(For consistency, the abbreviations used throughout this announcement on the Proposed Disposal are the same as those defined in the earlier announcement unless otherwise defined herein.)
Further to the announcement dated 29 May 2025 and the article from The Edge Malaysia on 3 June 2025, the Company wishes to provide additional information and clarify on certain facts in relation to the Proposed Disposal. Background of EPC EPC was incorporated in Malaysia having its registered office at 35-1, Jalan Temenggung 13/9, Bandar Mahkota Cheras, 43200 Cheras, Selangor Darul Ehsan. EPC is engaged in providing confinement service in Malaysia based on Taiwanese postpartum concept. A summary of EPC’s financial information based on its latest available management accounts for the financial year ended 31 December 2024 (“FYE2024”) is as follows: | | FYE 2024 (RM) | | Revenue | 4,439,663 | | Loss before tax | 701,313 | | Loss after tax | 701,313 | | Shareholders’ funds / Net assets | (3,926,015) |
Details of Disposal Consideration The consideration for the Sale Shares at RM1.00 will be paid in cash, and was determined on willing buyer-willing seller basis, based on EPC’s current financial position. The risk and cost of holding the investment outweigh any potential future benefit. RM1.00 simply represents a symbolic transfer of ownership where the Purchaser accepts future risks of the Company.
The Proposed Disposal is justified as the Purchaser is the current largest shareholder of EPC and will be assuming the financial burden by acquiring the Sale Shares. EPC is continuingly incurring losses and retaining EPC could further expose the Company to future liabilities such as operational and legal liabilities and capital call obligations related to EPC.
The original cost of investment for the 26.21% equity stake in EPC was RM3,750,000 comprising RM2,729,590 for the acquisition of 587,933 ordinary shares and RM1,020,410 for 219,788 Option Shares exercised pursuant to the Call Option Agreement. The acquisition was completed on 11 October 2018. Since the investment has already been fully impaired in prior years, there will be a gain of RM1.00 from the Proposed Disposal.
There are no liabilities, including contingent liabilities and/or guarantees, that will be assumed by the Group pursuant to the Proposed Disposal. The Parties are committed to complete the Proposed Disposal in accordance with the salient terms of the SSA.
This announcement is dated 5 June 2025.
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