The Board of Directors of Iqzan Holding Berhad (“Iqzan” or “Company”) wishes to announce that Nexus Applause Sdn. Bhd. [Registration No. 202101010169 (1410468-H)] (“NASB” or “Purchaser” or “Grantor”), a wholly-owned subsidiary of the Company, had on 16 May 2024 entered into the following agreements: 

(i) Share Sale Agreement (“SSA”) with Heng Huat Industries Holdings Sdn. Bhd. (“HHIH” or “Profit Guarantor” or “Vendor”). [Registration No. 200701021207 (779222-P)], for the purchase of 2,508,690 Ordinary Shares representing 51% equity interest in HK Kitaran Sdn. Bhd. [Registration No. 200901038763 (881898-X)] (“HK Kitaran”) from the Vendor (“Proposed Acquisition”), for a total consideration of RM6,121,020.00 (“Purchase Price”) to be settled by way of cash in the manner as set out in the SSA (“Proposed Acquisition”).

(ii) Profit Guarantee Agreement (“PGA”) with HHIH in relation to the Profit Before Tax (“PBT”) of RM1,470,000.00 guaranteed by HHIH to NASB that the PBT as recorded in audited financial statement of HK Kitaran (hereinafter known as the “Profit Guaranteed Amount”) with following details:

a. in respect of the financial year ending 31 March 2024, shall not be less than the sum of RM735,000.00; and

b. in respect of the financial year ending 31 March 2025, shall not be less than the sum of RM735,000.00,

being the 49% of the total aggregate of PBT of RM3,000,000.00 of HK Kitaran for two (2) financial years ending 31 March 2024 and 31 March 2025;

(iii) Shareholders Agreement (“SHA”) with HHIH to govern the relationships between HHIH and NASB, being the shareholders of HK Kitaran; and

(iv) Guarantee & Indemnity Agreement (“Guarantee Agreement”) by Iqzan in favour of HHIH to settle the Balance Purchase Price for the Sale Shares in the event that the Purchaser fails to settle the Balance Purchase Price for the Sale Shares.

Please refer to the attached document for further details.

This announcement is dated 16 May 2024.