2. DETAILS OF THE ACQUISITION OF NEW SUBSIDIARY

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1 DESTINI BERHAD ("DESTINI" or "THE COMPANY") - SHARE PURCHASE AND SUBSCRIPTION AGREEMENT 1. INTRODUCTION The Board of Directors of Destini Berhad ( Destini or the Company ) wishes to announce that the Company had, on 5 March 2014, entered into a Share Purchase and Subscription Agreement ( SSA ) with Mah Sook Hing ( Vendor ) and Green Pluslink Sdn Bhd ( GPSB ). Pursuant to the SSA, the Vendor agrees to sell and the Company is desirous to purchase 2,500,000 ordinary shares of RM1.00 each in GPSB ( Sale Shares ), representing 50% of the existing total issued and paid up capital of GPSB from the Vendor for a total purchase consideration of RM1,700, ( Purchase Price ) to be satisfied entirely via cash ( Acquisition ). The shares in GPSB shall be acquired free from all encumbrances whatsoever together with all rights attached thereto. Simultaneously with the completion of the Acquisition, Destini also agreed to subscribe for additional 200,000 new ordinary shares of RM1.00 each in GPSB ("GPSB Shares"), at the subscription price of RM2,400, ( Subscription Price ) to be satisfied entirely via cash ( Subscription ). Upon completion of the Acquisition and the Subscription (collectively referred to as Acquisition of New Subsidiary ), Destini would hold approximately 51.92% of the total enlarged issued and paid up capital of GPSB and GPSB would become the subsidiary of the Company. 2. DETAILS OF THE ACQUISITION OF NEW SUBSIDIARY 2.1 Information on GPSB GPSB is a private limited company incorporated in Malaysia under the Companies Act, 1965 as a private limited company. GPSB has an authorised capital of RM5,000, divided into 5,000,000 ordinary shares of RM1.00 each. The existing issued and paid up share capital of GPSB is RM5,000, comprising of 5,000,000 ordinary shares of RM1.00 each. GPSB is principally engaged in the business of extrusion and recycling of waste tyres for the production of carbon black, diesel fuel and scrap metal. By using the pyrolysis technology, GPSB operates its factory with three (3) production lines that can recycle up to 30 tonnes of used tyres per day. In addition, GPSB is also awarded Green Project Certificate issued by Kementerian Tenaga, Teknologi Hijau dan Air Malaysia ("KeTTHA"). As at 5 March 2014, the details of the directors and shareholders of the GPSB together with their respective shareholdings are as follows:- Name Position No. of GPSB Shares held Mah Sook Hing Director 4,375,000 Lam Lai Lai Director 625,000

2 Based on the latest audited accounts of GPSB for the financial year ended ( FYE ) 31 March 2013, the net assets ( NA ) of GPSB was RM3,400,585 while the profit after tax recorded ( PAT ) was RM1,104,381 with revenue of RM6,062, Basis and justification of arriving at the Consideration sum The total consideration sum of RM4,100, was arrived at on a willing buyer and willing seller basis based on the negotiation between the Vendor and the Company and after taking into consideration of the following:- i. Based on the PAT of RM1,104,381 recorded in the latest audited financial statements of GPSB for the FYE 31 March 2013 and a historical price-to-earnings multiple of approximately 7.15 times, the value accorded to 100% of the equity interest of GPSB is approximately RM7,896,324. Accordingly, the 51.92% equity interest in GPSB is valued at approximately RM4,099,771 and it was rounded up to arrive at the Purchase Price and Subscription Price totaling RM4,100,000.00; ii. iii. Relatively consistent revenue from GPSB for the past three (3) financial years with RM6.062 million for the FYE 31 March 2013, RM6.332 million for the FYE 31 March 2012 and RM6.406 million for the FYE 31 March 2011; and GPSB have obtained all of the necessary licenses from the authorities. GPSB was also recognized as the Green Project by the government under Kementerian Tenaga, Teknologi Hijau dan Air ( KeTTHA ). With this status, GPSB had also obtained Green loan(s) from Bank Pembangunan Malaysia Berhad at subsidized rates for its capital expenditure. 2.3 Salient Terms of the SSA The salient terms and conditions of the SSA include, amongst others, the following:- Conditions Precedent The Completion of the SSA is conditional on the following:- (a) (b) (c) execution of a shareholders agreement between both Parties within thirty (30) days from the date of the SSA ( Prescribed Period ). approval of the Destini s Board of Directors and/or shareholders (if necessary), within the Prescribed Period for the sale and purchase of the Sale Shares by Destini from the Vendor; approval and/or the consent of all of GPSB s financiers, bankers, chargees, debenture holders and other encumbrance holder in connection with the purchase and transfer of the Sale Shares and for the relevant changes to the management and the composition of the Board of Directors of GPSB pursuant to the terms of SSA, if required;

3 (d) (e) (f) (g) (h) (i) where the terms or conditions of any agreement, contract, permit, license, approval or consent to which GPSB is a party, requires the consent or approval of the other party(s) (to such agreement, contract, permit, license, approval or consent) in respect of any subscription or transfer of shares in GPSB or any change in shareholders, directors or officers of GPSB, such consent or approval of such other party(s) has been duly obtained; the increase of the authorised capital of GPSB to an amount not less than RM10,000, only; submission of the copies of the Certificate of Completion and Compliance and all the relevant certificates and licenses including but not limited to Department of Safety and Health, Department of Environment and the Jabatan BOMBA dan Penyelamat Malaysia s certificates and licences, to Destini; Vendor to undertake to satisfy the outstanding rental arrears amounting to RM90, as at October 2013, under the Tenancy Agreement dated 1 July 2011 made between Sam Eureka Corporation Sdn Bhd ( C) and GPSB; Vendor to satisfy the balance of the litigation claim owed to Qiao Guo Ning pursuant to a Consent Judgement dated 21 April 2011 amounting to RM92,500.00; Vendor to undertake to renew the following licenses/consents needed to operate the business:- (i) Lesen Perniagaan dan Iklan 2013 (Majlis Perbandaran Klang) dated 9 January 2013; (ii) Kebenaran untuk Mengimport Tayar Terpakai dated October 2012 (Jabatan Pengurusan Sisa Pepejal Negara); and (iii) all other relevant licenses/consents that needs to be renewed; (j) a due-diligence review of the business and other affairs of GPSB being carried out, the results of which shall be to Destini s satisfaction. Payment of the Purchase Price and Subscription Price (i) In consideration of the payment of the sum of RM170, only which is equivalent to ten percent (10%) of the Purchase Price (hereinafter referred to as the Deposit ) by the Company to the Vendor s Solicitors simultaneously with the execution of SSA, as a deposit and part payment of the Purchase Price, (the receipt of which the Vendor hereby acknowledges), the Vendor hereby agrees to sell to the Company, and the Company hereby agrees to purchase the Sale Shares from the Vendor, at the Purchase Price subject to the terms and conditions of the SSA.

4 (ii) The balance ninety percent (90%) of the Purchase Price amounting to RM1,530, only (hereinafter referred to as the Balance Purchase Price") shall be paid or caused to be paid by the Company to the Vendor s Solicitors as stakeholder within thirty (30) days from the date when the Vendor receiving the Company s confirmation in writing that all the conditions precedent to the SSA are fulfilled or (to the extent permissible at law) waived by the Company or by mutual agreement of the Parties in accordance with the provision stipulated in the SSA ( Unconditional Date ) (hereinafter referred to as the Completion Date ). (iii) The Company may effect to request for an extension of time of one (1) month from the expiry of the Completion Date to pay the Balance Purchase Price to the Vendor s Solicitors as stakeholder which request shall be granted automatically by the Vendor subject to interest payable at eight per centum (8%) per annum on the outstanding balance of Balance Purchase Price calculated on a day to day basis from the Completion Date to the date of Balance Purchase Price is actually paid (hereinafter referred to as the "Extended Completion Date"). (iv) The Company shall pay RM2,400, to GPSB which is equivalent to the Subscription Price within seven (7) days after completion of the Acquisition and the Company shall simultaneously issue and allot 200,000 new GPSB Shares to the Company. Non-Performance (i) In the event that Destini shall refuse or fail to complete the SSA for any reason other than due to or as a result of the preceding breach of the Vendor, the Vendor shall be entitled, either to initiate legal proceedings for specific performance or to terminate the SSA (save to the extent necessary for the enforcement of rights in respect of the Destini s default) and in respect of the latter, Vendor shall forfeit the Deposit as agreed liquidated damages and all documents provided by the Vendor to Destini in connection with the SSA including the Vendor s documents shall be returned by Destini to the Vendor. The Vendor s Solicitors is hereby authorised to release Deposit to the Vendor upon the occurrence of such event. (ii) In the event that the Vendor shall refuse or fail to complete the SSA for any reason other than due to or as a result of the preceding breach of Destini, Destini shall likewise be entitled either to initiate legal proceedings for specific performance or to terminate the SSA (save to the extent necessary for the enforcement of rights in respect of the Vendor s default) and in respect of the latter, the Vendor shall or cause the Vendor s Solicitors to immediately refund to Destini all sums received by the Vendor or deposited with the Vendor s Solicitors under the terms herein together with the interests accrued thereon (if any) and additionally the Vendor shall pay Destini an amount equivalent to ten per centum (10%) of the Purchase Price as agreed liquidated damages in exchange with all documents provided by the Vendor to Destini in connection with the SSA including the Vendor s documents.

5 2.4 Liabilities to be assumed by Destini Save for the liabilities arising from the audited accounts of GPSB, there are no other liabilities, including contingent liabilities and guarantees to be assumed by Destini arising from the Acquisition of New Subsidiary. 2.5 Source of Funds The Acquisition of New Subsidiary will be funded through internally generated funds. 3. RATIONALE FOR THE ACQUISITION OF NEW SUBSIDIARY The rationale for the Acquisition of New Subsidiary is to allow Destini and its subsidiaries ( Group ) to further expand its existing business operation into the business of extrusion and recycling of waste tyres, in view of the prospects of GPSB which are set out in Section 4 of this announcement. The Acquisition of New Subsidiary will complement Destini's current automotive business and is expected to contribute to the future development and growth of the Group. 4. PROSPECTS OF GPSB Currently, it is estimated that there are more than 15 million vehicles in Malaysia with about 45 million of used tyres for every two years. This presents a mounting problem to the environment since tyres are made to last. The government had created many initiatives to promote the development of Green Technology. Thus, GPSB was formed in 2003 with the objectives to provide the technology to resolve this problem by developing Pyrolysis system which is proven for recycling of used tyres to three (3) items i.e. carbon black, diesel fuel and scrap metal. Carbon black is used widely as the pigmenting agent in the manufacture of other products such as plastics. Diesel fuel is used widely in machines and scrap metal can be reprocessed for steel manufacturing. GPSB had also received the full support from the Malaysian government. GPSB had obtained the necessary licenses and permits such as Green Project Certificate issued by KeTTHA which fulfills the Green Technology Financing Scheme Project Eligibility Criteria. GPSB is also granted the license to produce and market fuel oil by the Ministry of International Trade and Industry Malaysia. To ensure constant availability of used tyres, GPSB had been granted the permit issued by Department of Environment, Selangor to import used tyres from overseas country. In view of this, GPSB has obtained all licenses and permits to capitalise on this business opportunity. 5. RISK FACTORS GPSB is generally subject to certain risks inherent in the business of extrusion and recycling of waste tyres. The Destini Group may be exposed to similar risks after the completion of the Acquisition of New Subsidiary. The Group may also be exposed to competition risk in relation to GPSB s business as GPSB faces competition from both new entrants and established players in its industry.

6 Other risk factors for the Acquisition of New Subsidiary include, but not limited to those associated with changes in the economic, political and regulatory conditions such as changes to government policies and administration, interest rates, taxes and exchange control regulations, as well as acquisition risks where there is no assurance that the anticipated benefits of the Acquisition of New Subsidiary will be realised or that the Company will be able to generate sufficient revenues from the Acquisition of New Subsidiary to offset the associated costs incurred. Nevertheless, Destini will address all such risks as part of Destini Group s management policies. 6. FINANCIAL EFFECTS OF THE ACQUISITION OF NEW SUBSIDIARY The Acquisition of New Subsidiary will not have any effect on the share capital and substantial shareholders' shareholdings of the Company as it will be fully satisfied in cash. In addition, the Acquisition of New Subsidiary is not expected to have a material effect on the earnings per share, net assets and gearing of the Group for the financial year ending 31 December Barring any unforeseen circumstances, the Acquisition of New Subsidiary is expected to contribute positively to the Group s earnings in the future. 7. APPROVALS REQUIRED The Acquisition of New Subsidiary is not subject to the approval of the shareholders of the Company or other relevant authorities. 8. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the fulfillment of all the Conditions Precedents as set out in the SSA, the Acquisition of New Subsidiary is expected to be completed by the second quarter of INTEREST OF DIRECTORS, AND MAJOR SHAREHOLDERS AND/ OR PERSONS CONNECTED None of the directors and/ or the major shareholders of Destini and/ or persons connected with them have any interest, direct or indirect, in the Acquisition of New Subsidiary. 10. DIRECTORS STATEMENT The Directors of Destini, after taking into consideration of all financial and other factors, is of the opinion that the Acquisition of New Subsidiary is in the best interest of the Company. 11. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Acquisition of New Subsidiary pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 8.13%.

7 12. DOCUMENTS FOR INSPECTION The SSA is available for inspection at the registered office of the Company at Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur between 8.30 a.m. and 5.30 p.m. from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 5 March 2014.