TEO SENG CAPITAL BERHAD

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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
Page 1 and 2: THIS NOTIFICATION IS IMPORTANT AND
Page 3 and 4: 2. APPOINTMENT OF INDEPENDENT ADVIS
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Page 11 and 12: frrflfi. EGSB will post the cash co
Page 13 and 14: RHBO 5. LISTING STATUS OF TSCB AND
Page 15 and 16: frhr8. 7.1.2 By the Shareholders an
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TEO SENG CAPITAL BERHAD

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