LISTING ON THE ACE MARKET OF BURSA MALAYSIA

LISTING ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD

SECTION 1 WHY GO PUBLIC? 2

Why Go Public? ■ Alternative source of financing n An alternative financing option from conventional bank loans, which are costly & requires fixed terms of repayment n Capital from new shareholders at minimal/ no cost (save for administrative cost) n Future fund raising exercise could be structured from company’s assets and cashflow into a hybrid debt instruments/ issuance of new equity securities ■ Ability to grow inorganically n Inorganic growth opportunities via mergers and acquisitions through share swap exercises which would not strain cash resources ■ Enhanced image and status of company n Preference often given to listed companies in awarding major projects as they are generally viewed to be more prestigious, stable and financially viable than companies whom are privately held ■ Enhanced Liquidity n Liquidity of securities greatly enhanced since quoted securities are easily tradable & potentially trades at premium n Quoted securities tend to be accepted by lenders as collateral n Provides an avenue for promoters to exit/ cash out at premium ■ Ability to attract and retain quality employees n Companies are able to attract and retain quality staff & professionals n Can establish ESOS for directors & employees 3

Why Bursa? Equity funds raised via IPOs § § Total capital raised via IPOs in 2007 amounted to approx. RM 2. 5 bil. Total capital raised via IPOs in 2008 amounted to approx. RM 1. 3 bil. Active market with high liquidity § § Total annual trading turnover on Bursa in 2006 and 2007 (end Oct) approx. RM 250. 3 trillion and RM 477. 5 trillion respectively Active secondary placements & M&A Political/ Geographical advantages § § § Politically more stable compared to most regional peers Sound financial system along with well-established legal and corporate regulations Principles-based regulatory & governance approach Attractive to funds § Malaysia fast becoming a popular Islamic financing hub thus attracting funds from worldwide especially the Middle East § § § Main Market and ACE Market Well diversified industry ranges from consumer products to technology High concentration of institutional investors Choice of markets and products 4

SECTION 3 LISTING ON ACE MARKET 5

Overview of the IPO Process Submission & Marketing IPO Decision & Suitability Test • Appoint Main Adviser/Sponsor / other professionals • Due Diligence • Pre-listing restructuring • Valuation • Preparations of submissions • Submission to authorities • Roadshows & bookbuilding • Continuing obligations • To build tracks for Main Board listing • Underwriting • Officially list on Bursa Listing & Quotation on ACE Market Trading & Aftermarket Approx. 5 – 7 months 6

Simplified Entry Criteria • All business sectors, no longer confined to tech and high growth sectors • No requirement on revenue, operating record and profit • Must apply for admission through a Sponsor • Moratorium on promoters shareholdings: - 1 st 6 months entire shareholdings, subsequently 45% of nominal paid-up capital, selling 1/3 p. a. straight line basis - If yet to generate revenue, maintain 45% of nominal paid-up capital under moratorium until 1 FY of audited operating revenue • Removal of minimum issue price of RM 0. 50 requirement • Allow offer for sale if company has operating profit • Offer of securities to general public made optional • No mandatory underwriting arrangements 7

Roles & Responsibilities of Sponsor Strict Governance Structure • Sponsors must comply with rules issued by: - SC (Principal Advisers Guidelines, Licensed Intermediaries, Due Diligence Guidelines, Prospectus Guidelines) - Bursa (ACE Market LR – Annual review by Sponsors, Performance review by Exchange) Sponsor Requirements & Obligations • Sponsorship period 3 years – 1 st year must be IPO Sponsor • Sponsorship continues until Sponsored Corporation generates 1 FY audited operating revenue • Assess suitability of applicant • Guide & advise sponsored corporation and its directors • Obligation to liaise with Exchange on Sponsor responsibilities e. g. LR breach not satisfactorily resolved 8

Shareholding Spread Commitment by Sponsored Corporations to Sponsors • To assist Sponsors, Sponsored Corporations is obliged to: - Provide information and assistance to Sponsors - Engage and consult with Sponsors on timely basis Initial spread requirements • ACE Market: 25%, 200 public shareholders Continuing spread requirements • • ACE Market: 25% No min number of public shareholders 9

Processes & Procedures One approving authority • • Bursa approves listing of secondary issuance of securities Shorter time-to-market Simplified listing process • Quotation application will be merged with listing application for initial and additional listings, documents for quotation will be in the form of undertakings • Listing application form prescribed for ease of submission Areas of focus • Corporate governance, conflict of interest, public interest, compliance with minimum criteria, adequacy of disclosures 10

What Investors Are Looking For Your Business u u u Corporate Strategy Established track record Market reputation Viable business with good growth prospects Quality assets, goodwill and branding R&D capabilities Competitive pricing Established customer & supplier base Quality accreditation Sustainable competitive edge Healthy balance sheet Good cash flow management u u u Execution & acquisition strategy Ability to move up the value chain CAPEX investment Dynamic capital management Attractive dividend policy Corporate Management u u 11 Qualified & experienced management Transparent board Risk management skills & internal control Good corporate governance & execution skills

Timing Week 1 -4 • Appointment of § § § - § § professionals Adviser Reporting Accountant Solicitors IMR/ICR Company Secretary Formation of DDWG + kick-off meeting Requisition of information from professionals from company Commencement of: internal control/risk management review Legal due diligence Preliminary listing scheme Site visits/Interview with key management and directors Week 5 -9 • First draft of: - IMRR - ICRR Reports - SFAR - IMR/ICR Week 10 -15 • First draft Reports § Final draft Prospectus + Listing Application § Ongoing due diligence § Comments on meeting with the Board of Directors + Professionals discussion on issues § Interview with customers + suppliers of company § Draft Due Diligence Report 12 Prospectus § Open period § Receipt of proceeds § Submission of Listing Application + Prospectus § Public exposure meeting • Registration of § Listing Diligence Report § Pre-verification Week 21 -25 § Signed copies of Report available § Final Due Prospectus and listing application • Verification § DDWG meeting / Reports § First draft Week 16 -20 of prospectus

Expenses Main Adviser/ Sponsor Legal Adviser Reporting Accountant Authorities Printer Total expenses approx. RM 1. 5 mil – RM 2. 0 mil Valuer Share Registrar Issuing House Placement Agent Underwriter 13 Note: The total fees & expenses are estimates based on the current market condition, and are subject to the discussion between client and each individual professional party

SECTION 4 STRUCTURING & POST LISTING 14

Listing Vehicle q Company can listed via a new holding company (“Newco”) structure q For illustrative purposes: Existing companies Seeking listing A B Newco structure C Newco A B C A : Company B & C : Subsidiaries, future expansion Recommended structure: ü Financial and structural flexibility ü More effective for future expansion plan ü Potential spin-off 15

Right Media & Investor Relations Roadshow Early preparation is needed particularly on equity angles, Q&A, coaching, event management & to book fund managers Informative guidance Provide a clear picture on industry structure, business model, growth prospects, key assumptions and cost drivers. Commitment Investment Sensitive to comments Information transparency Long term and continuous commitment to communicate effectively to investors Investment of time and effort from company’s key decision maker supported by reliable information systems Fund managers’ comments are what market wants Provide consistent & regular amount of information to fund managers and exclusive media interviews to media on regular basis. 16

SECTION 5 CONCLUSION 17

Conclusion We wish to register our keen interest to assist you in your IPO on the ACE Market of Bursa Malaysia In moving forward, we would need the following documents in order to conceptualise an optimum structure of your company’s IPO: - ü Last 5 years audited financial statements; ü Latest management accounts; ü Net profit forecast and projection for the next 3 years (rough estimation) ü Estimated funds size required and expected utilisation of proceeds, e. g. for capital expansion, working capital requirements, details of potential acquisition, etc; and ü Company profile and its shareholding structure 18