Unless otherwise stated, all definitions and terms used in this announcement shall have the same meanings as those used in the Company’s announcements dated 1 December 2022 and 13 January 2023.
Pursuant to Paragraph 9.19(36A) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to provide a status update on the subject matter. In accordance with the terms set out in Section 2.2.4 of the conditional share sale agreement dated 1 December 2022 (“SSA”), entered into by PDSB with Gan Lian Ban (“GLB”) and Chuah Mooi Kheng (“CMK”) (collectively referred to as “Vendors”), the Vendors jointly and severally covenant, warrant and guarantee to the Purchaser that:
i. the adjusted audited net profit after tax of MDS for the financial period between 1 January 2023 to 31 December 2023 (“First PG Year”) shall not be less than RM8,000,000.00 (“First PG Year Profit Guarantee”); and
ii. the adjusted audited net profit after tax of MDS for the financial period between 1 January 2024 to 31 December 2024 (“Second PG Year”) shall not be less than RM9,000,000.00 (“Second PG Year Profit Guarantee”),
(collectively “Profit Guarantee”).
(The Purchaser and the Vendors shall hereinafter collectively known as the “Parties”)
Pursuant to the SSA, in the event that the Second PG Year is less than the Holdback Amount of RM9,000,000.00, as certified by MDS’ Auditors in the Audit Certificate or as confirmed by the Parties by jointly sign a certificate confirming the amount of the adjusted audited net profit/loss after tax of MDS for the Second PG Year (“Confirmation Certificate”), then each of the Vendors shall jointly and severally, within thirty (30) Business Days from the date of issuance of the Audit Certificate or the Confirmation Certificate, compensate the Purchaser for an amount equivalent to the aggregate shortfall.
Based on the adjusted audited financial statements for the financial year ended 31 December 2024 of MDS, there was a shortfall in the Second PG Year Profit Guarantee. The adjusted audited net profit after tax of MDS for the Second PG Year was recorded at RM4,045,144.00, resulting in a shortfall of RM4,954,856.00 (“Second PG Year Shortfall Amount”) against the profit guarantee provided by the Vendors.
PDSB and the Vendors signed the Confirmation Certificate on 19 March 2025 (“Certificate Date”). The Purchaser has requested the Vendors to remit the Second PG Year Shortfall Amount within thirty (30) business days from 19 March 2025. Upon receipt of the Second PG Year Shortfall Amount, the Purchaser shall proceed with the release of the Holdback Amount for the Second PG Year Profit Guarantee to the Vendors.
Pursuant to the terms of the SSA, in the event that the Vendors fail to remit the full payment of the Second PG Year Shortfall Amount, if any, within thirty (30) Business Days from the Certificate Date, the Purchaser shall be entitled to release the Holdback Amount to the Vendors through a set-off arrangement, whereby the amount payable shall be the Second PG Year Holdback Amount less the Second PG Year Shortfall Amount.
This announcement is dated 19 March 2025. .
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发表于 28-3-2024 10:57 AM
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