【NOVAMSC 0026 交流专区】荣腾科技

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ype	Announcement
Subject	OTHERS
Description	novaCITYNETS Pte Ltd,  a subsidiary of NOVA MSC, awarded an approximately RM15.4 million contract from Public Utilities Board in Singapore
The Board of Directors of Nova MSC Berhad is pleased to announce that the Company’s wholly owned subsidiary, novaCITYNETS Pte Ltd (“NCN”) has been awarded the tender with Public Utilities Board in Singapore for a contract sum of Singapore Dollar Five Million One Hundred Sixty Eight Thousand Nine Hundred and Seventy (S$5,168,970 or approximately RM15.4 million) (“Contract”).  Under the Contract, NCN shall supply, deliver and implement a Building Information Modelling (BIM) Checking Systems for Building Plan Submission (“Project”) over about 20 months and thereafter maintain the Project for the next 20 months. The Contract will not have any effect on the share capital and shareholding structure of Nova MSC Bhd. The Contract, however, is expected to contribute positively to the result of the Group for the financial year ending 31 March 2019. NCN does not expect any material risk arising from the Contract other than the normal operational risk associated with the Contract. None of the directors and/or substantial shareholders of Nova MSC Berhad or persons connected to the said directors and/or substantial shareholders have any interest, direct or indirect in the new contract awarded. This announcement is dated 8th June 2018.

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NOVA MSC BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Private Placement
Details of corporate proposal	Private Placement of up to 10% of the issued and paid-up share capital of Nova MSC Berhad
No. of shares issued under this corporate proposal	68,324,000
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.1000
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	751,564,905
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 87,619,015.000
Listing Date	22 Jun 2018

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Type	Announcement
Subject	OTHERS
Description	NOVA MSC BERHAD ("NOVAMSC" OR THE "COMPANY")PROPOSED DISPOSAL OF 31,875 ORDINARY SHARE IN PRIMUSTECH PTE LTD ("PRIMUSTECH") REPRESENTING 51% EQUITY INTEREST IN PRIMUSTECH HELD BY NOVAMSC TO JAPAN ASIA GROUP LIMITED ("JAG LIMITED" OR THE "PURCHASER") FOR A TOTAL CASH CONSIDERATION OF SGD3,000,000
(Unless otherwise specified, where applicable throughout this announcement, the exchange rate used shall be RM2.9632 Singapore Dollars  (“SGD”): RM1.00, based on the middle rate at 5.00 p.m. published by Bank Negara Malaysia on 11 July 2018) 1.             INTRODUCTION The Board of Directors of NOVAMSC (“Board”) wishes to announce that NOVAMSC had on 12 July 2018 entered into a Share Sale Agreement (“SSA”) with JAG Limited to dispose of 31,875 ordinary shares ("Sale Shares") in PrimusTech representing 51% equity interest held by NOVAMSC for a total cash consideration of SGD3,000,000 (equivalent to approximately RM8.9 million) ("Proposed Disposal"). Upon completion of the Proposed Disposal, PrimusTech and Primussoft Pte Ltd, a wholly owned subsidiary of PrimusTech shall cease to be subsidiaries of the Company. 2.             DETAILS OF THE PROPOSED DISPOSAL 2.1          Information of the PrimusTech PrimusTech was incorporated in Singapore under the Companies Act (Chapter 50) on 24 February 2000. As at the date of this announcement, the principal business are those relating to the provision, design and implementation of integrated control and automation systems and information technology solutions for buildings and facilities and the provision of engineering maintenance services. The financial information of PrimusTech and its subsidiary ("PrimusTech Group") for the audited financial years ended 31 March 2017 ("FYE 2017") and unaudited financial year ended 31 March 2018 ("FYE 2018") are summarised in the table below:- FYE 2017 RM’000 (audited) FYE2018 RM’000 (unaudited) Revenue 72,900 37,483 (Loss)/Profit before taxation 1,851 (1,718) (Loss)/Profit after taxation 1,573 (1,762) Net asset 9,257 8,665 Total borrowing - 15,617 2.2          Information of the Purchaser JAG Limited was incorporated in Japan under the Companies Act in March 1988.  As at the date of this announcement, the principal activities of JAG Limited are Geospatial Information, Green Energy, and Forestry Revitalization 2.3          Basis and justification of arriving at the Disposal Consideration The disposal consideration of SGD3,000,000 (equivalent to RM8.9 million) (“Disposal Consideration”) was arrived on a negotiated basis on a “willing-buyer willing-seller basis” after taking into consideration of the 51% of the net assets of Primus Tech Group of approximately RM4.4 million for the unaudited FYE 2018. In addition, NOVAMSC has also taken into consideration the following: (i) The loss making position of PrimusTech Group for the unaudited FYE 2018; (ii) The Proposed Disposal represents an opportunity for NOVAMSC to crystalise its investment in PrimusTech; and (iii) The prospect of PrimusTech Group which operates in a highly competitive market in Singapore. In addition, the Company has decided to concentrate on the e-Government and healthcare application segment which have a high growth potential. Further details on the rationale of the Proposed Disposal are set out in Section 3 of this announcement. 2.4          Utilisation of proceeds The Proposed Disposal Consideration will be utilised for general working capital requirement in respect of for NOVAMSC and its subsidiaries (“NOVAMSC Group”) day-to-day operations to support its existing business, which shall include, amongst others, defrayment of operations and administrative expenses such as utilities charges, rentals, purchase of inventories and other miscellaneous items. The actual breakdown of these expenses and the timeframe cannot be determined at this juncture as it will depend on the actual working capital requirements of the NOVAMSC Group at the relevant time. 2.5          Liabilities to be assumed There will be no liabilities, including contingent liabilities and guarantees to be assumed by the Purchaser in relation to the Proposed Disposal. 2.6          Original Cost of Investment The original cost of investment of NOVAMSC in PrimusTech are as follows: Date of investment Number of shares acquired Cost of investment RM 30 November 2015 12,500 6,090,000 7 April 2016 19,375 5,000,000*1 Note: *1            In accordance with the share sale agreement entered into between NOVAMSC and Stone Villa Limited on 18 January 2016, the purchase consideration for the 19,375 ordinary shares in PrimusTech was for up to RM10,000,000. NOVAMSC had issued 45,454,545 new ordinary shares in NOVAMSC (“NOVAMSC Shares”) to satisfy the RM5,000,000 of the purchase consideration whereas the remaining RM5,000,000 was to be paid after certain performance targets was to be met on FYE 2017 and FYE 2018. However, the performance targets were not achieved and NOVAMSC is not obligated to pay for the remaining RM5,000,000. 2.7          Salient terms of the SSA 2.7.1       Disposal of PrimusTech The Company shall, in accordance with the terms and conditions of the SSA, on completion of the sales and purchase of the Sale Shares by Purchaser and Company (”Completion”), sell to the Purchaser the Sale Shares, and the Purchaser shall purchase the Sale Shares free from all encumbrances and with the benefit of all rights, benefits and entitlements attaching to the Sale Shares as at the Completion and thereafter (including the right to any dividends or other distributions declared and payable thereon on or after the Completion). 2.7.2       Disposal Consideration The disposal consideration of SGD3,000,000 (equivalent to RM8.9 million), which shall be paid by the Purchaser to the Company or as it may direct on Completion of the Sale Shares. 2.7.3       Payment of Disposal Consideration All payments to be made under the SSA shall be made by way of cashier’s order or banker’s draft in favour of the Company or as it may direct or by bank transfer to such bank account in Singapore as the Company shall notify the Purchaser in writing no later than 10 Business Days before the date of Completion (“Completion Date”) or in such other manner as may be agreed in writing between the Company and the Purchaser. 2.7.4       Conditions Precedent Completion of the sale and purchase of the Sale Shares is conditional upon the following conditions: (i) The approval of the Board and/or if required, the shareholders of the Company in general meeting, having been obtained in respect of the transfer of the Sale Shares to the Purchaser on terms set out in the SSA; (ii) There being no claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry or arbitration against any of the companies in PrimusTech Group; (iii) There not having been at any time after the signing of the SSA any material adverse change to PrimusTech Group (being any event which may affect the profit after taxation of the PrimusTech Group by more than SGD1.00 million); (iv) All the warranties by the Company being true, accurate and not misleading as at the Completion Date; (v) All covenants and undertakings of the Company under the SSA having been complied with as at the Completion Date; (vi) The disposal and transfer of the Sale Shares upon the terms and conditions of the SSA not being prohibited or restricted by any statute, order, rule, regulation, directive, guideline or request (whether or not having the force of law) promulgated by any legislative, executive or regulatory body or other authority of Singapore and any other relevant jurisdictions; (vii) All approvals, consents, licences, permits, waivers and exemptions (collectively, “Approvals”) for the sale and purchase of the Sale Shares and its Completion and the transactions contemplated under the SSA being granted by third parties including any third party consents and all legislative, executive, regulatory, judicial or other authorities in Singapore or any other jurisdiction to the Purchaser and/or PrimusTech Group (as the case may be) and where any such Approval is subject to conditions, such conditions being acceptable to the Purchaser, and if such conditions are required to be fulfilled before the Completion, such conditions being fulfilled before Completion and such Approvals remaining in full force and effect; and (viii) Shareholders’ agreement being duly executed between Ong Liang Huat Michael, CNA Investment Pte Ltd, Shen Meei Jiuan and PrimusTech. In the event that any of the conditions precedents mentioned above is not fulfilled or waived (as the case may be) on or before 31 July 2018 or such other date as the Company and the Purchaser may mutually agree in writing, the SSA (other than any surviving provisions) shall lapse and cease to have further effect and all obligations and liabilities of the parties under the SSA shall cease and no party shall have any claim against the other party, save in respect of any breaches in the SSA. 2.7.5       Claim for Taxation (i) The Company agrees and undertakes to the Purchaser to pay to the Purchaser or the relevant companies in PrimusTech Group, at the Purchasers’ discretion , on the due date for payment an amount equal to 51% (being the percentage shareholding of NOVAMSC in PrimusTech) of any tax liabilities or claim from the tax authorities other than when:- : (a) Such claim for taxation had being fully provided  or reserved specifically in respect thereof was made in the financial statements of PrimusTech Group; (b) In respect of taxation arising out of the ordinary course of the normal trading of the relevant companies in PrimusTech Group since the financial statements for the financial year ended 31 March 2017; (c) To the extent that such claim arises as a result only of any provision or reserve in respect thereof being insufficient by reason of any increase in rates of taxation made after the Completion Date with retrospective effect. 2.7.6       Completion Completion shall take place 3 business days after the condition (i), (vii) and (viii) of Section 2.7.4 of this announcement are fulfilled or at such time and date as the Company and the Purchaser may mutually agree in writing. 3.             RATIONALE FOR THE PROPOSED DISPOSAL The principal business of PrimusTech Group are those relating to the provision, design and implementation of integrated control and automation systems and information technology solutions for buildings and facilities and the provision of engineering maintenance services. Since becoming a subsidiary of NOVAMSC, PrimusTech had performed below the expectation of the management of NOVAMSC which was mainly due to PrimusTech operating within a highly competitive market in Singapore.  In addition, the synergistic benefit, which includes having the NOVAMSC Group working together with PrimusTech Group to provide a one-stop solution for the implementation of smart hospital and smart building, would required a longer than expected gestation period. The Proposed Disposal will allow for NOVAMSC to focus its resources on the e-Government and healthcare application solution segments which, in the opinion of the management of NOVAMSC, would have a good prospect and high growth potential as NOVAMSC has secured book order of approximately RM117 million. 4.             RISK FACTORS The Proposed Disposal will not have any additional risk to the Company. 5.             FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL 5.1          Share Capital The Proposed Disposal will not have any effect on the issued and paid-up share capital of NOVAMSC as the Proposed Disposal does not involve issuance of new NOVAMSC Shares. 5.2          Substantial Shareholders’ Shareholding The Proposed Disposal will not have any effect on the substantial shareholdings in NOVAMSC the Proposed Disposal does not involve issuance of new NOVAMSC Shares. 5.3          Net Asset and Gearing The pro forma effect of the Proposed Disposal on the net assets (“NA”), NA per share and gearing of the NOVAMSC Group based on its audited consolidated financial statements as at 31 March 2017 are as follows: Audited as at 31 March 2017 Subsequent events*1 After the Proposed Disposal RM RM RM Share capital 80,786,615 87,619,015 87,619,015 Share option reserves 279,450 279,450 279,450 Foreign currency translation 12,459,780 12,459,780 12,459,780 Accumulated losses (49,488,483) (49,638,483)*2 (45,878,483) *3 Shareholders’ funds/ NA 44,037,362 50,719,762 54,479,762 No. of NOVAMSC Shares 683,240,905 751,564,905 751,564,905 NA per shares 0.06 0.07 0.07 Borrowing 1,937,507 1,937,507 1,937,507 Gearing (times) 0.04 0.04 0.04 Notes: *1            On 22 June 2018, NOVAMSC had completed the private placement of 68,324,000 new NOVAMSC Shares at an issue price of RM0.10 per NOVAMSC Share. *2            After deducting the estimated expenses for the Private Placement of approximately RM150,000. *3            After taking into consideration the gain on disposal of approximately RM4,360,000 and deducting the estimated expenses for the Proposed Disposal of RM600,000. 5.4          Earnings and earnings per Share (“EPS”) For illustrative purposes, assuming the Proposed Disposal had been completed on 1 April 2016, being the beginning of FYE 2017, the pro forma effect of the Proposed Disposal on the Company’s earnings and EPS would be as follows: Audited as at 31 March 2017 After the Proposed Disposal RM RM Loss attributable to the owners of the company (20,425,642) (20,425,642) Gain on disposal - 4,360,000 Estimated expenses - (600,000) Pro forma loss attributable to the owners of the company (20,425,642) (16,665,642) No. of NOVAMSC Shares 683,240,905 751,564,905*1 EPS (sen) *2 (2.99) (2.22) Notes: *1            On 22 June 2018, NOVAMSC had completed the private placement of 68,324,000 new NOVAMSC Shares at an issue price of RM0.10 per NOVAMSC Share. *2              Based on number of NOVAMSC Shares 6.             HIGHEST PERCENTAGE RATIO APPLICABLE The highest percentage ratio applicable to the Proposed Disposal pursuant to the Rule 10.02 (g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad is 22.82%. 7.             APPROVALS REQUIRED AND INTER-CONDITIONALITY The Proposed Disposal is not subjected to any other approvals being obtained and is not conditional upon any other proposals undertaken or to be undertaken by NOVAMSC. 8.             INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONSCONNECTED WITH THEM None of the other directors and/or major shareholders of the Company or persons connected to the directors and/or major shareholders of the Company have any interest, direct or indirect in the Proposed Disposal. 9.             DIRECTORS’ RECOMMENDATION The Board, after having considered all aspects of the Proposed Disposal, including the basis and justification in arriving at the Disposal Consideration, rationale, and financial effects, is of the opinion that the Proposed Disposal is in the best interest of the Company. 10.          DOCUMENTS FOR INSPECTION A copy of the SSA will be made available for inspection at the registered office of NOVAMSC at No. 1 & 1A, 2nd Floor (Room 2), Jalan Ipoh Kecil, 50350 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 12 July 2018.

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专注数码政府智能保健　荣腾冀望2019转亏为盈

財经 最后更新 2018年07月16日 22时30分
（吉隆坡16日讯）荣腾科技（NOVAMSC，0026，创业板）有信心能在2019財政年（3月31日结账）转亏为盈。

该公司打算专注於数码政府和智能保健业务，並且十分看好这两个领域未来的需求。

该公司於本月13日宣佈以300万新元（约891万令吉）脱售正在亏损的PrimusTech（前名CNAD发展）的51%股权，从而退出大楼监控和自动化业务。

根据文告，该公司是在2015和2016年分2次买进PrimusTech股权，共耗资1109万令吉。

荣腾科技目前共有3大业务，即大楼监控和自动化、数码政府和智能保健。

该公司称，目前的大楼监控和自动化的需求有限。数码政府和 智能医疗在大马和国际都有很大的成长潜能，因此决定將资源集中於这两项业务。

降低新国贡献比重

排除大楼监控和自动化业务，该公司手持的订单將从2亿3200万令吉，大减至1亿1700万令吉。

该公司首席执行员陈荣光在今日的媒体匯报会上表示，「虽然公司2019財政年的营业额將下降，但相信我们將能够转亏为盈。」

新加坡业务目前贡献荣腾科技总营业额的近98%，该公司打算在3年內將新加坡的贡献比重降至约50%。「我们希望进一步深入到大马、中国、日本、澳洲和中东等市场。」

2018財政年，荣腾科技亏损收窄至262万令吉。该股今日起0.5仙或2.6%，收在19仙。

另外，陈荣光看好，数码政府服务业务，他举例，新加坡政府2017年的整体电子化预算达数十亿新元。

因此，他相信，我国人口比新加坡多，相关的开销也预期会更高。

该公司希望將目前的收费模式换成按使用量付费的模式。该公司顾问卢源发称，虽然这种模式对供应商来说，风险较高，但长期来说，可以获得更多利润。

深入马越印尼市场

新加坡政府正在努力数码化，因此將继续进行更多的招標。

「我国政府也希望朝著同样方向前进，因此相信未来1至2年將会释出更多合约。」

陈荣光补充称，「我们正在积极与大马政府接触。不过，要取得订单並不是一朝一夕的事。相信公司的过往记录有助於我们取得合约。」

荣腾科技的智能保健子公司——荣腾科技有限公司（novaHealth）首席执行员黎德坚表示，目前该公司的智能医疗业务还是专注於新加坡，但该业务在新加坡市场以外的潜力非常大。

未来，打算进一步深入印尼、越南和大马等市场。【东方网财经】

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Type	Announcement
Subject	OTHERS
Description	NOVA MSC BERHAD (NOVAMSC OR THE COMPANY)PROPOSED DISPOSAL OF 31,875 ORDINARY SHARE IN PRIMUSTECH PTE LTD (PRIMUSTECH) REPRESENTING 51% EQUITY INTEREST IN PRIMUSTECH HELD BY NOVAMSC TO JAPAN ASIA GROUP LIMITED (JAG LIMITED OR THE PURCHASER) FOR A TOTAL CASH CONSIDERATION OF SGD3,000,000
The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcements in relation to the Proposed Disposal. We refer to the announcement made on 12 July 2018 in relation to the Proposed Disposal. The Board of Directors of NOVAMSC wishes to announce that the Proposed Disposal has been completed on 25 July 2018. Accordingly Primustech is no longer a subsidiary of NOVAMSC. This announcement is dated 25 July 2018.

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Type	Announcement
Subject	OTHERS
Description	NOVA MSC BERHAD (NOVAMSC OR THE COMPANY)PROPOSED INVESTMENT IN EYRIS PTE LTD BY NOVAHEALTH PTE LTD, A WHOLLY-OWNED SUBSIDIARY OF NOVAMSC
(Unless otherwise specified, where applicable throughout this announcement, the exchange rate used shall be RM2.9834 Singapore Dollars (“SGD”): RM1.00, based on the middle rate at 5.00 p.m. published by Bank Negara Malaysia on 16 August 2018) 1.           INTRODUCTION The Board of Directors of NOVAMSC (“Board”) wishes to announce that novaHEALTH Pte Ltd (“novaHEALTH”) had on 17 August 2018 entered into a shareholders agreement (“Shareholders Agreement”) with Lai Teik Kin (“Mr. Lai”), Wong Tien Yin, Wynne Shu Wei, Mong Li, Haslina Binte Hamzah, and Gilbert Lim for the subscription of new ordinary shares in EyRIS Pte Ltd (“EyRIS”) (“EyRIS Shares”) in the following manner: Party No. of EyRIS Shares subscribed for Shareholding of enlarged issued shares of EyRIS*1 Initial consideration Additional consideration *2 Total consideration % SGD RM’ equivalent SGD RM’ equivalent SGD RM’ equivalent novaHEALTH 41,999 42.00 203,227 606,307 Up to 541,935 Up to 1,616,809 Up to 745,162 Up to 2,223,116 Party A Mr. Lai 18,999 19.00 95,773 285,729 Up to 258,065 Up to 769,911 Up to 353,838 Up to 1,055,640 Party B Prof Wong Tien Yin 9,000 9.00 1 3 - - 1 3 Dr Ting Shu Wei 9,000 9.00 1 3 - - 1 3 Prof Wynne Hsu 9,000 9.00 1 3 - - 1 3 Prof Mong Li 9,000 9.00 1 3 - - 1 3 Ms Haslina bte Hamzah 1,000 1.00 1 3 - - 1 3 Dr Gilbert Lim 1,000 1.00 1 3 - - 1 3 Total 98,998 99.00 299,006 892,054 Up to 800,000 Up to 2,386,720 Up to 1,099,006 Up to 3,278,774 Notes: *1              Based on the enlarged issued share capital of  99,998 Eyris Shares after the completion of the Proposed Joint Venture. *2              To be loaned to EyRIS based on the needs of EyRIS within a 15-month period from 9 February 2018, being the date of incorporation of EyRIS Pte Ltd (i.e. 9 May 2019)(“Startup Period”) with the maximum amount indicated in the table above and to be loaned in proportion to the shareholding of novaHEALTH and Mr. Lai. At the end of the Startup Period, the amount paid will be capitalized as 1 EyRIS Share each for novaHEALTH and Mr. Lai. For avoidance of doubt, the amount to be released to EyRIS shall be collectively decided by novaHEALTH and Mr. Lai as and when funds are required. Upon completion of the Proposed Investment, EyRIS will be a 42%-owned indirect subsidiary of NOVAMSC as novaHEALTH will be able to govern the financial and operating policies of EyRIS through the Shareholders Agreement with the other shareholders. 2.           DETAILS OF THE PROPOSED INVESTMENT 2.1         Information of the EyRIS EyRIS was incorporated in Singapore under the Companies Act (Chapter 50) on 8 February 2018. As at the LPD, the company is dormant and will serve as the special purpose vehicle for novaHEALTH together with Mr. Lai and Party B to enter into an arrangement for the purpose of  undertaking the following activities: Negotiate and license SELENA+, an artificial intelligence software from SingHealth-NUS for the international market; Design and development of a cloud-based diabetes retinopathy screening application (“DRS”), which scans the eyes of patients to detect diabetes eye diseases in the patient and integrating SELENA+ into a single and ready-to-deploy solution; Marketing of EyRIS artificial intelligence solutions with the primary focus on the DRS in the Territory; Selling, implementing and supporting the DRS via novaHEALTH in the international market (including appointment and licensing to 3rd party resellers); and Undertaking research and development of new modules that are complementary to SELENA+ and any subsequent derivative technology. The sole shareholder of EyRIS as at 16 August 2018, being the latest practicable date prior to this announcement (“LPD”) is Mr. Lai who holds 1,000 EyRIS Shares. He is also the sole director of EyRIS. As at the LPD, EyRIS does not have any subsidiary and associate companies. As EyRIS was incorporated on 8 February 2018, no financial statement for EyRIS has been prepared. 2.3         Basic of arriving the subscription consideration The subscription consideration to be injected by novaHEALTH to EyRIS of up to SGD745,162 (equivalent to RM2,223,116) (“Subscription Consideration”) was arrived on a negotiated basis on a “willing-buyer willing-seller basis” after taking into consideration of the estimated funds required by EyRIS to market and sell the EyRIS artificial intelligence solutions during the Startup Period. . The Board further notes that Mr. Lai, who is a director of novaHEALTH, will also subscribe to the new EyRIS Shares and his subscription consideration is in proportion to the amount paid by novaHEALTH. Party B, who had contributed to the development and validation of SELENA+, are required to pay a nominal sum of SGD1 (equivalent to RM3) each. For avoidance of doubt, only the initial consideration of SGD203,227 (equivalent to RM606,307) is required to be paid to complete the subscription of the 41,999 EyRIS Shares while the remaining SGD541,935 (equivalent to RM1,616,809) will only be released to EyRIS as and when there is a need for funding. This is done to safeguard the interest of novaHEALTH to avoid novaHEALTH from providing funds in excess of the needs of EyRIS during the Startup Period. The Board is of the opinion that the Subscription Consideration is justifiable having considered the rationale of the Proposed Investment as well as the prospects of EyRIS as set out in Sections 3 and 4 of this announcement. 2.4         Liabilities to be assumed There will be no liabilities, including contingent liabilities and guarantees to be assumed by the novaHEALTH in relation to the Proposed Investment. 2.5         Source of funding The Subscription Consideration will be funded entirely by internally generated funds. 2.6         Salient terms of the Shareholders Agreement 2.6.1      Subscription In consideration of the respective roles and responsibilities of each parties of the Shareholders Agreement, by which the parties may for mutual benefit co-operate with each other for the purpose of combining their respective strengths and experience with a view towards the betterment of EyRIS, EyRIS intends to issue new EyRIS Shares to novaHEALTH, Mr. Lai and Party B who intends to subscribe for the new EyRIS Shares. 2.6.2      Capital Structure EyRIS agrees to allot and issue the new EyRIS Shares in the following manner: Party No. of EyRIS Shares subscribed for Shareholding of enlarged issued shares of EyRIS*1 Initial consideration Additional consideration *2 Total consideration % SGD RM’ equivalent SGD RM’ equivalent SGD RM’ equivalent novaHEALTH 41,999 42.00 203,227 606,307 Up to 541,935 Up to 1,616,809 Up to 745,162 Up to 2,223,116 Party A Mr. Lai 18,999 19.00 95,773 285,729 Up to 258,065 Up to 769,911 Up to 353,838 Up to 1,055,640 Party B Prof Wong Tien Yin 9,000 9.00 1 3 - - 1 3 Dr Ting Shu Wei 9,000 9.00 1 3 - - 1 3 Prof Wynne Hsu 9,000 9.00 1 3 - - 1 3 Prof Mong Li 9,000 9.00 1 3 - - 1 3 Ms Haslina bte Hamzah 1,000 1.00 1 3 - - 1 3 Dr Gilbert Lim 1,000 1.00 1 3 - - 1 3 Total 98,998 99.00 299,006 892,054 Up to 800,000 Up to 2,386,720 Up to 1,099,006 Up to 3,278,774 Notes: *1              Based on the enlarged issued share capital of 99,998 EyRIS Shares after the completion of the Proposed Joint Venture. *2              To be loaned to EyRIS based on the needs of EyRIS within a 15-month period from 9 February 2018, being the date of incorporation of EyRIS Pte Ltd (i.e. 9 May 2019)(“Startup Period”) with the maximum amount indicated in the table above and to be loaned in proportion to the shareholding of novaHEALTH and Mr. Lai. At the end of the Startup Period, the amount paid will be capitalized as 1 EyRIS Share each for novaHEALTH and Mr. Lai. For avoidance of doubt, the amount to be released to EyRIS shall be collectively decided by novaHEALTH and Mr. Lai as and when funds are required. All issued shares in EyRIS shall have equal rights of 1 vote per EyRIS Share and that there shall only be 1 class of equity shares. Unless otherwise mutually agreed by the parties, any new EyRIS Shares for the time being unissued, and any new EyRIS Shares from time to time to be issued shall be issued only to each of the parties based on the proportions set out above, provided that the approval of shareholders holding 75% of the issued shares of EyRIS was obtained. Within 60 days of the signing of the Shareholders Agreement (“Subscription Date”), each party must pay to EyRIS their respective subscription consideration. On the Subscription Date, EyRIS will issue and allot the new EyRIS Shares to the respective parties. 2.6.3      Pre-emptive Rights Except where novaHEALTH buy,sell or transfer its shareholding to Mr. Lai or a transfer made with by a shareholder of EyRIS with a related corporation or a family member of the said shareholder, no EyRIS Shares can be transferred to any other persons unless the preemptive rights accorded in the Shareholders Agreement is fulfilled. 2.6.4      Board of Directors The Board of Directors of EyRIS shall consist of 4 members, 3 members of whom shall be nominated by novaHEALTH and 1 member shall be nominated by Party B. The Chairman and Chief Executive Officer shall be appointed by novaHEALTH and the Chairman shall have a casting vote. 3.           PROSPECTS OF EYRIS EyRIS is a special purpose vehicle incorporated to design and develop the DRS and integrating SELENA+ into a single and ready-to-deploy solution. SELENA+ is an artificial intelligence software which performs automated image analysis for diabetic eye diseases such as diabetic retinopathy, age-related macular degeneration and glaucoma.  Currently, the diagnosis and screening of the diabetic eye diseases are mainly performed using manual assessments of retinal photographs involving large team of trained professionals.  With the DRS, it will help increase the efficiency and reduce the cost. 4.           RATIONALE FOR THE PROPOSED INVESTMENT The Proposed Investment is part of NOVAMSC’s strategy to continuously improve the Smart Healthcare solution offering by novaHEALTH. The Proposed Investment will allow novaHEALTH to introduce artificial intelligence into the industry. This disruptive technology has potentially positive growth in the international market. Barring any unforeseen circumstances and subject to the risk factors as set out in Section 5 of this announcement, the management of NOVAMSC expects EyRIS to be able to contribute positively to the financial position of NOVAMSC once the DRS is ready to be marketed, which is expected to be between two to three years. 5.           RISK FACTORS The risk factors associated with the Proposed Investment includes but not limited to the following: 5.1         Business risks The Proposed Investment is subject to certain risks inherent in the healthcare industry, to which NOVAMSC is already presently exposed. These risks includes, but not limited to market fluctuations caused by economic cycles, political and regulatory conditions such as changes in government policies and administrative, interest rates, taxes and competition from other industry players. The management of NOVAMSC seeks to limit these risks through, amongst others, continuous review of operations to improve efficiency, careful planning and identification of changes to political and regulatory conditions as well as competition from other industry players. 5.2         Non-completion risks EyRIS is still in negotiation with SingHealth-NUS for the granting of the license for SELENA+ to EyRIS. There can be no assurance that the license will be granted to EyRIS. Nevertheless, novaHEALTH, Mr. Lai and Party B have been proactively engaging SingHealth-NUS for the license for SELENA+ to be granted to EyRIS. Several rounds of negotiations has taken place and the management of NOVAMSC has endeavor to take all steps necessary to allow for the license for SELENA+ to be granted to EyRIS. 6.           FINANCIAL EFFECTS OF THE PROPOSED INVESTMENT 6.1         Share Capital The Proposed Investment will not have any effect on the issued and paid-up share capital of NOVAMSC as the Proposed Investment does not involve issuance of new NOVAMSC Shares. 6.2         Substantial Shareholders’ Shareholding The Proposed Investment will not have any effect on the substantial shareholdings in NOVAMSC the Proposed Investment does not involve issuance of new NOVAMSC Shares. 6.3         Net Asset and Gearing The Proposed Investment will not have any material effect on the net assets and gearing of NOVAMSC as the entire Subscription Consideration will be funded vide internally generated funds. 6.4         Earnings and earnings per Share (“EPS”) The Proposed Investment which is expected to be completed by the 3rd quarter of 2018 and will not have a material effect to the consolidated earnings and EPS of NOVAMSC for the financial year ended 31 March 2019. Barring any unforeseen circumstances, the Proposed Investment is expected to contribute positively to the consolidated earnings and EPS of NOVAMSC in the future when the DRS is ready to be marketed. 7.           HIGHEST PERCENTAGE RATIO APPLICABLE The highest percentage ratio applicable to the Proposed Investment pursuant to the Rule 10.02 (g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad is 5.46%. 8.           APPROVALS REQUIRED AND INTER-CONDITIONALITY The issuance is not subjected to any other approvals being obtained and is not conditional upon any other proposals undertaken or to be undertaken by NOVAMSC. 9.           INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM Save as disclosed below, none of the Directors, major shareholders and/or persons connected to them have any interest, direct and/or indirect, in the Proposed Investment. Mr. Lai is not a Director or major shareholder of NOVAMSC but is a Director of novaHEALTH. He is also a director and shareholder of EyRIS, and is a party to the Shareholders Agreement. However, pursuant to Paragraph 10.08(9) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company is exempted from the following:- (i)         issuing a circular to shareholders; (ii)       obtaining shareholders’ approval of the transaction in general meeting; and (iii)      appointing a main adviser and independent adviser, as the case may be. 10.        TRANSACTION WITH RELATED PARTIES FOR THE PRECEDING 12 MONTHS There were no transactions between the NOVAMSC Group and Mr. Lai for the past 12 months preceding the date of this announcement. 11.      DIRECTORS’ STATEMENT The Board having considered all aspects of the Proposed Acquisition, including but not limited to the basis of the Subscription Consideration, rationale, prospects and financial effects of the Proposed Investment, is of the opinion that the Proposed Investment:- (i)             is in the best interest of the Company; (ii)            is fair, reasonable and on normal commercial terms; and (iii)          is not detrimental to the interest of the minority shareholders of the Company. 12.     AUDIT COMMITTEE’S STATEMENT The Audit Committee of NOVAMSC, having taking into consideration all aspects of the Proposed Investment, including but not limited to the basis of the purchase consideration, rationale, prospects and financial effects of the Proposed Investment, is of the opinion that the Proposed Investment:- (i)             is in the best interest of the Company; (ii)            is fair, reasonable and on normal commercial terms; and (iii)          is not detrimental to the interest of the minority shareholders of the Company. 13.     ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Board expects the new EyRIS Shares to be issued and allotted to novaHEALTH by the fourth quarter of 2018. 14.         DOCUMENTS FOR INSPECTION A copy of the Shareholders Agreement will be made available for inspection at the registered office of NOVAMSC at No. 1 & 1A, 2nd Floor (Room 2), Jalan Ipoh Kecil, 50350 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 17 August 2018.

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Announcement Info

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2018	30 Jun 2017	30 Jun 2018	30 Jun 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	12,854	8,257	12,854	8,257
2	Profit/(loss) before tax	543	369	543	369
3	Profit/(loss) for the period	543	369	543	369
4	Profit/(loss) attributable to ordinary equity holders of the parent	1,665	486	1,665	486
5	Basic earnings/(loss) per share (Subunit)	0.24	0.07	0.24	0.07
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0627		0.0562

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icy97 发表于 18-8-2018 05:44 AM
Notes:
*1              Based on the enlarged issued share capital of  99,998 Eyris Shares after the completion of the Proposed Joint Venture.
*2              To be loaned to EyRIS based on the nee ...

Type	Announcement
Subject	OTHERS
Description	NOVA MSC BERHAD (NOVAMSC OR THE COMPANY)PROPOSED INVESTMENT IN EYRIS PTE LTD BY NOVAHEALTH PTE LTD, A WHOLLY-OWNED SUBSIDIARY OF NOVAMSC
The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcements in relation to the Proposed Investment. We refer to our earlier announcements dated 17 August 2018 in relation to the Proposed Investment. The Board of Directors of NOVAMSC wishes to announce that 41,999 new Eyris Shares has been issued and allotted to novaHEALTH resulting in Eyris being a 42%-owned indirect subsidiary of NOVAMSC. This announcement is dated 1 October 2018.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2018	30 Sep 2017	30 Sep 2018	30 Sep 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	11,382	9,459	24,236	17,716
2	Profit/(loss) before tax	1,461	1,056	4,292	1,664
3	Profit/(loss) for the period	1,461	1,056	4,292	1,664
4	Profit/(loss) attributable to ordinary equity holders of the parent	8,035	891	9,700	1,377
5	Basic earnings/(loss) per share (Subunit)	1.07	0.07	1.35	0.20
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0700		0.0600

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Notice of Person Ceasing (Section 139 of CA 2016)

NOVA MSC BERHAD

Particulars of Substantial Securities Holder

Name	ZYLOG SYSTEMS ASIA PACIFIC PTE LTD (IN LIQUIDATION)
Address	24 Raffles Place #07-03 Clifford Centre 048621 Singapore.
Company No.	200602341W
Nationality/Country of incorporation	Singapore
Descriptions (Class)	Ordinary
Date of cessation	08 Aug 2018
Name & address of registered holder	Inter-Pacific Equity Nominees (Asing) Sdn BhdAccount Qualifier: Kim Eng Securities Pte Ltd for Zylog Systems Asia Pacific Pte Ltd95 Jalan Tun Abdul Razak 80000 Johor Bahru Johor

No of securities disposed	19,000,000
Circumstances by reason of which a person ceases to be a substantial shareholder	Seized by Union Bank of India ("UOBI") and sold by UOBI through open market
Nature of interest	Direct Interest
Date of notice	26 Feb 2019
Date notice received by Listed Issuer	26 Feb 2019

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2018	31 Dec 2017	31 Dec 2018	31 Dec 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	18,111	11,459	42,347	29,175
2	Profit/(loss) before tax	1,063	1,165	5,355	2,829
3	Profit/(loss) for the period	1,062	204	9,270	1,301
4	Profit/(loss) attributable to ordinary equity holders of the parent	1,138	675	10,838	2,052
5	Basic earnings/(loss) per share (Subunit)	0.15	0.10	1.48	0.30
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0800		0.0600

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Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	NOVA MSC BHD ("NOVAMSC" OR THE "COMPANY')PROPOSED PRIVATE PLACEMENT OF UP TO 30% OF THE ISSUED SHARE CAPITAL OF NOVAMSC ("PROPOSED PRIVATE PLACEMENT")
On behalf of the Board of Directors of NOVAMSC, UOB Kay Hian Securities (M) Sdn Bhd is pleased to announce that the Company proposes to undertake a private placement of up to 30% of the issued share capital of NOVAMSC to investors to be identified at a later date. Further details of the Proposed Private Placement are as attached. This announcement is dated 27 February 2019.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6079257

Attachments NOVAMSC - Proposed Private Placement.pdf

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Date of change	28 May 2019
Name	MR LAI TEIK KIN
Age	55
Gender	Male
Nationality	Singapore
Designation	Group Chief Executive Officer
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Degree	Surveying	University of Queensland, Australia.

Working experience and occupation	Earlier in his career and before co-founding the Nova MSC Group, Mr Lai Teik Kin was in involved in implementation of large scale & regional e-government projects. Since 1999, Teik Kin has served as both Executive Director and Chief Executive Officer of novaHEALTH Pte Ltd, a wholly owned subsidiary of the Nova MSC Bhd, spearheading the Groups foray into healthcare industry. From 2005-2012, Teik Kin also served as an Independent Non-Executive Director on the Board of MTouche Berhad, a public-listed company in Malaysia which is a forerunner and leader in wireless network technologies, mobile messaging services and interactive media applications.In 2016, Teik Kin was appointed Business Mentor to the Singapore National Eye Centre (SNEC) Ophthalmic Technologies Incubator to provide business insights and guidance. In 2018, Teik Kin spearheaded a spin-off of EyRIS jointly with Singapore Eye Research Institute (SERI) and National University of Singapore-School of Computing (NUS-SoC) to develop and commercialize the artificial intelligence (AI) solutions for the healthcare industry. SELENA+, our first AI solution, performs automated image analysis for eye diseases such diabetes retinopathy with add-on modules for glaucoma and age-related macular degeneration.
Directorships in public companies and listed issuers (if any)	Nil
Family relationship with any director and/or major shareholder of the listed issuer	Nil
Any conflict of interests that he/she has with the listed issuer	Nil
Details of any interest in the securities of the listed issuer or its subsidiaries	4,623,170 ordinary shares in Nova MSC Berhad19,999 ordinary shares in EyRIS Pte Ltd

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Date of change	28 May 2019
Name	MR CHAN WING KONG
Age	62
Gender	Male
Nationality	Singapore
Type of change	Others
Designation	Group Chief Executive Officer
Description	As part of succession planning, Mr Chan will step down as Group Chief Executive Officer and re-designated as Advisor with effect from 28 May 2019.

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2019	31 Mar 2018	31 Mar 2019	31 Mar 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	10,672	6,316	53,019	35,491
2	Profit/(loss) before tax	-2,701	-4,261	2,654	-1,431
3	Profit/(loss) for the period	-2,701	-5,775	6,569	-4,474
4	Profit/(loss) attributable to ordinary equity holders of the parent	-2,603	-4,676	8,235	-2,624
5	Basic earnings/(loss) per share (Subunit)	-0.35	-0.68	1.12	-0.38
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0700		0.0600

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2019	30 Jun 2018	30 Jun 2019	30 Jun 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	12,987	12,854	12,987	12,854
2	Profit/(loss) before tax	830	2,832	830	2,832
3	Profit/(loss) for the period	830	543	830	543
4	Profit/(loss) attributable to ordinary equity holders of the parent	836	1,665	836	1,665
5	Basic earnings/(loss) per share (Subunit)	0.11	0.24	0.11	0.24
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0800		0.0700

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NOVA MSC BERHAD

Date of change	28 Aug 2019
Name	YAM TUNKU DATO' SERI NADZARUDDIN IBNI ALMARHUM TUANKU JA'AFAR
Age	59
Gender	Male
Nationality	Malaysia
Designation	Chairman
Directorate	Non Independent and Non Executive
Type of change	Retirement

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Degree	Bachelor of Science (Honours) in Mathematics	Middlesex University, England

Working experience and occupation	Tunku Dato' Seri Nadzaruddin worked with British Telecommunications in London from 1982 to 1983. In 1985, he joined ESSO Production Malaysia Inc. (EPMI) as a System Analyst until March 1988. He then left EPMI to become the General Manager of Asia-Pacific Videolab Sdn Bhd until April 1990. In May 1990, he joined Antah Holdings Berhad as Executive Assistant to the Managing Director. In December 1992, Tunku Dato' Seri Nadzaruddin was appointed as an Executive Director of Hwang-DBS Securities Bhd (which later changed its name to Hwang-DBS Investment Bank Bhd) until April 2014. In September 1996, he was appointed as Director of Antah Holdings Berhad until May 2000. Tunku Dato' Seri Nadzaruddin was President of the Persatuan Broker Niaga Hadapan Malaysia (Malaysia Futures Brokers Association) and is the current Patron. He also holds directorship in Khyra Legacy Berhad.
Family relationship with any director and/or major shareholder of the listed issuer	Tunku Dato' Seri Nadzaruddin does not have any family relationship with any Directors. However, he is deemed interested by virtue of his relationship in the Company and major shareholding in Raden Corporation Sdn Bhd, which is a major shareholder of the Company.
Any conflict of interests that he/she has with the listed issuer	N/A
Details of any interest in the securities of the listed issuer or its subsidiaries	Direct Interest: 5,160,000 ordinary sharesIndirect Interest: 45,178,150 ordinary shares