TEO SENG CAPITAL BERHAD

THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
Bursa Malaysia Securities Berhad has not perused this Notification prior to its issuance and hence, takes no responsibility for
the contents of this Notification, makes no representation as to its accuracy or completeness and expressly disclaims any
liability \,vtlatsoever for any loss howsoever arising from/or in reliance upon the whole or any part of the contents of this
Notification.
THIS NOTIFICATION IS FOR YOUR INFORMATION ONLY. NO ACTION IS REOUIRED TO BE TAKEN.
TEO SENG CAPITAL BERHAD
( | n co rpo rated i n [i.:#il ,|o:,,7ti3t33JJ". i es Act, 1 e65 )
NOTIFICATION TO SHAREHOLDERS OF TEO SENG CAPITAL BERHAD IN
RELATION TO THE RECEIPT OF NOTICE OF UNCONDITIONAL TAKE.OVER
OFFER DATED 19 JANUARY 2012 FROM EMERGING GLORY SDN BHD
THROUGH RHB INVESTMENT BANK BERHAD
This Notification is dated 3 February 2012

TEO SENG CAPITAL BERHAD
(Company No. 732762-T)
(lncorporated in Malaysia under the Companies Act, 1965)
Registered Office
201 - 203 Jalan Abdullah
84000 Muar
Johor Darul Takzim
Board of Directors:
3 February 2012
Lau Jui Peng (Non-Executive Chairman)
Nam Yok San (Managing Director)
Na Yok Chee (Executive Director)
Tan Sri Lau Tuang Nguang (Non-Executive Director)
Dato' Zainal Bin Hassan (Non- Executive Directo]
Lau Joo Han (Non-Executive Director)
Loh Wee Ching (Non-Executive Directo)
Dato' Koh Low @ Koh Kim Toon (lndependent Non-Executive Director)
Choong Keen Shian (lndependent Non-Executive Director)
Frederick Ng Yong Chiang (lndependent Non-Executive Director)
To the Shareholders of Teo Seng
Dear Sir/Madam
TEO SENG CAPTTAL BERHAD (,'TSC" OR THE ,,COMPANY")
RECEIPT OF THE NOTICE OF UNCONDITIONAL TAKE.OVER OFFER FROM EMERGING GLORY
SDN BHD THROUGH RHB INVESTMENT BANK BERHAD
1. INTRODUCTION
On 19 January 2012, the Board of Directors of TSC ("Board") received a notice of
unconditional take-over offer from the Emerging Glory Sdn Bhd ("EGSB" or "Offeror")
through RHB Investment Bank Berhad ("RHB Investment Bank") to acquire all the remaining
ordinary shares of RM0.20 each in TSC ("Shares") not already owned by the Offeror and
persons acting in concert with the Offeror ("PACs") ("Offer Shares") for a cash consideration
of RM0.65 per Offer Share ("Notice") pursuanto the acquisition by EGSB of all the assets
and liabilities of Leong Hup Holdings Berhad ("LHHB") at an aggregate purchase consideration
of RM3'18,650,400 equivalent to RM1.80 per ordinary share of RM1.00 each in the issued and
paid-up share capital of LHHB ("LHHB Acquisition").

2.
APPOINTMENT OF INDEPENDENT ADVISER
In accordance with the Code, the Board had on 19 January 2012 appointed TA Securities
Holdings Berhad as Independent Adviser to advise the Holders of TSC on the reasonableness
of the Offer ("lndependent Adviser").
3.
DOCUMENTS RELATING TO THE OFFER
The purpose of this Notification is to inform you of the Offer and attached herein is the Notice for
your information.
HOLDERS SHOULD NOTE THAT THE NOTICE DOES NOT CONSTITUTE THE OFFER.
As stated in the Notice, unless othenruise directed or permitted by the Securities Commissions
("SC") to defer in doing so, the Offer will be made by the posting of the Offer Document within
twenty-one (21) days from the date of the Notice. The Offer Document will be despatched to the
Board and all holders of the Offer Shares ("Holders") whose names appear on the Record of
Depositors of TSC as at the latest practicable date prior to the despatch of the Offer Document.
The Independent Advice Circular from the lndependent Adviser will also be despatched to the
Board and Holders within ten (10) days of the despatch of the Offer Document or any later date
as may be approved by the SC.
4, DIRECTORS' RESPONSIBILITY STATEMENT
This Notification has been seen and approved by the Board who collectively and individually
accept full responsibility for the accuracy of the information given herein and confirm that, after
making all reasonablenquiries, to the best of their knowledge and belief, there are no material
facts, the omission of which would make any statement herein misleading or incorrect.
YOU ARE ADVISED NOT TO TAKE ANY ACTION WHICH MAY BE PREJUDICIAL TO YOUR
INTERESTS AND TO READ THE OFFER DOCUMENT AND THE INDEPENDENT ADVICE
crRcuLAR GAREFULLy BEFORE TAKTNG ANy ACTTON(S).
Yours faithfully
For and on behalf of the Board of Directors of
TEO SENG CAPITAL BERHAD
Frederick Ng Yong Chiang
Independent Non-Executive Director

NHB'
RHB Investment Bank Berhod rses:-p
(A Participating Organisation of Bursa Mahysia Securiti6 Berhad)
Level 12, Tower 3, RHB Centre, Jalan Tun Razak
50400 Kuala Lumpur, Malaysia
TEL +503 92873888 FAX +503 928722331335514770
19 January 2012
The Board of Directors
TEO SENG CAPITAL BERHAD
201 -203, Jalan Abdu llah
84000 Muar
Johor Darul Takzim
Dear Sirs,
NOTTCE OF UNCONDTTTONAL TAKE-OVER OFFER ("NOTICE")
1. INTRODUCTION
(i)
( ii)
( iii)
Securities Commission Malaysia ("SC") had on 4 May 2011 issued a ruling that
Emerging Glory Sdn Bhd ("EGSB' or "Offeror") would incur a mandatory offer
obligation to acquire all of the remaining ordinary shares of RM0.20 each in Teo Seng
Capital Berhad ("TSCB")("TSGB Shares") not already held by the Offeror and persons
acting in concert with the Offeror ("PACs")("Offer Shares") pursuanto the acquisition
by EGSB of all the assets and liabilities of Leong Hup Holdings Berhad ("LHHB") at an
aggregate purchase consideration of RM318,650,400 equivalento RM1.80 per
ordinary share of RM1.00 each in the issued and paid-up share capital of LHHB
("LHHB Acquisition").
On behalf of EGSB, we, RHB Investment Bank Berhad ("RHB Investment Bank")wish
to inform you that on 19 January 2012, EGSB had satisfied all the conditions precedent
in the LHHB Acquisition.
One part of LHHB's assets includes an approximate 54.260/o equity interest in TSCB
held by LHHB and its subsidiaries.
After the completion of the LHHB Acquisition and the acquisition by EGSB of all the
assets and liabilities of Emivest Berhad ("Emivest") at an aggregate purchase
consideration of RM108,000,005.40 equivalento RMO.90 per ordinary share of
RM0.50 each in the issued and paid-up share capital of Emivest ("Emivest
Acquisition"), EGSB and its subsidiaries have a total of 108,730,838 TSCB Shares,
representing approximately 54.36% of the issued and paid-up capital of TSCB of which
are held via the following:
Direct shares
EGSB
Total
Indirect shares via subsidiaries
Advantage Valuations Sdn Bhd ("AVSB')
Kendo Trading Pie Ltd ("Kendo Trading")
Lee Say Group Pte Ltd ("Lee Say Group")
F.E Venture Sdn Bhd ("F.E Venture")
Total
No. of TSCB Shares
o/o*
1,484,837 0.74
1,484,837 0.74
o/o*
No. of TSCB Shares
102,246,001
51.12
2,000,000
1.00
2,000,000
1.00
1,000,000
0.50
107,246,001 53.62
Note:
*
Percentage of shareholding is calculated based on the total issued and paid-up capital of
200,000,000 ISCB Shares.
wutw. rlr i:l . r:{' rfi . mv

ffi$d#.
(iv) In view of the above and pursuant to paragraphs 4.1 and 4.2 of Practice Note 9 of the
Malaysian Code on Take-Overs and Mergers 2010 ("Code'), EGSB has the obligation
to undertake an unconditional take-over offer to acquire the Offer Shares at a cash offer
price of RMO.65 per Offer Share ("Offer Price") ("Offer").
After the completion of the LHHB Acquisition and Emivest Acquisition, EGSB and its
PACs hold 118,710,697 TSCB Shares, representing approximately 59.36% of the
issued and paid-up capital of TSCB. As such, the Offer Shares shall comprise of
81,289,303 TSCB Shares, which represent approximately 40.64 o/o of the issued and
paid-up share capital of TSCB.
2. THE OFFER
(i)
( ii)
(iii)
(iv)
On behalf of EGSB, we hereby serve this Notice on you in accordance with Section
11(8) of the Code in respect of the Offer.
To accept the Offer, holders of the Offer Shares ("Holders") will have to refer to the
procedures for acceptances which will be detailed in a document outlining the terms of
the Offer, together with the accompanying Form of Acceptance and Transfer
(collectively, the "Offer Document"), to be posted to them in due course. The Offer will
be made to each Holder for all of their Offer Shares, upon the terms and subjecto the
conditions of the Offer as set out in Section 4 of this Notice and the Offer Document.
lf the Offer is accepted by Holders of not less than nine-tenths in the nominal value of
the Offer Shares (excluding shares already held by EGSB and its PACs), EGSB
intends to invoke Section 222 of the Capital Markets and Services Act,2007 ("CMSA")
to compulsorily acquire any outstanding Offer Shares for which valid acceptances have
not been received.
The Offer Price of RM0.65 is higher than RM0.55, being the highest price computed
based on Paragraph 1 .7(a),(b) and (c) of Practice Note 21 of the Code as represented
below:
(a)
(b)
(c)
volume weighted average market price ('VWAMP") of the downstream
company for the last 20 market days before the announcement of the take-over
offer made under subsection 11(71of the Code;
proportion of the price paid for the upstream entity over the interest in the
downstream company; and
highest price paid for the voting shares or voting rights of the downstream
company in accordance with Section 21 of the Code.
(The rest of this page has been intentionally left blank)
w\JW,r[:h.cnm rnv

frhf/8.
The Offer Price represents a premiumto the following market prices of TSCB Shares,
as traded on the Main Market of Bursa Malaysia Securities Berhad ("Bursa
Securities").
Share Price
Premium
RM RM %
Up to 18 January 2012, being the last
traded day before the date of the
Notice
Last traded market price
0.61
0.04
6.56
Five (S)-day MiVAMP
0.59
0.06
10.17
One (1)-month\ /VAMP
0.54
0.11
20.37
Three (3)-month \ ruAMP
0.53
0.12
22.64
Six (6)-month\AIVAMP
0.52
0.13
25.00
(Source: Bloomberg)
(v)
The Offer Price also represents:
(a)
(b)
(c)
A priceto-earnings multiple of 5.88 times based on the audited consolidated
basic earning-per-share of TSCB for the financial year ended ("FYE") 31 March
2011 of 11.05 sen;
A price-to-book multiple of 1.31 times based on the audited consolidated net
asset per TSCB Share as at 31 March 2011 of 49.79 sen; and
An enterprise value over earnings before interest, tax, depreciation and
amortisation multiple of 4.47 times based on the audited consolidated
accounts of TSCB for the FYE 31 March 2011.
3. BACKGROUND INFORMATION ON THE OFFEROR AND PACS
3.1 Offeror
EGSB is a special purpose private limited company incorporated
Malaysia under the
Companies Act, 1965 ("Act") on 31 May 2010. lt is principally involved in investment
holding.
The substantial shareholders of EGSB as at 23 December 2011. being the latest
practicable date before the date of this Notice ("LPD") are as follows:
Substantial shareholders
Dato' Lau Bong Wong*
Dato'Lau Eng Gyang*
Tan Sri Lau Tuang Nguang*
Lau Chia Nguang
Direct
Indirect
No. of
No. of
shares % shares %
15 25.00
15 25.00
15 25.00
15 25.00
Note:
* Directors of EGSB
wrruw.rhb.lnm. rY'lV

RH8}
The authorised and fully paid-up share capital of EGSB as at the LPD, is as follows:
Authorised share capital
lssued and paid-up share capital
No. of shares
100,000
60
Total
RM
100,000
60
3.2
PACs
The following sets out the list of PACs withEGSB pursuant to Section 216(2) and/or
216(3) of the CMSA:
Gorporate
No. Name
Relatlonshlp
1
2
J
4
5
AVSB
Kendo Trading
Lee Say Group
F.E Venture
Unlgold Capital
TSCB shareholder, subsidiary of EGSB, assoclate of
Unigold CapitalSdn Bhd ("Unlgold Gapital')
TSCB shareholder, subsidiary of Lee Say Group
TSCB shareholder, subsidiary of EGSB
TSCB shareholder, subsidiary of EGSB
AVSB shareholder
6 Safari Bird Pa* & WonderlandTSCB shareholder
Sdn Bhd ("Safari Blrd Park")
lndlvlduals
No. Name
1 Dato' Lau Bong Wong'
2 Dato'Lau Eng Guang*
3 Tan Sri Lau Tuang Nguang*
4 Lau Chia Nguang*
5 Lau Hai Nguan*
6 Datin Chua Ah Nia @ Chua
Kah Nui
7 Lau GhewHong
I
I
Puan SriWong Kee Choo
Datin Goh Kim Kool
10 Lau Joo Kiang
11 Lau Joo Yong
12 Lau Joo Kien Brian
13 Lau GeokJade
14 Na Yok Cheer
15 Nam Yok San#
16 Na Hap Cheng#
17 Nam Hiot< Joo#
Relationship
EGSB shareholder and Director, AVSB Director, Lee
Say Group Director, F.E Venture Director
EGSB shareholder and Director, AVSB Director,
Safarl Bird Park shareholder and Director
EGSB shareholder and Director, TSCB Dlrector,
AVSB Director, Lee Say Group Director
EGSB shareholder, Lee Say Group Director, Kendo
Trading Direc{or
TSCB shareholder, F,E Venture Director
TSCB shareholder and spouse of Dato' Lau Bong
Wong"
TSCB shareholder and daughter of Dato' Lau Bong
Wong'
TSCB shareholder and spouse of Tan Sri Lau Tuang
Nguang*
TSCB shareholder and spouse of Dato' Lau Eng
Guang*, Safari Bird Park shareholder
TSCB shareholder and son of Lau Chla Nguang"
TSCB shareholder and son of Dato' Lau Eng Guang*
TSCB shareholder and son of Dato' Lau Eng Guang*
TSCB shareholder and daughter of Dato' Lau Eng
Guang*
TSCB shareholder and Director, Unigold Capital
shareholder, AVSB Director
TSCB Directot Unigold Capital shareholder, AVSB
Director
TSCB shareholder, Unigold Capital shareholder and
Director, AVSB Director
TSCB shareholder, Unigold Capital shareholder and
Director
RHB Banking Croup
uarrur.rhb.corn.my

fr,t8.
No. Name
1B
Nam Hiok Yong*
19 Nam Hiok Yok#
20 Na E Fun
21 Na Eluen
22 Nam Ya Jun
23 Nam Ya Rui
24 Lau Jui Peng
25 Lau Joo Han
26 Lau Joo Hong
27 Lau Joo Heng
28 Goh Cha Boh @ Goh Hui
Siang
29 Datin Tan Chay Hoon
30 Lai Chong Koo
Relationship
TSCB shareholder, Unigold Capital shareholder and
Director
Unigold Capital shareholder
TSCB shareholder and son of Na Hap Chengo
TSCB shareholder and son of Na Hap Chengo
TSCB shareholder and son of Nam Yok San#
TSCB shareholder and daughter of Nam Yok San#
TSCB Director and son of the late Dato' Lau Chong
Wang*
TSCB Director and son of Dato' Lau Bong Wong*
Son of the late Dato' Lau Chong Wang*, AVSB
Director, Lee Say Group Director
Son of the late Dato' Lau Chong Wang*
Spouse of Lau Chia Nguang*
Spouse of Datuk Lau Chir Nguan*
Spouse of Lau Hai Nguan"
Nofes;
'
Lau brothers - the parties are connected by virtue of their family relationship as brothers.
# Nam brothers - the parties are connected by virtue of their family relationship as brothers.
The details of the PACs' direct and indirect shareholdings
TSCB as at the date of this Notice
are disclosed in Section 7 .1.3 of this Notice.
4.
TERMS AND CONDITIONS OF THE OFFER
The principal terms and conditions of the Offer, unless otherwise directed or permitted to be
varied by the SC, are as follows:
4.1 Offer Price
EGSB will pay a cash consideration of RM0.65 for each Offer Share to Holders who
accept the Offer.
Notwithstanding the provision in Section 4.4of this Notice, if TSCB declares anydividend
and/or other distributions ("Distributions") on or after the date of this Notice but prior to
the close of the Offer whereby EGSB is not entitled to retain such Distributions, EGSB
will reduce the cash consideration for each Offer Share by an amount equivalent to the
amount of the net Distributions which the Holder of such Offer Share is entitled to.
Holders may accept the Offer in respect of all or part of their Offer Shares. The cash
consideration payable to Holders who have accepted the Offer ("Accepting Holders")
in respect of their valid acceptance of the Offer will be rounded down to the nearest
whole sen. EGSB will not pay fractions of a sen.
4.2 Conditions of the Offer
After the completion of the LHHB Acquisition and Emivest Acquisition, EGSB and its
PACs hold in aggregate 118,710,697 voting shares in TSCB, representing
approximately 59.36% of the issued and paid-up share capital in TSCB, which is more
than 50% of the total voting shares of TSCB. Therefore, the Offer is unconditional upon
any minimum level of acceptances of Offer Shares.
wunv.rhb"cnrn"m!,

frfii8.
However, the Offer is conditional upon the following being obtained:
(i)
(ii)
the approval of the Equity Compliance Unit of the SC under the equity
requirements for public companies; and
the approval of any other relevant authorities
parties, if required.
4.3
Date of the Offer
The Offer will be made in conjunction with the posting of the Offer Document which will
not be later than 21 days from the date of this Notice or any extended time period as
may be approved or directed by the SC. We, on behalf of EGSB, will make an
application to the SC for the extension of time to post the Offer Document if EGSB
defers the date of the posting of the Offer Document ("Posting Date") beyond the
requisite 21 days.
Subject to Section 4.10(i) below, EGSB will post the Offer Documento the Holders
whose names appear in the Record of Depositors of TSCB at their last Malaysian
address maintained with Bursa Malaysia Depository Sdn Bhd ("Bursa Depository") as
at the latest practicable date before the Posting Date.
4.4
Warranties
EGSB will acquire the Offer Shares based on the acceptance by a Holder in
accordance with the Offer Document. Such acceptance will be deemed to constitute a
warranty by the Accepting Holder that the Offer Shares to which the acceptance relates
are sold:
(i)
(ii)
free from all and any moratoriums, claims, charges, liens, pledges, options,
rights of pre-emption, third party rights and equities and all other security
interests and/or encumbrances from the date of the valid acceptance; and
with all rights, benefits and entitlements attached thereto, including the right to
all dividends and/or distributions declared, paid or made on or after the date of
this Notice. the entitlement date of which is after the date of this Notice.
4.5 Duration of the Offer
(i)
( ii)
( iii)
(iv)
The Offer will remain open for acceptances until 5.00 p.m. (Malaysian time) on
the closing date which shall be a day which is not less than 21 days but not
more than 60 days from the Posting Date ("Closing Date") unless EGSB
withdraws the Offer with the SC's written approval and in such event, every
person shall be released from any obligation arising under the Offer.
Subjecto the provisions of the Code, EGSB may extend the Offer beyond the
Closing Date. lf the Offer is extended, the Offer shall remain open for
acceptances for at least another 14 days from the Closing Date. Any extension
of the Offer will be announced by us on behalf of EGSB no later than two (2)
days preceding the relevant Closing Date. Notices of such extension will be
sent to the Holders accordingly.
lf the Offer is revised after the Posting Date, it will remain open for acceptances
for at least 14 days from the date of posting of the written notification of the
revision to the Holders. Where the terms are revised, the revised benefits of
the revised Offer will be made available to the Accepting Holders who have
previously accepted the Offer.
The Offer may not be revised after the 46th day from the Posting Date.
wt Jw. rlth. r:r-m " tlty

frH8.
(v)
A take-over offer shall be deemed to be closed prior to the expiry date as
stated in the Offer Document when:
(a) the Offeror receives acceptances amounting to all of the voting shares
or voting rights to which the Offer relates;
(b)
(c)
the Holders have received the independent advice circular, if the
requirement of appointment of an independent adviser has not been
exempted in writing by the SC; and
the Offeror has made an announcement to inform the SC in writing and
announce to Bursa Securities before 9.00 a.m. (Malaysian time) on the
market day following the day on which the Offer is closed or in the
event that the Offer is extended, the next market day following the day
on which such extended offer is due to expire, under Section 26 of the
Code.
4.6
Rights of withdrawal by an Accepting Holder
All acceptances of the Offer by a Holder shall be irrevocable as the Offer has been
declared unconditional as to acceptances as at the date of this Notice.
However, any Holder is entitled to withdraw his/its acceptance if EGSB fails to comply
with any of the requirementset out in Section 4.9(i) below by the close of trading of
Bursa Securities on the market day after the day on which the Offer closes as to
acceptances, revised or extended ("Relevant Day"). In such an event, an Accepting
Holder is entitled to withdraw his or its acceptance immediately after the Relevant Day.
Notwithstanding the above, SC may terminate the above right of withdrawal of an
acceptance if EGSB has complied with the requirements of Section 4.9(i) within eight (8)
days from the Relevant Day where the expiry of the eight (8) from the Relevant Day
shall not fall after the 60th day from the Posting Date.
However, the right of any Holder who has withdrawn his acceptance shall not be
prejudiced by the termination of such right of withdrawal by the SC.
4.7
Withdrawal of Offer by EGSB
EGSB can only withdraw the Offer with the prior written approval of the SC.
4.8
Method of settlement
Other than EGSB's right to reduce the cash consideration for the Offer Shares as set
out in Section 4.1 above and except with the consent of the SC, which would only be
granted in certain circumstances in which all Accepting Holders were to be treated
similarly, EGSB will settle the consideration in full in accordance with the terms and
conditions of the Offer without regard to any lien, right of set-off, counter claim or other
analogous rights to which EGSB may be entitled againsthe Accepting Holders. This,
however, is without prejudice to EGSB's rights to make any claim againsthe Accepting
Holders after such full settlement in respect of a breach of any of the warrantieset out
in Section 4.4 above.
The settlement for the Offer Shares will be effected via remittances in the form of
cheque(s), banker's draft(s) or cashier's order(s) which will be despatched by ordinary
mail to the Accepting Holders (or their designated agents, as they may direct) at the
Accepting Holders' registered address last maintained with Bursa Depository at their
own risk.
w\nJttr. f'l'! n. fl{-.tll . nly

frrflfi.
EGSB will post the cash consideration for the Offer Shares within ten (10) days from
the date of receipt of valid acceptances. This is provided that all such acceptances are
deemed by EGSB to be complete and valid in all respects in accordance with the terms
and conditions in the Offer Document.
Holders (including without limitation custodians, nominees and trustees) who are
citizens or nationals of, or residents in, or have registered addresses in jurisdictions
outside Malaysia, or are incorporated or registered with or approved by any authority
outside Malaysia or are non-residents within the definition of the Exchange Control of
Malaysia Notices issued by Bank Negara Malaysia ("Non-Resident Holders") are
advised that the settlement for the acceptance of the Offer will be made in RM.
Non-Resident Holders who wish to convert the consideration received into foreign
currency for repatriation may do so after payment of the appropriate fee and/or charges
as levied by the respective financial institutions.
4.9
An nouncement of acceptances
(i)
EGSB shall inform the SC and Bursa Securities and announce by way of a
press notice before trading in securities commences on Bursa Securities on
the Relevant Day, the following information:
(a)
(b)
The position of the Offer, that is,
revised or extended; and
as to whether the Offer is closed.
The total number of Offer Sharestogether with the percentage of the
issued and paid-up share capital of TSCB represented by such Offer
Shares:
(aa)
(bb)
(cc)
(dd)
for which acceptances of the Offer have been received after
the Posting Date;
held by EGSB and its PACs as at the Posting Date;
agreed to be acquired during the Offer Period but after the
Posting Date, and shall specify the percentage of the relevant
classes of share capital represented by these figures; and
acquired between the date of this Notice and Relevant Day
and shall specify the percentage of the relevant classes of
share capital represented by these figures.
(ii)
(iii)
In computing the acceptances of Offer Shares for announcement purposes,
EGSB may include or exclude acceptances which are not in order or which are
subject to verification.
References to the making of an announcement or the giving of notice by EGSB
shall include the following:
(a)
(b)
release of an announcement by us or EGSB's advertising agent(s) to
the press; and
the delivery of or transmission by facsimile or Bursa Securities' Listing
Information Network (also known as Bursa LINK) of an announcement
to Bursa Securities.
(iv)
Any announcement made otherwise than to Bursa Securitieshall be notified
simultaneously to Bursa Securities, if applicable.
WfatW fhl: c.r'm r-a.ly

trft8.
4,10 General
(i)
All communications, notices, documents and payments to be delivered or sent
to the Holders or their designated agents will be sent by ordinary mail to the
Holders' registered Malaysian address last maintained with Bursa Depository
at their own risk. Foreign shareholders with no registered Malaysi addresses
who wish to receive communications, notices and documents in relation to the
Offer should ensure that they have their foreign mailing addresses changed to
a registered Malaysian address. In any event, the Offer Document shall be
made available on the website of Bursa Securities at www.bursamalaysia.com
upon issuance.
Unless the contrary is proved, the delivery of the communication, notice,
document or payment shall be presumed to be effected by properly addressing,
prepaying and posting by ordinary mail, the communication, notice, document
or payment and such delivery shall be presumed to have been effected at the
time when the communication, notice, document or payment would have been
delivered in the ordinary course of mail.
( ii)
( iii)
(iv)
(v)
Accidental omission to post the Offer Documento any Holder to whom the
Offer is made shall not invalidate the Offer in any way.
The Offer and all acceptances received under the Offer will be construed under
and governed by the laws of Malaysia. The courts of Malaysia will have
exclusive jurisdiction in respect of any proceedings brought in relation to the
Offer.
The acceptances of a Holder shall not exceed his or its total holding of Offer
Shares, failing which EGSB has the right to treat such acceptances as invalid.
Nevertheless, EGSB also reserves the right to treat any acceptance of a
Holder exceeding his or its total holding of Offer Shares as valid for and to the
extent of his or its total holding of Offer Shares.
The Form of Acceptance and Transfer included in the Offer Document will
contain the following:
(a)
(b)
(c)
provisions for the acceptance of the Offer and the transfer of the Offer
Shares to EGSB or its appointed nominee(s);
instructions to complete the Form of Acceptance and Transfer; and
other matters incidental to the acceptance of the Offer and the transfer
of the Offer Shares to EGSB or its appointed nominee(s).
No acknowledgement of the receipt of the Form of Acceptance and Transfer
will be issued.
(vi)
All costs and expenses of or incidental to the preparation and posting of the
Offer Document (other than professional fees and other costs relating to the
Offer incurred by TSCB) will be borne by EGSB. Malaysian stamp duty and
Malaysian transfer fees, if any, resulting from acceptances of the Offer will also
be borne by EGSB. Accepting Holders will, however, bear all costs and
expenses incidental to their acceptance of the Offer other than the aforesaid
costs, expenses, stamp duty and transfer fees to be borne by EGSB.
For the avoidance of doubt, the payment of any transfer fees, taxes, duties,
costs, expenses or other requisite payments due in a jurisdiction outside
Malaysia or the payment of any levy for the repatriation of capital or income tax
shall not be borne by EGSB.
WtrtfW. rn h. ca\trTi. fTIV

RHBO
5. LISTING STATUS OF TSCB AND COMPULSORY ACQUISITION
5.1
Llstlng Status of TSCB
(i)
(ii)
Under Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa
Securities ("Llstlng Requlrernents"), TSCB must ensure that at least 25% of
its total listed shares (excluding treasury shares) are in the hands of public
shareholders to maintain the continued listing of TSCB Shares. Bursa
Securities may accept a percentage lower than 25o/ of the total number of
listed shares (excluding treasury shares) if it is satisfled that such lower
percentage is sufficientfor a liquid market in such shares. A listed issuer which
fails to maintain the required shareholding spread may request for an
extension of time to rectify the situation in the manner as may be prescribed by
Bursa Securities. Where no extension of time is granted by Bursa Securities,
Bursa Securities may suspend trading ln the securitles of the listed lssuer
and/or de-listhe listed issuer.
SubJect to Section 5.2 below, EGSB intends to comply with the required
public shareholding spread for TSCB and to mafntaln the llstlng status
of TSCB on the Main Market of Bursa Securltles. In the event TSCB is
unable to comply with the public shareholding spread requirement of Bursa
Securities as a result of acceptances received pursuanto the Offer, EGSB
intends to explore various options or proposals within three (3) months from
the Closing Date, or such extended timeframe as allowed by the relevant
authoritles to rectify the shortfall in the public shareholding spread of TSGB.
However, this shall be subjecto market vagaries and relevanl approval from
regulatory authorities, where applicable. Therefore, there can be no assurance
that EGSB will be able to rectify the shortfallwithin the timeframe as allowed by
the relevant authorities or that lhe relevant authorities will grant any further
extensions of tirne, Should EGSB fail to comply with the public shareholding
spread after exhausting all options or proposals, EGSB will have to review ihe
listing status of TSCB.
5.2 Compulsory Acquisitlon
(i)
( ii)
Section 222 of the CMSA provides that where a take-over offer by an offeror to
acquire allthe shares in an offeree has, within four (4) rnonths after making the
take-over offer, been accepted by the holders of not less than nine-tenths in
the nominal value of those shares (excluding shares already held at the date of
the take-over offer by the offeror or its PACs), the offeror may, at any time
within two (2) months after the take-over offer has been so accepted, give
notice to any shareholder of the offeree who has not accepted the Offer
("Dlssenting Shareholder") that it desires to acquire his or its shares, subject
to the offeror complying with Section 222 of the CMSA.
lf the Offer is accepted by the Holders of not less than nine'tenths in the
nominal value of the Offer Shares, EGSB intends to invoke Section 222 of
the CMSA to compulsorily acquire any outstanding Offer Shares for
whlch valld acceptances have not been received, and the requisite steps
will thereafter be taken to de-list TSCB Shares frorn the Official List of Bursa
Securities. Under such circumstances, all the Holders of these Offer Shares
will be paid in eash for the Offer Shares cornpulsorily acquired equivalento the
offer Price and on the same terms as set out in the offer Document.
RHI Banking Group
www.rhb.com.my

nH8.
(iii)
(iv)
lf EGSB receives acceptances from the Holders resulting in EGSB holding not
less than nine-tenths
nominal value of the existing issued and paid-up share
capital of TSCB (excluding TSCB Shares already held at the date of the Offer
by EGSB and its PACs) on or before the Closing Date, a Dissenting
Shareholder may exercise his or its rights, under Section 223 of the CMSA, by
serving a notice on EGSB to require EGSB to acquire his or its TSCB Shares
on the same terms as set out in the Offer Document or such other terms as
may be agreed between EGSB and such Dissenting Shareholder.
lf the Dissenting Shareholder invokes the provisions of Section 223 of the
CMSA for the compulsory acquisition of any remaining Offer Shares after the
Offer, EGSB shall acquire such Offer Shares in accordance with the provisions
of the CMSA, subject to the provisions of Section 224 of the CMSA. In
accordance with Section 224 of the CMSA, when a Dissenting Shareholder
exercises his or its rights under Section 223 of the CMSA, the court may, on an
application made by such Dissenting Shareholder or by EGSB, order that the
terms on which EGSB shall acquire such Offer Shares shall be as the court
thinks fit.
6.
FINANCIAL RESOURCES
EGSB confirms that the Offer will not fail due to insufficient financial capability of EGSB and that
every Holder who wishes to accept the Offer will be paid in full by cash.
We, as the principal adviser of EGSB for the implementation of the Offer, are satisfied that there
are sufficient resources available to EGSB such that the Offer will not fail due to EGSB's
insufficient financial capability and that every Holder who wishes to accept the Offer will be paid
in full by cash.
7.
DISCLOSURE OF INTERESTS IN TSCB
7.1 Disclosure of interests in TSCB Shares
7.'1.1 By EGSB
After the completion of the LHHB Acquisition and Emivest Acquisition, EGSB's
interest in TSCB Shares are as follows:
Direct
No. of TSCB
Shares
Indirect
No. of TSCB
% Shares %
EGSB
1,484,837 0]4 107,246,001(1) $.62
Nofe;
(1)
Deemed interested by virtue of its interest in the AVSB, Kendo Trading, Lee Say Group and
F.E Venture pursuant to Section 64 of the AcL
11 w\ iw. ril h. co! n . nlv

frhr8.
7.1.2 By the Shareholders and Directors of EGSB
After the completion of the LHHB Acquisition and Emivest Acquisition, the
shareholders and Directors of EGSB whom have interest in TSCB Shares are
as follows:
Direct
No. of TSCB
Shares
Yo
Indirect
No. of TSCB
Shares
Dato' Lau Bong Wong
Dato' Lau Eng Guang
Tan Sri Lau Tuang
Nguang
Lau Chia Nguang
- 10g,730,83g(?/ 54.36
- 108,730,838(7/ 54.36
- io8,g43,63g(t)(z) s4.47
- 109,730,838(7/ 54.36
Nofes;
(1)
Deemed interested by virtue of his interesf rn EGSB pursuant to Section 64 of the Act.
(2)
Deemed interested by virtue of his spouse, Puan Sri Wong Kee Choo's interest in TSCB
pursuant to Section 13aftQ@) of the AcL
7.1.3 By the PACs
As at the date of this Notice. the PACs whom have interest in TSCB Shares are
as follows:
Name
Direct
No. of TSCB
Shares
Indirect
No. of TSCB
Shares %
AVSB
Kendo Trading
Lee Say Group
F.E Venture
Unigold Capital
Safari Bird Park
Lau Hai Nguan
Datin Chua Ah Nia
@ Chua Kah Nui
Lau Chew Hong
102,246,001
2,000,000
2,000,000
1,000,000
222,100
60,000
20,000
100,000
51.12
1.00
1.00
0.50
0.11
0.03
0.01
0.05
2,000,000(?/ 1.00
102,246,001(2) 51.12
Puan Sri Wong Kee
Choo
Datin Goh Kim Kooi
Lau Joo Kiang
Lau Joo Yong
Lau Joo Kien Brian
Lau Geok Jade
Na Yok Chee
Na Hap Cheng
Nam Hiok Joo
Nam Hiok Yong
Na E Fun
Na Eluen
Nam Ya Jun
Nam Ya Rui
Nam Yok San
212,800
1 ,165,000
6,241,766
1,335,500
457,500
50,000
1,450
60,526
1,068
1,249
4,900
8,000
8,000
30,000
0.11
0.58
3.12
0.67
0.23
0.03
0.03
222,100(3)_ O '1
102,246,001(i) 511;
102,246,001@_ 51.12
0.02
- 102,284,001@(5) s1.14
12 w\^JW"riln.r:om, tny

tr$ffft
Nofes:
n Negligible.
(1)
Deemed interested by virtue of its interest in Kendo Trading pursuantto Section 64 of the Act.
(2)
Deemed interested by virtue of its interesf rn AVSB pursuant to Section 64 of the Act.
(3)
Deemed interested by virtue of her interest in Safari Bird Park pursuanto Section 64 of the
Act.
(4)
Deemed interested by virtue of their interest in ttnigold Capital pursuant to Section 64 of the
Act.
(5)
Deemed interested by virtue of his spouse and/or children's rnferesfs in fSCB pursuant to
Secfion 13a()@) of the Act.
7.1.4 By persons who have irrevocably committed to accept the Offer
As at the date of this Notice, EGSB has not received any irrevocable
undertaking from any Holder to accept the Offer in respect of that Holder's
holdings of the Offer Shares.
8. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of EGSB has seen this Notice and has approved the issuance of this
Notice. They collectively and individually accept full responsibility for the accuracy of the
information given and confirm that, after making all reasonabl enquiries and to the best of their
knowledge and belief, there are no false or misleading statements or other material facts, the
omission of which would make any statement in this Notice false and/or misleading.
9. PUBLIC RELEASE
ln accordance with the provisions of the Code, copies of this Notice will be released to the press
and forwarded to the SC and Bursa Securities for public release.
(The rest of this page has been intentionally left blank)
13 wttlw.rhb-crrrl .!ny

trffff.
We would be grateful if you would acknowledge receipt by signing and returning to us the duplicate of
this Notice.
Yours faithfully,
RHB INVESTMENT BANK BERHAD
Head,
Investment Banking
Corporate Finance
TO:
RHB INVESTMENT BANK BERHAD
We, Teo Seng Capital Berhad, hereby acknowledge receipt of this Notice of unconditional take-over
offer by Emerging Glory Sdn Bhd through RHB Investment Bank Berhad dated 19 January 2012.
On behalf of the Board of Directors of
Teo Seng Capital Berhad
Name
Designation
Date 11 1r wnfl wl>
14 wtrrvv. r'h i:. r.,nl rltv