We refer to the announcements dated 23 February 2024 and 26 February 2024 (“Announcements”).

(Unless stated otherwise, the words and abbreviations used throughout this announcement are the same as those previously defined in the Announcements.)

The Board wishes to announce that the Proposed Acquisition has completed on 4 March 2024.

Following the completion of the Proposed Acquisition, the Board wishes to announce that its 70% owned subsidiary company, Avelon Healthcare Sdn. Bhd. [Registration No.: 201301020687 (1050517-A)](“AHSB”), have also entered into the following agreements:

(i) Profit Guarantee Agreement dated 4 March 2024 entered into with the Vendors (“Guarantors”) for the Vendors to guarantee to the Purchaser that Medicwave shall achieve the aggregate profit after tax (“PAT”) of RM10,800,000 (“Minimum Total Guaranteed PAT”) for the 36-months period commencing from 1 August 2023 to 31 July 2026 (“Guarantee Period”) based on the audited financial statements of Medicwave (“Audited Accounts”) for the respective financial years (“Profit Guarantee Agreement”);

(ii) Put and Call Option Agreement dated 4 March 2024 entered into with the Vendors whereby the Vendors agree to grant a call option to the Purchaser and the Purchaser agree to grant a put option to the Vendors, for the remaining 30.00% equity interest held by the Vendors in Medicwave (“Put and Call Option”) (“Put and Call Option Agreement”); and

(iii) Shareholders Agreement dated 4 March 2024 entered into with the Vendors, AHGSB and Medicwave to record commitments of the respective shareholders and to regulate their rights and obligations in respect of the management of Medicwave’s business and affairs (“Shareholders Agreement”).

(The Profit Guarantee Agreement, Put and Call Option Agreement and Shareholders Agreement are collectively referred to as the “Agreements”)

Kindly refer to the attachment for further details of the Agreements.