1. INTRODUCTION. (TWPM and PBC are collectively referred to as the Parties ) 2. DETAILS OF THE DISPOSAL. 2.1 Information on TWPM

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1 TIEN WAH PRESS HOLDINGS BERHAD ( TWPH or the Company ) RELATED PARTY TRANSACTION - Disposal of Assets by Tien Wah Press (Malaya) Sdn. Bhd. to Paper Base Converting Sdn. Bhd. 1. INTRODUCTION Reference is made to the Company s announcement dated 20 July 2017 in relation to the cessation of the printing business of Tien Wah Press (Malaya) Sdn. Bhd. ( TWPM ), a wholly-owned subsidiary of the Company, arising from re-organisation of production footprint within the Company and its subsidiaries ( TWPH Group or the Group ). The Board of Directors of TWPH (the Board ) wishes to announce that TWPM had on 9 January 2018 entered into an Assets Sale Agreement (the Agreement ) with Paper Base Converting Sdn. Bhd. ( PBC ), an indirect wholly-owned subsidiary of New Toyo International Holdings Ltd ( NTIH ), which is a major shareholder of TWPH, to dispose of the machineries (the Assets ) held by TWPM to PBC at a total cash consideration of RM1,293, ( Sale Consideration ) in line with the Group s re-organisation of its production footprint which is part of normal routine operational function to improve the Group s strategic positioning to service the customers and reduce operating cost over the longer term (the Disposal ). (TWPM and PBC are collectively referred to as the Parties ) 2. DETAILS OF THE DISPOSAL 2.1 Information on TWPM TWPM is a company incorporated in Malaysia on 20 July TWPM is principally engaged in rotogravure printing specialising in cigarette cartons and consumer goods packaging, and photolithography printing specialising in cartons, labels packaging and advertising materials. TWPM has an issued share capital of RM18,000,000 divided into 18,000,000 ordinary shares. The Directors of TWPM are Mr Lee Chee Whye, Mr Wong Jin Sheng and Mr Yoong Loong Yan. TWPM is a wholly-owned subsidiary of the Company. 2.2 Information on PBC PBC is a company incorporated in Malaysia on 15 August PBC is principally engaged in manufacturing and sales of laminated paper or foil products and other paper converting activities. PBC has an issued share capital of RM2,000,000 divided into 2,000,000 ordinary shares. The Directors of PBC are Ms Angela Heng Chor Kiang, Mr Lionel Yap Chee Cheong and Mr Foo Mun Chuan. PBC is a wholly-owned subsidiary of New Toyo Lamination (M) Pte Ltd ( NT Lam ), which in turn is a wholly-owned subsidiary of NTIH, a major shareholder of the Company.

2 2.3 Information of the Assets The following are the details of the Assets disposal: Description of Machines Heidelberg Litho Printing (CD102-5+L-F) Yoco Automatic Diecutting & Foil Stamping (JY-106T) Heidelberg Polar Guillotine (115 EMC) Heidelberg Polar Jogger (RR) Bobst Folder Gluer (Domino 110-MII) Busch Punching (A) & PMC Punching (F) Heidelberg CTP (Include All Graphics, Accessories & Plate Oven) Laboratory Equipment Year of Purchase Original Cost (RM) Net Book Value as at 30 September 2017 * Sales Price (RM) (RM) ,551, , , , , , , , , , , ,450, , , , , , ,059, , , , , , Total 8,181, , ,293, * Based on the latest unaudited quarterly results for the financial period ended 30 September

3 2.4 Salient Terms and Conditions of the Agreement The salient terms and conditions of the Agreement include, amongst others, the following: (a) TWPM expressly agreed to sell and PBC has agreed to purchase the Assets in accordance with the terms and conditions of the Agreement. (b) The Assets are sold as at a date to be agreed by the Parties which shall not be later than thirty (30) days from the date of the Agreement, whereby the Balance Sale Consideration (as defined herein) shall be paid by PBC to TWPM ( Completion Date ), without TWPM and/or its representative(s) making any kind of representation and warranty whatsoever in respect of the same, including without limitation, to fitness for use, merchantable quality, description, nature, state or condition of the Assets or compliance with the laws. (c) PBC will be responsible for the costs of packing, transportation and reinstallation of the Assets on PBC s nominated site charged by the respective suppliers and contractors to TWPM initially which do not form part of the Sale Consideration of the Assets. These costs incurred shall be reimbursed in full from PBC. (d) The Assets shall also free from any charge, claim, caveat, lien and encumbrances whatsoever. (e) The Parties hereby agree that the legal possession of the Assets shall be deemed delivered by TWPM to PBC on the Completion Date. 2.5 Method of payment The Sale Consideration of RM1,293, shall be paid by PBC as follows:- (a) A deposit of RM129, only, equivalent to ten per cent (10%) of the Sale Consideration shall be paid to TWPM upon the execution of the Agreement ( Deposit ); and (b) A balance of RM1,164, only, being the balance of Sale Consideration ( Balance Sale Consideration ) after the payment of the Deposit, shall be paid to TWPM on the Completion Date. 2.6 Defaults by PBC TWPM shall be at liberty to give notice to TWPM terminating the Agreement at any time in the event that: 3

4 (a) PBC defaults in the payment of the Balance Sale Consideration or any sums due in accordance with the provisions of the Agreement; or (b) there is any breach by PBC of any of its undertakings, representations, warranties, covenants or obligations under the Agreement. Upon such termination, the Deposit shall be forfeited in favour of TWPM as agreed liquidated and ascertained damages. Accordingly, PBC shall within fourteen (14) days upon receipt of the notice of the termination of the Agreement, return and/or cause to be returned all documents delivered to PBC by TWPM (if the same has been delivered) with their respective interest intact and in the same condition as they were delivered. TWPM shall also be entitled to recover and indemnified by PBC of any cost or expenses incurred including costs on a solicitor and client basis in the exercise of its right as above. 2.7 Defaults by TWPM PBC shall be entitled to terminate the Agreement by notice in writing in the event TWPM fails to complete the Disposal in accordance with the provisions of the Agreement or refuses, fails or neglects to sell the Assets to PBC in accordance with the provision of the Agreement. Upon such termination, TWPM shall refund the Sale Consideration or all monies received by TWPM under the Agreement including, the Deposit, free from interest, to PBC within fourteen (14) days from receipt of the notice of termination from PBC, subject to the rights of TWPM. Upon the receipt of the payment of the monies from TWPM, PBC shall return and/or cause to be returned all documents delivered to PBC, to TWPM (if the same has been delivered), with their respective interest intact and in the same condition as they were delivered and re-deliver possession of the Assets in the same state and condition as the date of possession of the Assets was deemed delivered to PBC. 2.8 Basis and Justification of Arriving at the Sale Consideration The Sale Consideration of RM1,293, was arrived at on a willing-buyer willing seller basis after taking into consideration the indicative market value of the said Assets by the independent machine suppliers. Based on the latest unaudited quarterly results for the financial period ended 30 September 2017 of the Company, the net book value of the Assets is RM450, Expected Gains Arising from the Disposal The expected gains arising from the Disposal is RM843,

5 2.10 Utilisation of Proceeds from the Disposal The proceeds arising from the Disposal shall be utilised for working capital of the Group and the expected timeframe for full utilisation of the said proceeds is within six (6) months from the Completion Date of the Disposal Liabilities to be assumed by PBC PBC will not be assuming any liabilities, including contingent liabilities and guarantees arising from the Disposal Cash Company or Practice Note 17 ( PN17 ) Company Based on the audited consolidated financial statements of TWPH for the financial year ended 31 December 2016, the Disposal is not expected to result in TWPH becoming a Cash Company or a PN17 Company. 3. RATIONALE FOR THE DISPOSAL The Disposal is in line with the cessation of the printing business of TWPM announced on 20 July The Disposal will realise the value of some of TWPM s assets which are no longer used or required by the Group. 4. RISK FACTORS The Board is not aware of any specific risk/risk factors arising from the Disposal. 5. EFFECTS OF THE DISPOSAL 5.1 Share Capital The Disposal will not have any effect on the share capital of TWPH Group. 5.2 Shareholdings of Substantial Shareholders The Disposal will not have any effect on the shareholdings of the substantial shareholders of TWPH Group. 5.3 Net Assets ( NA ) per Share and Gearing The Disposal is not expected to have material effects on the NA per share and gearing of TWPH Group for the financial year ending 31 December

6 5.4 Earnings and Earnings per Share ( EPS ) The Disposal will not have any material impact on the EPS of TWPH Group for the financial year ending 31 December ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Disposal is expected to be completed by first (1 st ) quarter ending 31 March INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM Save as disclosed below, none of the other Directors, major shareholders of the Company and/or persons connected to them, have any interest, either direct or indirect, in the Disposal: 7.1 Interests of Major Shareholder NTIH is a major shareholder of TWPH and is also the ultimate holding company of PBC and therefore is deemed interested in the Disposal. 7.2 Interests of Directors a) Ms Angela Heng Chor Kiang - Director of the Company, NT Lam, PBC and NTIH; b) Mr Yen Wen Hwa (Ngan Tzee Manh) - Executive Chairman of the Company and a Non-Executive Chairman of NTIH. He is also a major shareholder of the Company by virtue of his shareholdings in Yen & Son Holdings Pte Ltd and NTIH pursuant to Section 8(4) of the Companies Act Yen & Son Holdings Pte Ltd is a major shareholder of TWPH and is deemed interested by virtue of its shareholdings in NTIH pursuant to Section 8(4) of the Companies Act Therefore, Ms Angela Heng Chor Kiang and Mr Yen Wen Hwa (Ngan Tzee Manh) ( Interested Directors ) are deemed interested in the Disposal. The Interested Directors have abstained and will continue to abstain from all board deliberations and voting in respect of the Disposal. 6

7 8. AUDIT AND RISK COMMITTEE S STATEMENT The Audit and Risk Committee of the Company, having reviewed and considered all aspects of the Disposal, is of the opinion that the Disposal is in the best interest of the Group, fair, reasonable and not detrimental to the interests of the minority shareholders of the Company. Further, the Disposal has been entered into on arm s length basis and is based on normal commercial terms consistent with the Company s usual business practices and policies. The Audit and Risk Committee did not seek an independent advice in forming its view in respect of the Disposal. 9. DIRECTORS STATEMENT Premised upon the rationale as described above, the Company s Board (save for the Interested Directors who have abstained from all deliberations and voting on the Disposal), having considered all aspects of the Disposal, is of the opinion that the Disposal is in the best interest of the Group, fair, reasonable and on normal commercial terms, and is not detrimental to the interests of the minority shareholders of the Company. 10. HIGHEST PERCENTAGE RATIO PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ( BURSA SECURITIES ) The highest percentage ratio pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities in relation to the Disposal is 0.30% based on the audited consolidated financial statements of TWPH for the financial year ended 31 December TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING TWELVE (12) MONTHS There was no amount transacted with the same related party, i.e. PBC, for the preceding twelve (12) months. 12. APPROVALS REQUIRED The Disposal is not subject to and does not require the approval of the Company s shareholders or any regulatory authorities. 7

8 13. DOCUMENTS FOR INSPECTION The Agreement will be available for inspection at the registered office of TWPH at Lot 6.05, Level 6, KPMG Tower, 8, First Avenue, Bandar Utama, 47800, Petaling Jaya, Selangor Darul Ehsan during normal business hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 9 January