【EDUSPEC 0107 交流专区】斯毕教育

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EDUSPEC HOLDINGS 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 564,884,100 new ordinary shares in Eduspec Holdings Berhad ("Eduspec" or "Company"), representing up to approximately 20% of the enlarged total number of issued shares of Eduspec (excluding treasury shares) ("Private Placement")
No. of shares issued under this corporate proposal	125,000,000
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.0160
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	3,017,717,361
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 106,823,059.230
Listing Date	19 Nov 2021

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EDUSPEC HOLDINGS BERHAD

Date of change	01 Dec 2021
Name	DATO' DR MOHD ARIFF BIN ARAFF
Age	76
Gender	Male
Nationality	Malaysia
Type of change	Redesignation
Previous Position	Independent Director
New Position	Non Executive Chairman
Directorate	Independent and Non Executive

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	EDUSPEC HOLDINGS BERHAD PROPOSED DISPOSAL OF 65,000 ORDINARY SHARES REPRESENTING 65% EQUITY INTEREST IN 5T3M SDN BHD
The Board of Directors of Eduspec Holdings Berhad (“EHB” or “Company” or “Vendor”) wishes to announce that EHB had on 7 September 2022 entered into a Share Purchase Agreement (“Agreement”) with Mr Ng L’yp-Hau (“Purchaser”) to dispose 65,000 ordinary shares representing 65% of the total issued and paid share capital for the time being of 5T3M Sdn Bhd (“5T3M”) (“Sale Shares”) for an aggregate sum of Ringgit Malaysia One Million (RM1,000,000) Only (“Purchase Consideration”) (“Proposed Disposal”). Upon completion of the Proposed Disposal, the shareholdings of EHB in 5T3M will be reduced from 100% to 35%. Please refer to the attachment for details of the announcement. This announcement is dated 7 September 2022.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3290532

Attachments EHB-Proposed Disposal-5T3M-Bursa.pdf

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EDUSPEC HOLDINGS BERHAD

Type	Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID	IQL-08092022-00001
Subject	PROPOSED DISPOSAL OF 65,000 ORDINARY SHARES REPRESENTING 65% EQUITY INTEREST IN 5T3M SDN BHD ("5T3M") ("PROPOSED DISPOSAL")
Description	EDUSPEC HOLDINGS BERHAD ("EHB" OR "COMPANY")PROPOSED DISPOSAL OF 65,000 ORDINARY SHARES REPRESENTING 65% EQUITY INTEREST IN 5T3M SDN BHD (PROPOSED DISPOSAL).
Query Letter Contents	We refer to your Company’s announcement dated 7 September 2022, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:- 1) The latest audited net profits of 5T3M. 2) The latest audited net assets of 5T3M which forms the basis of the disposal consideration. To also state the justification for the disposal consideration if it is at a discount to the latest audited net assets value of 5T3M. 3) To elaborate on the proposed utilisation of proceeds, including the details of the working capital and the breakdown thereof. 4) The particulars of any liabilities, including contingent liabilities, in relation to the Proposed Disposal which will remain with Eduspec Holdings Berhad (“EHB”), together with the details and justification for such arrangements. 5) The particulars of any guarantees given by EHB to the purchaser or 5T3M. 6) The expected gains or losses to EHB group pursuant to the Proposed Disposal.
Unless otherwise stated, the terms used in this announcement shall have the same meaning as defined in the Company’s announcement dated 7 September 2022 (“Announcement”). Reference is made to the Announcement and the query letter from Bursa Malaysia Securities Berhad dated 8 September 2022 (Ref IQL-08092022-00001) in relation to the Proposed Disposal. Please refer to the attachment for details of the announcement. This announcement is dated 9 September 2022.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3291052

Attachments EHB-Proposed Disposal 5T3M-Reply to Query-Bursa.pdf

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	EDUSPEC HOLDINGS BERHAD ("EHB" OR "COMPANY")PROPOSED DISPOSAL OF 65,000 ORDINARY SHARES REPRESENTING 65% EQUITY INTEREST IN 5T3M SDN BHD
Unless otherwise stated, the terms used in this announcement shall have the same meaning as defined in the Company’s announcement dated 7 September 2022. Reference is made to the announcement dated 7 September 2022 and the Reply to Query dated 9 September 2022 in relation to the Proposed Disposal. The Board of Directors of EHB wishes to announce the following amendments : 1. Announcement dated 7 September 2022 (a) Item 6 – Basis of Sale and Purchase The Purchase Consideration has been arrived at on a willing buyer wiling seller basis after taking into consideration the latest audited net liabilities for the financial year ended 28 February 2022 instead of “net assets or shareholders’ funds”. (b) Item 14 – Percentage Ratio The highest percentage ratio applicable to the Proposed Disposal pursuant to Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad is 16.3% instead of 24.9%. 2. Reply to Query dated 9 September 2022 (a) The latest audited net profits of 5T3M. The total net losses as per latest audited accounts is RM3,267,327 as at 28 February 2022. (b) The latest audited net assets of 5T3M which forms the basis of the disposal consideration. To also state the justification for the disposal consideration if it is at a discount to the latest audited net assets value of 5T3M. The total net liabilities as per latest audited accounts is RM7,799,737 as at 28 February 2022. The disposal consideration has taken into account the compensation for marketing and promotion expenses in building its brand name since its incorporation. This announcement is dated 12 September 2022.

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Type	Announcement
Subject	OTHERS
Description	EDUSPEC HOLDINGS BERHAD ("EDUSPEC" OR "COMPANY")ACCEPTANCE OF LETTER OF AWARD BY EDUSPEC TECHNOLOGY SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF EDUSPEC FOR ADDITIONAL CONTRACT TO PERFORM INDEPENDENT TESTING SERVICES FOR 5G OPTICAL MODULES AND OTHER RELATED COMPONENTS
The Board of Directors (“Board”) of Eduspec is pleased to announce that its wholly-owned subsidiary, Eduspec Technology Sdn Bhd (“ETSB”), had on 27 March 2024 accepted the Letter of Award (“LOA”) from SMT Technologies Sdn Bhd (“SMTT”), a wholly-owned subsidiary of EG Industries Berhad, for additional contract to perform independent testing services for 5G optical modules and other related components. Please refer to the attachment for details of the announcement. The announcement is dated 27 March 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3434108

Attachments EHB-LOA-270324-Bursa.pdf

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

EDUSPEC HOLDINGS BERHAD

Particulars of Substantial Securities Holder

Name	DATO' KANG PANG KIANG
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	Refer to "Remarks"

Date interest acquired & no of securities acquired
Date interest acquired	08 Apr 2024
No of securities	24,000,000
Circumstances by reason of which Securities Holder has interest	Acquisition of shares
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	59,931,000
Direct (%)	5.103
Indirect/deemed interest (units)	82,330,000
Indirect/deemed interest (%)	7.01
Date of notice	08 Apr 2024
Date notice received by Listed Issuer	08 Apr 2024

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EDUSPEC HOLDINGS BERHAD

Date of change	15 Apr 2024
Name	DATO' KANG PANG KIANG
Age	52
Gender	Male
Nationality	Malaysia
Designation	Executive Deputy Chairman
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Degree	Bachelor of Commerce and Bachelor of Science	University of Auckland, New Zealand	Double Degrees
2	Professional Qualification	Accounting	Malaysian Institute of Accountants
3	Professional Qualification	Accounting	Chartered Accountant Association, New Zealand

Working experience and occupation	Dato' Kang Pang Kiang started his career with professional services firm, Ernst & Young in 1996. Dato' Kang has vast experience in providing auditing, tax consultation and business advisory services to various clients including multinational corporations. Prior to his appointment as Group Chief Executive Officer ("CEO") of EG Industries Berhad ("EG Group") in July 2014, Dato' Kang served in SMT Technologies Sdn Bhd and Pensonic Holdings Berhad as the Finance Director and Group Chief Financial Officer respectively. His responsibilities mainly encompassed overseeing the Group's business operations, financial performance, business ventures and reengineering processes.As Group CEO, Dato' Kang has helmed EG Groups overall planning and operations over the last decade. Dato' Kang is currently driving EG Groups strategic positioning and business expansion, leveraging on his seasoned expertise in financial management, planning, corporate restructuring exercises, risk management and investor relations.Dato' Kang's dynamic vision and dependable leadership has been instrumental in cementing EG Groups position as one of the top 50 Electronic Manufacturing Services players in the world.Apart from his leadership in EG Group, Dato' Kang also serves as Adjunct Professor at AIMST University in Sungai Petani and Honorary Advisor of the Malaysia-China Chamber of Commerce for the term 2022 to 2025.
Directorships in public companies and listed issuers (if any)	EG INDUSTRIES BERHAD
Family relationship with any director and/or major shareholder of the listed issuer	NONE
Any conflict of interests that he/she has with the listed issuer	NONE
Details of any interest in the securities of the listed issuer or its subsidiaries	DIRECT INTEREST - 59,931,000 SHARESINDIRECT INTEREST - 82,330,000 SHARES