TEO SENG CAPITAL BERHAD

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(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However, the right of any Holder who has withdrawn his acceptance shall not be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.
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