 17 March 2017, 29 June 2017, 13 July 2017, 30 August 2017, 29 November 2017, 15 January 2018, 28 February 2018, 31 May 2018, 14 August 2018, 30 August 2018, 30 November 2018, 28 February 2019, 31 May 2019, 30 August 2019 and 31 October 2019.

Based on the Record of Depositors as at 18 November 2019, the public shareholding spread of the Company was 20.81%, below the required public shareholding spread pursuant to Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Securities (“MMLR”) (“Public Spread Requirement”).

UPDATE ON THE PROPOSED CORPORATE EXERCISES

Proposed Acquisition

In view of the prevailing market condition, on 30 September 2019, Sinotop and DJ had mutually agreed to review, re-evaluate and renegotiate the terms and conditions upon which the Proposed Acquisition is proposed to be implemented. Accordingly, Sinotop and DJ have agreed to mutually terminate the SSA with effect from 30 September 2019 ("Termination").

Notwithstanding to the Termination, Sinotop and DJ shall enter into good faith discussions and negotiations with a view towards agreeing on new/revised terms and conditions of the Proposed Acquisition, which shall be finalized and mutually agreed within a period of 6 months from 30 September 2019 and which may potentially include changes to the structure and components of the Proposed Acquisition.

Proposed Disposal

Notwithstanding to the Termination, the Company and Gifted Investments Limited (“GIL”) had mutually agreed to further extend the cut-off date of the conditional Sale and Purchase Agreement (“Disposal SPA”) from 2 October 2019 to 2 January 2020 in order to facilitate the fulfilment of conditions precedent stipulated in the Disposal SPA. The Disposal SPA was first entered into between the Company and GIL on 2 May 2019. 

As at the date of this announcement, the Proposed Disposal, Proposed Capital Reduction and Proposed Share Consolidation (collectively, the “Proposals”) are ongoing.

Notwithstanding to the Termination, the Company endeavours to continue working on its rectification plans to address the shortfall in the Public Spread Requirement. The Board believes that upon successful completion of the Proposals, investors will have a clearer perception on the outlook and prospects of Sinotop. The Company is hopeful that this will incentivize investors to invest in the Company which may help the Company to meet its Public Spread Requirement.

The Company is required to meet the Public Spread Requirement by 29 April 2020 and will make the necessary announcement in relation to the status of the Public Spread Requirement in accordance with the MMLR.

This announcement is dated 29 November 2019.