TEO SENG CAPITAL BERHAD

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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
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TEO SENG CAPITAL BERHAD

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