redtone international berhad - Announcements - Bursa Malaysia

FURTHER INFORMATION
1. Directors’ Responsibility Statement
21
APPENDIX
Our Directors have seen and approved this Circular and they, collectively and individually, accept
full responsibility for the accuracy of the information given and confirm that, after making all
reasonable enquiries, to the best of their knowledge and belief, there are no false or misleading
information or other facts which, if omitted, would make any statement herein false or misleading.
2. Material Contracts
Save as disclosed below, there are no material contracts, not being contracts entered into in the
ordinary course of business, which have been entered into by the Company or its subsidiaries
within 2 years immediately preceding the date of this Circular:
No. Date Material Contracts
1 25 March 2008 VMS Technology Limited (”VMSTL”) and REDtone
Telecommunications Sdn Bhd (“RTSB”), wholly-owned
subsidiaries of REDtone entered into the following agreements:
(a) Business Agreement between VMSTL, Hotgate Holdings
Ltd (“HHL”), Michael Yang Chee Hong (“MY”), Hotgate
Technology (M) Sdn Bhd (“HTM”), Beijing Sino Zhaotong
Public Information Network Development Co. Ltd
(“CCPI”), Beijing Chenghuaitang Advertising Art Co Ltd,
Ma Xiaotian, Hoon Heh, Song Lianyu and Suzhou
Kangyu Communication Equipment Co. Ltd. (collectively
known as “CCPI’s Shareholders”);
(b) BTB Agreement between VMSTL, CCPI and HTM; and
(c) Shareholders Agreement between HHL, MY, RTSB,
Pang Wee Tak, Alvin James and CCPI’s Shareholders.
(collectively known as “Agreements”).
In this agreement, HHL shall acquire the entire issued and fully
paid-up share capital of VMSTL from RTSB for a total purchase
consideration of USD300,000 satisfied by the issuance of
30,000,000 new ordinary shares of USD0.01 each in HHL.
Thus, VMSTL shall cease to be a subsidiary of REDtone.
2 28 April 2008 RTSB (as vendor) entered into a business acquisition
agreement with eB Capital Berhad (“eBCap”) and its wholly
owned subsidiary, eBT (as purchaser) for the disposal of
RTSB’s data communication services business in Peninsular
Malaysia for a disposal consideration of RM20,000,000, to be
satisfied by the issuance of 130,000,000 new ordinary shares
of RM0.10 each in eBCap and RM7,000,000 nominal value of
irredeemable convertible unsecured loan stock of eBCap.
3 25 May 2008 REDtone, through its wholly-owned subsidiary, RMMSB, had
entered into the Shareholders Agreement with Club Excellence
(M) Sdn Bhd (“CESB”) in respect of DMH (“SA DMH”).
Consequently, DMH entered into a Shareholders Agreement
with Zhong Nan Enterprise (M) Sdn. Bhd. in respect of DM to