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MUDAJAYA GROUP BERHAD M&A Activity 2026
71119_rns_2026-05-27_a4caaa52-b8bf-4616-927a-7246f12fa9da.pdf
M&A Activity
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MUDAJAYA GROUP BERHAD ("MUDAJAYA" OR THE "COMPANY")
PROPOSED DISPOSAL
The exchange rate of Hong Kong Dollar ("HKD") 1.00 : RM0.5062, being the middle rate quoted by Bank Negara Malaysia ("BNM") as at 5.00 p.m. on 26 May 2026 (being a market day preceding the date of this announcement) is used throughout this announcement, unless otherwise stated.
1. INTRODUCTION
On behalf of the Board of Directors of Mudajaya ("Board"), UOB Kay Hian (M) Sdn Bhd (formerly known as UOB Kay Hian Securities (M) Sdn Bhd) ("UOBKH") wishes to announce that Xelmont Limited ("Xelmont" or the "Vendor"), an indirect wholly-owned subsidiary of Mudajaya had on 28 May 2026 entered into a conditional share sale agreement ("SSA") with Minyi Holdings Limited ("MHL" or the "Purchaser") for the proposed disposal of 45% equity interest in Real Jade Limited ("Real Jade") ("Sale Shares") for a disposal consideration of HKD234.00 million (equivalent to RM118.45 million) ("Disposal Consideration") ("Proposed Disposal") and settlement of debt owing by Xelmont to MHL ("Debt Owing to MHL") amounting to an aggregate of HKD244.97 million (equivalent to RM124.00 million) as at 30 April 2026 by way of set-off against the Disposal Consideration and the remaining debt of HKD10.97 million together with interest on the principal amounts of the said debt thereon to be paid in cash ("Settlement").
The Proposed Disposal is deemed as a related party transaction ("RPT") pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements") by virtue of the interest of MHL being a major shareholder of Mudajaya in relation to the Proposed Disposal as set out in Section 8 of this announcement. Accordingly, SCS Global Advisory (M) Sdn Bhd ("SCS Global") has been appointed as the Independent Adviser to advise the non-interested directors and non-interested shareholders of the Company in relation to the Proposed Disposal.
Further details of the Proposed Disposal are set out in the ensuing sections of this announcement.
2. DETAILS OF THE PROPOSED DISPOSAL
Background information on Real Jade
On 9 November 2022, Xelmont completed the acquisition of 100% equity interest in Real Jade from MHL ("Acquisition"). Through its subsidiaries, Real Jade is principally involved in the manufacturing, sales and trading of cement in People's Republic of China ("PRC"). It is also involved in the provision of energy conservation and reuse solutions through the installation of energy efficient and environmentally friendly air-conditioning systems and heating systems for commercial, residential and industrial buildings. Pursuant to the Acquisition, Real Jade has contributed to the Group's trading and manufacturing business, by extending the Group's revenue stream and business operations into the PRC.
Notwithstanding the above, Real Jade's revenue has been declining over the past 3 financial years up to the financial year ended ("FYE") 31 December 2025 and it recorded a loss for the FYE 31 December 2025, primarily due to soft demand in the cement and clinker market in PRC, as further detailed in Section 2.1 of this announcement. Given that Real Jade is an indirect wholly-owned subsidiary of Mudajaya, the losses for the FYE 31 December 2025 had also affected the overall financial performance of Mudajaya and its subsidiaries ("Mudajaya Group" or the "Group").
Taking into consideration the evolving market conditions in the cement and clinker industry in the PRC, the Board is of the opinion that the Proposed Disposal presents an opportunity for the Group to unlock and monetise part of its investment in Real Jade while retaining a controlling stake in Real Jade, thereby allowing the Group to continue participating in any potential future growth and operational improvements of Real Jade. The Proposed Disposal will also enable the Group to optimise its investment exposure in the PRC cement market and allow the Group to reallocate management focus toward strengthening its existing core businesses.
Separately, MHL had previously granted loans to Real Jade, Mudajaya and Xelmont amounting to an aggregate sum (including interest thereon) of HKD244.97 million as at 30 April 2026. In conjunction with the Proposed Disposal, and given that Xelmont and Real Jade are wholly-owned subsidiaries of Mudajaya, the parties (i.e. Mudajaya, Xelmont and Real Jade) had mutually agreed to novate and transfer all rights, liabilities and obligations under the respective loan agreements to Xelmont as part of an internal debt restructuring exercise. Thereafter, the Debt Owing to MHL (i.e. the amount being HKD244.97 million as at 30 April 2026 payable by Xelmont to MHL) will be set off against the Disposal Consideration (i.e. HKD234.00 million payable by MHL to Xelmont), with the remaining balance of HKD10.97 million together with interest on the principal amounts of the said debt calculated up to the completion date of the SSA to be satisfied by Xelmont to MHL in cash. For the avoidance of doubt, the Settlement Sum (defined in Section 2.3 herein) of HKD244.97 million is stated as at 30 April 2026, and interest shall continue to accrue up to the completion date of the SSA. Any additional interest accrued shall be settled in cash by Xelmont upon completion.
Further details of the Debt Owing to MHL are set out in Section 2.2 of this announcement.
Details of the Proposed Disposal
Xelmont had on 28 May 2026 entered into the SSA with MHL for the disposal of 45 ordinary shares in Real Jade, representing 45% equity interest in Real Jade to MHL, for a Disposal Consideration of HKD234.00 million and settlement of Debt Owing to MHL amounting to an aggregate of HKD244.97 million.
The settlement of debt is by way of set-off against the Disposal Consideration of HKD234.00 million and the remaining debt of HKD10.97 million together with any interest calculated up to the completion date of the SSA to be paid by Xelmont to MHL in cash.
For illustrative purposes, the settlement mechanism of the Debt Owing to MHL and the shareholding structure of Mudajaya as at 26 May 2026, being the latest practicable date prior to this announcement ("LPD") and upon completion of the Proposed Disposal are as follows:-
Settlement of Debt Owing to MHL
Shareholding structure before and after the Proposed Disposal
At present, Real Jade is an indirect wholly-owned subsidiary of Mudajaya and upon completion of the Proposed Disposal, Real Jade will become an indirect $55\%$ -owned subsidiary of Mudajaya.
For the avoidance of doubt, the Proposed Disposal is not classified as a Major Disposal pursuant to Paragraph 10.02(1)(eA) of the Listing Requirements as the completion of the Proposed Disposal will not result in Mudajaya Group being classified as a cash company, affected listed issuer or Practice Note 17 Issuer pursuant to Paragraphs 8.03, 8.03A and 8.04 of the Listing Requirements, respectively. Further, Real Jade does not fall under the definition of a major subsidiary pursuant to Paragraph 1.01 of the Listing Requirements, given that Real Jade did not contribute $70\%$ or more of the profit before tax or total assets employed of Mudajaya Group on a consolidated basis, based on the latest audited financial statements of Real Jade and Mudajaya Group for the 12-month FYE 31 December 2025.
Please refer to Appendix I of this announcement for the salient terms of the SSA.
2.1 Information on Real Jade
Real Jade was incorporated in British Virgin Islands ("BVI") under the BVI Business Companies Act, 2004 on 22 July 2019 as a limited company. As at LPD, Real Jade has an authorised share capital of USD50,000 consisting of 50,000 ordinary shares of USD1 each and an issued and paid-up capital of USD100 comprising 100 ordinary shares of USD1 each which are all held by the Vendor.
Real Jade is principally engaged in investment holding. Through its subsidiaries, Real Jade commenced its business in 1993 and is principally involved in the manufacturing, sales and trading of cement in PRC. In addition, Real Jade and its subsidiaries ("Real Jade Group") is also involved in the provision of energy conservation and reuse solutions through the installation of energy efficient and environmentally friendly air-conditioning systems and heating systems for commercial, residential and industrial buildings.
Real Jade Group conducts its manufacturing operations of cement and clinker solely in PRC and its customer base is predominantly located in PRC. Limestone and clay are the main raw materials for its manufacturing or cement which is sourced locally in PRC. These raw materials are readily available and obtainable from local suppliers in PRC.
Real Jade Group's manufacturing operations begin with sourcing the raw materials with the appropriate quality and texture (such as limestone and clay) from external suppliers. The raw materials are first crushed, grounded into finer particles and carefully stored in silos. The exact amount of the required materials are weighed out to a careful proportion and then burned in a cement kiln at temperatures up to $1,350^{\circ}\mathrm{C}$ to $1,550^{\circ}\mathrm{C}$. The burned product emerges from the kiln as small nodules of clinker. These pass into coolers, where the heat is transferred to incoming air and the product cooled. The clinker may be immediately ground to cement or stored in stockpiles for later use. The resulting cement and clinker is then packaged and transported to construction players.
As at the LPD, Real Jade Group owns and operates a production plant located in Dunzhuangcun, Jiantouji Town, Taierzhuang District, Zaozhuang, 277405, Shandong, PRC, with a total land area of approximately 1.40 million square feet for their manufacturing of cement and clinker. The production plant has been operational for 21 years since 2005 and has a maximum annual capacity of 1,460,000 tonnes per annum as at the LPD. It had been operating with an annual production output over the financial years under review as follows:-
| | FYE 31
December 2023 | FYE 31
December 2024 | FYE 31
December 2025 |
| --- | --- | --- | --- |
| Annual production output
(tonnes) | 822,000 | 398,000 | 196,000 |
Real Jade Group has expanded its daily production capacity from 2,500 tonnes per day to 4,000 tonnes per day. The upgrading exercise was commenced in late-2024 and completed in March 2026 and Real Jade Group is expected to achieve full production capacity by the early-third quarter of 2026. The expansion is anticipated to enhance efficiency, reduce costs and reinforce the Group's commitment to sustainable operations, which may contribute positively to the earnings of the Group from the FYE 31 December 2026 onwards.
The details of the directors and shareholder of Real Jade and their respective direct and indirect shareholdings in Real Jade as at the LPD are as follows:-
| Name | Designation | Nationality/
place of
incorporation | <---Direct---> | | <---Indirect---> | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | No. of
shares | %1 | No. of
shares | %1 |
| Ng Qing Hai | Director | Chinese | - | - | - | - |
| James Wong Tet Foh | Director | Malaysian | - | - | - | - |
| Chew Chee Wai | Director | Malaysian | - | - | - | - |
| Xelmont | Shareholder | BVI | 100 | 100.00 | - | - |
Note:-
1 Based on the total issued shares of 100 in Real Jade.
As at the LPD, the subsidiaries of Real Jade are as follows:-
| Company | Date/ place of incorporation | Effective equity interest (%) | Issued and paid-up share capital | Principal activities | |
|---|---|---|---|---|---|
| Splendid Link Limited | 19 November 2010/ | ||||
| BVI | 100.00 | USD1 | Investment holding | ||
| Shanghai Cement Limited | Allied Holdings | 21 May 2001/ | |||
| Hong Kong | 100.00 | HKD10,000,000 | Investment holding |
| Company | Date/ place of incorporation | Effective equity interest (%) | Issued and paid-up share capital | Principal activities |
|---|---|---|---|---|
| SAC Intellectual Properties Limited | 11 March 2010/ BVI | 100.00 | USD1 | Investment holding |
| Silver Bloom Holdings Limited | 18 February 2019/ Hong Kong | 100.00 | HKD10,000 | Investment holding |
| All-Shanghai Inc. | 1 March 1993/ BVI | 83.33 | USD15,376,500 | Investment holding and cement business |
| All-cement Limited | 5 January 2001/ BVI | 100.00 | USD1 | Investment holding and cement business |
| Shandong Allied Wangchao Cement Limited | 29 December 2003/ PRC | 100.00*1 | USD53,980,000 | Manufacture and sales of cement and clinker |
| The production plant of Real Jade Group is operated by this subsidiary | ||||
| Shanghai Allied Cement Co., Limited | 31 December 1993/ PRC | 50.00 | USD104,000,000 | Trading of cement and clinker |
| Shandong Shanghai Allied Cement Co., Ltd | 8 June 2001/ PRC | 100.00 | USD1,000,000 | Manufacture and sales of slag |
| Zaozhuang Laisheng New Building Materials Co., Ltd | 2 November 2020/ PRC | 70.00 | USD3,500,000 | Manufacture and sales of buildings stones |
| Shanghai Guorui Tongshun Environmental Protection Technology Co., Ltd | 29 July 2016/ PRC | 70.83 | RMB12,000,000 | Provision of energy conservation and reuse solutions |
| Shanghai Guokunsheng Construction Group Co., Ltd | 7 August 2020/ PRC | 36.12 | RMB3,000,000 | Provision of energy conservation and reuse solutions |
Note:-
*1 Pursuant to the trust agreement dated 20 May 2020, Shanghai Allied Cement Holdings Limited had entrusted All-Shanghai Inc. to hold 12.53% of the equity interest in Shandong Allied Wangchao Cement Limited on its behalf. The decision was arrived at after commercial negotiation amongst the subsidiaries, which will not have any impact to the group's structure.
As at the LPD, save for Shanghai Guokunsheng Construction Group Co., Ltd, Real Jade does not have associate companies and joint venture companies.
A summary of Real Jade's financial information based on its audited financial statements for the past 3 financial years up to the FYE 31 December 2025 as follows:
| FYE 31 December | ||||||
|---|---|---|---|---|---|---|
| 2023 HKD'000 | 2023 RM'000* | 2024 HKD'000 | 2024 RM'000* | 2025 HKD'000 | 2025 RM'000* | |
| Revenue | 401,319 | 235,815 | 268,080 | 154,521 | 203,306 | 106,065 |
| Gross profit | 103,980 | 61,099 | 106,334 | 61,291 | 46,312 | 24,161 |
| Profit/ (loss) before taxation ("PBT"/(LBT)) | 51,634 | 30,340 | 42,124 | 24,280 | (30,945) | (16,144) |
| Profit/ (loss) after taxation ("PAT"/(LAT)) | 29,822 | 17,523 | 22,429 | 12,928 | (40,440) | (21,098) |
| Share capital | - | - | - | - | - | - |
| Net assets ("NA") | 376,402 | 221,174 | 368,816 | 212,586 | 334,421 | 174,467 |
| Bank balances and cash | 174,284 | 102,409 | 76,969 | 44,365 | 94,110 | 49,097 |
| Bank and other borrowings | 506,799 | 297,795 | 336,458 | 193,934 | 328,787 | 171,528 |
| No. of ordinary shares in issues ('000) | 1 | 1 | 1 | 1 | 1 | 1 |
| Gross profit margin (%) | 25.91 | 25.91 | 39.67 | 39.67 | 22.78 | 22.78 |
| PBT/ (LBT) margin (%) | 12.87 | 12.87 | 15.71 | 15.71 | (15.22) | (15.22) |
| PAT/ (LBT) margin (%) | 7.43 | 7.43 | 8.37 | 8.37 | (19.89) | (19.89) |
| Earnings/ (loss) per share ("EPS"/(LPS)) | 29,822 | 17,523 | 22,429 | 12,928 | (40,440) | (21,098) |
| NA per share | 376,402 | 221,174 | 368,816 | 212,586 | 334,421 | 174,467 |
| Current ratio (times) | 1.42 | 1.42 | 1.77 | 1.77 | 1.24 | 1.24 |
| Gearing ratio (times) | 1.35 | 1.35 | 0.91 | 0.91 | 0.98 | 0.98 |
Note:-
The HKD amount as per the above financial statements have been translated into RM amount based on the following middle rate quoted by BNM as at 5.00 p.m. on the respective end dates for each financial years under review, as follows:
FYE 31 December 2023 HKD1.00 : RM0.5876
FYE 31 December 2024 HKD1.00 : RM0.5764
FYE 31 December 2025 HKD1.00 : RM0.5217
For the FYE 31 December 2023 to FYE 31 December 2025, there was no:-
i. exceptional or extraordinary item during the financial years under review;
ii. accounting policy adopted by Real Jade which are peculiar to Real Jade because of the nature of its business or the industry it is involved in; and
iii. audit qualification of the financial statements of Real Jade for the financial years under review.
Commentary on Real Jade's financial performance based on its audited consolidated financial statements for the past 3 financial years up to the FYE 31 December 2025 are set out below.
FYE 31 December 2024 vs FYE 31 December 2023
For the FYE 31 December 2024, Real Jade recorded revenue of HKD268.08 million (RM154.52 million), which represents a decline of HKD133.24 million (RM81.29 million) or approximately $33.20\%$ as compared to the preceding financial year of HKD401.32 million (RM235.82 million). The decline in revenue was mainly in conjunction with the following:
i. decline in manufacturing and sales of cement and clinker by HKD104.02 million (RM62.27 million) due to lower selling prices of cement and lower production output as a result of lower demand in 2024;
ii. decline in trading of cement by HKD23.14 million (RM14.00 million) due to weaker demand for the products locally; and
iii. decline in provision of service on environmental protection and energy conservation by HKD5.58 million (RM3.64 million) following the completion of certain existing projects.
Further, Real Jade recorded a PAT of HKD22.43 million (RM12.93 million) for the FYE 31 December 2024, which represents a decline of HKD7.39 million (RM4.60 million) or approximately 24.79% as compared to the PAT of HKD29.82 million (RM17.52 million) in the preceding financial year. The lower PAT position was mainly in conjunction with the following:
i. increase in impairment loss on trade and bills receivable and other receivables by HKD14.18 million (RM8.31 million) due to increased credit risk; and
ii. decline in other income and other gains or losses by HKD7.31 million (RM4.42 million) due to the absence of a reversal of over accrued expenses amounting to HKD5.00 million (RM2.88 million) recorded in the previous financial year, and lower subsidy income by HKD2.26 (RM1.30 million) million due to reduced production at the manufacturing plant.
The decline in PAT was partially offset by:
i. decline in of impairment loss on loan receivables by HKD5.44 million (RM3.22 million), in line with the reduction in the remaining carrying amount subject to impairment assessment; and
ii. decline in administrative expenses by HKD3.13 million (RM2.32 million) due to lower staff costs.
FYE 31 December 2025 vs FYE 31 December 2024
For the FYE 31 December 2025, Real Jade recorded revenue of HKD203.31 million (RM106.07 million), which represents a decline of HKD64.77 million (RM48.46 million) or approximately 24.16% as compared to the preceding financial year (FYE 31 December 2024: HKD268.08 million (RM154.52 million)). The decline in revenue was mainly attributable to lower manufacturing and sales of cement, amid the cement plant's expansion programme during the financial year under review and soft market demand. This reduction in production is reflected in the decrease in annual output from 398,000 tonnes in the preceding financial year to 196,000 tonnes in the financial year under review.
The decline in revenue was partially offset by the increase in provision of service on environmental protection and energy conservation by HKD20.26 million (RM8.81 million).
Further, Real Jade recorded a LAT of HKD40.44 million (RM21.10 million) for the FYE 31 December 2025, which represents a decline of HKD62.87 million (RM34.03 million) or approximately 280.30% as compared to the PAT of HKD22.43 million (RM12.93 million) in the preceding financial year. The LAT position was in conjunction with the following:
i. decline in gross profit by HKD60.02 million (RM37.13 million) due to the cement manufacturing plant undergoing an expansion programme, during which certain fixed overheads continued to be absorbed;
7
ii. decline in other income and other gains or losses by HKD18.83 million (RM10.45 million) mainly attributable to a net loss on disposal of a construction in progress amounting to HKD13.83 million (RM7.22 million), and decline in sundry income by HKD2.87 million (RM1.50 million); and
iii. increase in administrative expenses by HKD6.93 million (equivalent to RM1.26 million) due to the provision for legal fees and related expenses in connection to an ongoing litigation.
The LAT position was partially offset by the decline in finance costs by HKD6.02 million (RM4.59 million) due to the repayment of bank borrowings during the year.
2.2 Nature of Debt Owing to MHL
Previously, MHL had granted loans to Real Jade, Mudajaya and Xelmont amounting to an aggregate sum (including interest thereon) of HKD244.97 million (equivalent to RM124.00 million) as at 30 April 2026. In conjunction with the Proposed Disposal, and given that Xelmont and Real Jade are wholly-owned subsidiaries of Mudajaya, the parties (i.e. Mudajaya, Xelmont and Real Jade) had mutually agreed to novate and transfer all rights, liabilities and obligations under the respective loans to Xelmont as part of an internal debt restructuring exercise. Thereafter, the Debt Owing to MHL will be set off against the Disposal Consideration, with the remaining balance of HKD10.97 million together with interest on the principal amounts of the said debt to be satisfied by Xelmont to MHL in cash.
Further details of the respective loans granted by MHL to Real Jade, Mudajaya and Xelmont (prior to the novation to Xelmont) are set out below:
i. Debt owing from Real Jade ("Loan I")
As at 31 December 2020, Real Jade had outstanding third-party financing with an aggregated amount of HKD427.66 million, for the purpose of financing the general working capital requirements of the Real Jade Group in connection with its manufacturing, sales and trading of cement in PRC ("Legacy Debt").
On 4 February 2021, MHL in its capacity as the then holding company of Real Jade, partially settled the Legacy Debt on behalf of Real Jade in the aggregate amount of HKD150.00 million, thereby resulting in a corresponding indebtedness of HKD150.00 million owing by Real Jade to MHL.
At the time of the Acquisition, being the acquisition of Real Jade by Xelmont from MHL, the amount of HKD150.00 million owing by Real Jade to MHL remained outstanding. With the completion of the Acquisition, MHL would cease to be a shareholder of Real Jade and became a third-party creditor in respect of the outstanding indebtedness.
Accordingly, in order to safeguard MHL's interests as a third-party creditor and to provide Real Jade with additional time for repayment following the Acquisition, Real Jade and MHL entered into a loan agreement dated 30 June 2022 to formalise the outstanding indebtedness. Pursuant to the loan agreement, the parties (i.e. Real Jade and MHL) agreed that HKD150.00 million has been advanced to Real Jade by MHL and such loan shall bear interest at a rate of 5% per annum, with repayment to be paid by Real Jade on or before 9 November 2024, being 2 years from the completion of the Acquisition.
Subsequently, on 8 November 2024, the parties (i.e. Real Jade and MHL) mutually agreed to extend the repayment period for a further 2 years, with the interest rate revised to 6% per annum and the repayment date extended to on or before 9 November 2026.
8
As at the 30 April 2026, the outstanding sum of HKD180.24 million (inclusive of HKD14.67 million interest) remains due and payable by Real Jade to MHL.
ii. Debt owing from Xelmont ("Loan II")
On 20 October 2022, Xelmont had entered into a loan agreement to accept an unsecured loan of principal sum of HKD15.98 million (equivalent to RM8.09 million at the interest rate of 5% per annum repayable by 8 November 2024. Subsequently on 16 August 2024, the parties agreed to an extension of the aforesaid loan agreement to 8 November 2026 whereby the outstanding sum (comprising principal sum and interest) of HKD17.44 million (equivalent to RM8.83 million) is subject to an interest rate of 8% per annum with repayment period on or before 8 November 2026.
For information purposes, the loan of HKD15.98 million was utilised to fund the working capital for the Group's cement manufacturing and trading business, the breakdown of which are as follows:-
| Purpose of loan | Amount (HKD'000) |
|---|---|
| Payment of staff related expenses (i.e. employees' salaries and statutory payment of executive staffs) | 4,605 |
| Other operating and administrative expenses (i.e. payment to suppliers, office expenses and taxes) | 11,375 |
| Total | 15,980 |
As at 30 April 2026, the total outstanding sum of HKD19.82 million (inclusive of HKD2.38 million interest) remains due and payable by Xelmont to MHL.
iii. Debt owing from Mudajaya ("Loan III")
On 16 August 2024, Mudajaya had entered into a loan agreement to accept an unsecured loan of RM20.00 million (equivalent to HKD39.51 million) from MHL at an interest rate of 8% per annum with repayment period on or before 15 August 2026. For information purposes, the loan of RM20.00 million was utilised to fund repayment to subcontractor in relation to LRT3 project*.
Note:-
- Mudajaya Corporation Berhad ("MCB"), a wholly-owned subsidiary of Mudajaya had on 9 October 2017, received a Letter of Acceptance from Prasarana Malaysia Berhad ("Prasarana") to undertake the construction and completion of guideway, stations, park and ride, ancillary buildings and other associated works for Package GS01 for the construction and completion of Light Rail Transit ("LRT") Line 3 from Bandar Utama to Johan Setia ("LRT3 GS01 Project"). The contract sum for the LRT3 GS01 Project is RM655.00 million with the balance cost for completion as at 31 July 2024 of RM65.10 million.
The LRT3 GS01 Project obtained its Certificate of Compliance and Completion in December 2025 and as at 4 December 2025, there was an outstanding sum of RM30.30 million being due and payable by MGB to the various subcontractors. The subcontractors are mainly involved in the construction work of stations, building services and external works, utilities relocation, safety, health and environmental management, main line and ancillary works. Accordingly, the loan was utilised to settle repayments in the period from August 2024 to March 2025.
For information purposes, on 22 February 2019, MCB had entered into a novation agreement with Prasarana and MRCB George Kent Sdn Bhd ("MRCB George Kent"), in which all of the rights, interests, benefits, obligations, duties and liabilities of Prasarana under the LRT3 GS01 Project shall be transferred and conveyed absolutely from Prasarana to MRCB George Kent. Further on 26 March 2021, MCB had executed an Articles of Agreement with MRCB George Kent, following the appointment of MRCB George Kent as the turnkey contractor for the LRT3 GS01 Project, as a result of the change in the LRT3 GS01 Project's structure from a project delivery partnership to a turnkey pursuant to a contract between Prasarana and MRCB George Kent. On 1 November 2021, MRCB George Kent informed that its name has been changed to Setia Utama LRT 3 Sdn Bhd.
As at 30 April 2026, the total outstanding sum of RM22.73 million (inclusive of RM2.73 million interest) remains due and payable by Mudajaya to MHL.
2.3 Information on the Settlement
The Settlement entails the settlement of the Debt Owing to MHL amounting to an aggregate of HKD244.97 million as at 30 April 2026 ("Settlement Sum") via a set-off against the Disposal Consideration with the balance Settlement Sum of HKD10.97 million to be paid by Xelmont to MHL in cash on the completion date of the SSA. For the avoidance of doubt, the Settlement Sum of HKD244.97 million is stated as at 30 April 2026, and interest shall continue to accrue up to the completion date of the SSA. Any additional interest accrued shall be settled in cash by Xelmont upon completion.
As set out in Section 2.2 of this announcement, the total amount of HKD244.97 million (equivalent to RM124.00 million), being the Settlement Sum, is due and payable by Xelmont to MHL. A breakdown of the Settlement Sum as at 30 April 2026 is set out below:
| Principal | Interest | Total | ||||
|---|---|---|---|---|---|---|
| HKD'000 | RM'000 | HKD'000 | RM'000 | HKD'000 | RM'000 | |
| HKD denominated Loan I*1 | 165,572 | 83,813 | 14,670 | 7,426 | 180,242 | 91,239 |
| Loan II*2 | 17,441 | 8,829 | 2,382 | 1,206 | 19,823 | 10,034 |
| 183,013 | 92,642 | 17,052 | 8,632 | 200,065 | 101,273 | |
| RM denominated Loan III*3 | 39,510 | 20,000 | 5,395 | 2,731 | 44,905 | 22,731 |
| Settlement Sum | 222,523 | 112,642 | 22,447 | 11,363 | 244,970 | 124,004 |
Notes:-
- Loan of HKD165.57 million (inclusive of interest capitalised of HKD15.57 million between 9 November 2022 to 7 November 2024) at an interest rate of 5% per annum. Subsequently, on 8 November 2024, the parties (i.e. Real Jade and MHL) mutually agreed to extend the repayment period for a further 2 years, with the interest rate revised to 6% per annum.
- Loan of HKD17.44 million (inclusive of interest capitalised of HKD1.46 million between 22 October 2022 to 16 August 2024) at an interest rate of 8% per annum.
- Loan of RM20.00 million (equivalent to HKD39.51 million) at an interest rate of 8% per annum. The Loan III will be repayable to MHL in HKD.
2.4 Information on the Purchaser
MHL was incorporated on 12 October 2020 under the laws of the BVI with limited liability. MHL is principally engaged in investment holding.
As at the LPD, MHL has a total issued share capital of USD1 comprising 1 ordinary share.
As at the LPD, the director of MHL is Cheng Lung Don, who holds 1 ordinary share in MHL indirectly via his shareholding in Mastery Cheers Enterprises and Mastery Holdings, which in turn holds 100.00% equity interest in MHL.
2.5 Basis and justification of arriving at the Disposal Consideration
The Disposal Consideration was arrived at on a willing-buyer willing-seller basis, after taking into consideration the following:
i. the ascribed value of the entire equity interest in Real Jade as appraised by Asia Equity Research Sdn Bhd ("AER"), being the independent business valuer appointed by Mudajaya for the Proposed Disposal, vide their valuation letter dated 24 April 2026 ("Valuation Letter"). The Valuation Letter will be set out in the circular to shareholders of Mudajaya to be issued in due course.
AER had adopted the dual-scenario approach to ascribe the fair value of the 100% equity interest in Real Jade, utilising both an asset-based approach and an income approach.
Based on AER's evaluation, the fair value for the entire equity interest in Real Jade falls within a range of HKD334.42 million to HKD552.12 million. Accordingly, the fair value for the 45% equity interest in Real Jade shall translate to fall within a range of HKD150.49 million to HKD248.45 million.
Scenario I: Primary Method (Net Assets Basis/ Price-to-Book Approach)
Applying the Price-to-Book ("P/B") approach as the primary methodology, AER adopted a valuation multiple capped at 1.0 times the consolidated audited NA of Real Jade (after deduction of non-controlling interests) as at 31 December 2025. This approach translates to a base-case fair value of approximately HKD334.42 million for the entire equity interest in Real Jade. Accordingly, the implied fair value for the 45% equity interest being transacted shall translate to approximately HKD150.49 million.
Scenario 2: Secondary Method (FCFF Approach)
Applying the Free Cash Flow to Firm ("FCFF") approach as a secondary methodology, the management of Mudajaya had provided projected cash flows to capture the expected economic benefits of the upgraded, higher-capacity manufacturing plant. Based on this analysis, the implied equity value for the 100% equity interest in Real Jade is approximately HKD499.29 million to HKD552.12 million. Accordingly, the implied fair value for the 45% equity interest being transacted shall translate to approximately HKD224.68 million to HKD248.45 million.
ii. the rationale and benefits arising from the Proposed Disposal as set out in Section 4 of this announcement.
2.6 Mode of settlement
Pursuant to the terms of SSA, the Disposal Consideration will be satisfied in the following manner:-
| Payment terms | Timing | HKD'000 | RM'000 | % |
|---|---|---|---|---|
| Settlement of the Disposal Consideration by way of set-off against the Settlement Sum | 10 business days after the SSA turns unconditional | 234,000 | 118,451 | 100.00 |
2.7 Liabilities to remain with Mudajaya
Save for the obligations and liabilities pursuant to the SSA as set out in Appendix I of this announcement as well as the liabilities in the financial statements of Real Jade which will be consolidated into the financial results of the Group, there are no other liabilities in respect of Real Jade, including contingent liabilities and/ or guarantees, which will remain with Mudajaya after the completion of the Proposed Disposal.
2.8 Expected gain arising from the Proposed Disposal
The Proposed Disposal is expected to result in a pro forma gain to Mudajaya, details of which are set out below:-
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| HKD'000 | |
|---|---|
| Disposal Consideration | 234,000 |
| (Less): 45% of audited NA of Real Jade as at 31 December 2025 | (150,489) |
| Pro forma gross gain on disposal from the Proposed Disposal | 83,511 |
| Less: Estimated expenses for the Proposed Disposal | (1,400) |
| Pro forma gain from the Proposed Disposal | 82,111 |
The above pro forma computation is derived based on management's estimates, and that the actual amount of the gain on disposal will depend on the fair value of Real Jade upon completion of the Proposed Disposal and subject to review with the external auditors of the Company.
2.9 Original date and cost of investment in Real Jade
Mudajaya's original date and cost of investment in Real Jade to date is as follows:-
| Date of investment | No. of shares | Cost of investment HKD'000 | Cost of investment RM'000* |
|---|---|---|---|
| 9 November 2022 | 1 | 400,000 | 224,320 |
Note:-
- The HKD amount has been translated into RM amount based on the middle rate quoted by BNM as at 5.00 p.m. on 29 June 2022, being the announcement LPD of the Acquisition.
3. UTILISATION OF PROCEEDS
The Disposal Consideration of HKD234.00 million will be used to offset the Settlement Sum which as at 30 April 2026 amounts to HKD244.97 million (equivalent to RM124.00 million).
4. RATIONALE FOR THE PROPOSED DISPOSAL
As highlighted in Section 2 of this announcement, Real Jade Group is principally involved in the manufacturing, sales and trading of cement in PRC. It is also involved in the provision of energy conservation and reuse solutions through the installation of energy efficient and environmentally friendly air-conditioning systems and heating systems for commercial, residential and industrial buildings. Pursuant to the Acquisition, Real Jade has contributed to the Group's trading and manufacturing business, by extending the Group's revenue stream and business operations into the PRC.
Notwithstanding the above, Real Jade's revenue has been declining over the past 3 financial years up to the FYE 31 December 2025 and it recorded LAT of HKD40.44 million for the FYE 31 December 2025 due to soft demand in the cement and clinker market as well as lower production output arising from the temporary disruption associated with the expansion programme undertaken at its cement manufacturing plant. During that period, the production capacity was affected, resulting in lower production and sales volumes, as reflected in the decline in annual output from approximately 398,000 tonnes in FYE 31 December 2024 to 196,000 tonnes in FYE 31 December 2025. Consequently, Real Jade recorded lower revenue and gross profit margins as certain fixed overheads continued to be absorbed notwithstanding the reduced production levels. This was further impacted by a net loss on disposal and write-off of property, plant and equipment amounting to HKD14.07 million.
Based on the Valuation Letter, although the industry data sourced from the National Bureau of Statistics of China indicates that the PRC remains the largest global producer of cement, the national output has exhibited a moderating trend in recent years, largely correlating with a broader deceleration in infrastructure and property development investments. Industry commentary indicates that the sector continues to navigate structural overcapacity and suboptimal asset utilisation rate. In response, government-mandated supply-side reforms and increasingly stringent environmental policies are actively encouraging industry consolidation and the systematic retirement of inefficient production capacity. Regional market data further suggests that Shandong Province operates as a highly competitive, yet oversupplied market, wherein pricing power and profitability remain highly sensitive to prevailing plant utilisation levels and localised demand dynamics.
Taking into consideration the evolving market conditions in the cement and clinker industry in the PRC, the Board is of the opinion that the Proposed Disposal presents an opportunity for the Group to realise part of its investment in Real Jade while retaining a controlling stake in Real Jade, thereby allowing the Group to continue participating in any improvement in Real Jade's performance should market conditions stabilise over time. The Proposed Disposal will also enable the Group to optimise its investment exposure in the PRC cement market and allow the Group to reallocate management focus toward strengthening its existing core businesses.
The Proposed Disposal also forms part of the Group's overall strategy to rationalise its financial position and optimise its capital structure. Previously, MHL had granted loans to Real Jade, Xelmont and Mudajaya amounting to an aggregate sum of HKD244.97 million as at 30 April 2026 to support its operational and funding requirements. The settlement arrangement of the Proposed Disposal will enable the Group to partially settle the outstanding amount owing to MHL of HKD244.97 million through non-cash consideration, with the remaining balance of HKD10.97 million to be satisfied in cash. This would therefore minimise cash outflow and preserve the Group's cash reserves for its existing ongoing projects and working capital requirements.
The amount owing to MHL currently bears interest at a relatively high rate of between 6% to 8% per annum, which is higher than the Group's weighted average interest rate of 6.11% per annum for the audited FYE 31 December 2025. As such, the Proposed Disposal allows the Group to reduce its exposure to high financing costs in a timely manner. The Disposal Consideration is expected to be utilised to set-off approximately HKD234.00 million of the outstanding amount owing to MHL, with the remaining balance to be settled via internally generated funds. This is expected to result in interest savings of approximately HKD13.56 million per annum and improve the Group's overall financial position moving forward.
Premised on the above, the Proposed Disposal provides the Group with an opportunity to realise part of its investment in Real Jade, strengthen the Group's financial position through the reduction of outstanding indebtedness and financing costs, while retaining a controlling stake in Real Jade and the ability to participate in any potential future growth and operational improvements of Real Jade. Barring any unforeseen circumstances, the Board believes that the Proposed Disposal represents a prudent exercise to optimise the Group's overall financial and operational position moving forward.
- RISK FACTORS
5.1 Non completion risk
The completion of the Proposed Disposal is conditional upon the conditions precedent of the SSA being fulfilled or waived, details of which are set out in Appendix I of this announcement. In the event that the condition precedents are not met/ waived, the SSA will be terminated and the Proposed Disposal will not be completed. The Proposed Disposal may also be delayed in the event that any of the dates for the fulfilment of the respective conditions precedent under the SSA is extended by mutual agreement of Xelmont and the Purchaser.
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Nevertheless, the Company will take reasonable steps to ensure that the conditions precedents are met in a timely manner and that every effort is made to obtain all necessary approval(s) for the Proposed Disposal within the stipulated timeframe.
5.2 Contractual risk
Xelmont is subject to certain contractual risks including, but not limited to, the representations, warranties, covenants and indemnities which are given or to be given pursuant to the SSA. Nevertheless, Xelmont shall endeavour to ensure full compliance in relation to the fulfilment of its obligations under the SSA.
5.3 Loss of contribution from Real Jade
Upon completion of the Proposed Disposal, Real Jade will cease to be Xelmont's wholly-owned subsidiary and will instead become and a 55%-owned subsidiary of Xelmont, and thus an indirect 55%-owned subsidiary of Mudajaya. As the Group is expected to retain control over Real Jade and will continue to consolidate its financial results, 45% of the profits attributable to Real Jade (if any) will be allocated to non-controlling interests. As a result, the net profit attributable to owners of the Company may be reduced.
Notwithstanding the above, the Proposed Disposal will enable the Group to reduce the amount owing to MHL, which currently bears a relatively high interest rate, thereby potentially improving the Group's financial position and reducing its finance costs.
6. EFFECTS OF THE PROPOSED DISPOSAL
The Proposed Disposal will not have any effect on the issued share capital and substantial shareholders' shareholdings of Mudajaya as the Proposed Disposal does not involve any issuance of ordinary shares in Mudajaya.
6.1 NA per Share and gearing level
Based on the latest audited consolidated statements of financial position of the Group as at 31 December 2025, the estimated effects of the Proposed Disposal on the NA and gearing level of the Group are set out as follows:
| Audited FYE 31 December 2025 RM'000 | After the Proposed Disposal RM'000 | |
|---|---|---|
| Share capital | 788,940 | 788,940 |
| Warrant reserve | 24,094 | 24,094 |
| Foreign currency translation reserve | (37,320) | (37,320) |
| Accumulated losses | (213,094) | (171,529)*1 |
| Shareholders' equity/ NA | 562,620 | 604,185 |
| Non-controlling interests | 244,659 | 244,659 |
| Total equity | 807,279 | 848,844 |
| Number of shares in issue ('000) | 531,475 | 531,475 |
| NA per Share (RM) | 1.06 | 1.14 |
| Total borrowings | 616,492 | 498,041*2 |
| Gearing level (times) | 1.09 | 0.82 |
Notes:-
*1 After adjusting for the estimated gain of RM41.57 million upon completion of the Proposed Disposal.
*2 The Group's total borrowings will be reduced by HKD234.00 million (equivalent to RM118.45 million) following the settlement of the amount owing to MHL upon completion of the Proposed Disposal.
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6.2 Earnings and EPS
Purely for illustration purpose, assuming that the Proposed Disposal had been completed as at 1 January 2025, being the beginning of the latest audited FYE 31 December 2025, the pro forma effects of the Proposed Disposal on the earnings and EPS of the Group are as follows:-
| Audited FYE 31 December 2025 RM'000 | After the Proposed Disposal RM'000 | |
|---|---|---|
| PAT attributable to owners of the Company | 11,744 | 11,744 |
| Add: 45% of Real Jade's LAT for the FYE 31 December 2025 | - | 9,494*1 |
| Add: Estimated pro forma gain from the Proposed Disposal | - | 41,565*2 |
| Estimated PAT attributable to owners of the Company | 11,744 | 62,803 |
| Number of shares in issue ('000) | 531,475 | 531,475 |
| Basic EPS (RM) | 0.02 | 0.12 |
Notes:-
*1 After excluding 45% of the LAT contribution of Real Jade from the PAT of Mudajaya for the FYE 31 December 2025, given that Real Jade will become an indirect 55%-owned subsidiary of Mudajaya upon completion of the Proposed Disposal.
*2 After accounting for the estimated pro forma gain of approximately HKD82.11 million (equivalent to RM41.57 million) arising from the Proposed Disposal as referred to in Section 2.8 of this announcement.
For avoidance of doubt, the estimated gain of approximately HKD82.11 million (equivalent to RM41.57 million) is a one-off event pursuant to the Proposed Disposal. The actual earnings and EPS of Mudajaya Group subsequent to the completion of the Proposed Disposal will depend on the future financial performance of the Group.
6.3 Convertible securities
As at the LPD, the Company has 106,295,270 outstanding warrants 2024/2027 in the Company. Save for the aforementioned convertible securities, the Company has no other convertible securities
7. APPROVALS REQUIRED
The Proposed Disposal is subject to the following approvals being obtained:-
i. the non-interested shareholders of the Company at an extraordinary general meeting ("EGM") to be convened; and
ii. any other relevant authority and/or party, if required.
The Proposed Disposal is not conditional upon any corporate proposals undertaken or to be undertaken by the Company.
Pursuant to Paragraph 10.02(g) of the Listing Requirements, the highest percentage ratio applicable to the Proposed Disposal is approximately 45.61% computed based on the total assets of Real Jade and Mudajaya as at 31 December 2025.
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- INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/ OR PERSONS CONNECTED WITH THEM
Save as disclosed below, none of the Directors, major shareholders of Mudajaya and/ or persons connected with them have any interest, whether direct or indirect, in the Proposed Disposal.
i. MHL, being a major shareholder of Mudajaya (11.76% direct shareholdings as at the LPD) and the Purchaser. In addition, MHL is also deemed interested in the Proposed Disposal in view that the Disposal Consideration will be utilised towards the partial settlement of the amount owing to MHL.
Accordingly, MHL will abstain from voting in respect of its direct and/ or indirect shareholding in the Company on the resolution pertaining to the Proposed Disposal at the EGM to be convened. Further, MHL has also undertaken to ensure that person(s) connected to them, if any, will abstain from voting in respect of their direct and/ or indirect shareholdings, if any, in the Company on the resolution pertaining to the Proposed Disposal to be tabled at the EGM.
- DIRECTORS' STATEMENT
The Board, having considered all aspects of the Proposed Disposal, including but not limited to the rationale and effects of the Proposed Disposal, salient terms of the SSA as well as the basis and justification of arriving at the Disposal Consideration, is of the opinion that the Proposed Disposal is in the best interest of the Company and the Proposed Disposal is:-
i. fair, reasonable and on normal commercial terms; and
ii. not detrimental to the interest of the non-interested shareholders of the Company.
- AUDIT, RISK MANAGEMENT AND SUSTAINABILITY COMMITTEE'S ("ARMSC") STATEMENT
The ARMSC of Mudajaya, after taking into consideration the advice and preliminary opinion of the Independent Adviser, is of the opinion that the Proposed Disposal is:-
i. in the best interest of the Company;
ii. fair, reasonable and on normal commercial terms; and
iii. not detrimental to the interest of the non-interested shareholders of the Company.
In forming its views, the ARMSC of Mudajaya has taken into consideration, amongst others, the following:-
i. the rationale and benefits for the Proposed Disposal;
ii. the terms and conditions of the SSA;
iii. the basis and justification in arriving at the Disposal Consideration;
iv. mode and settlement of the Disposal Consideration;
v. the pro forma effects of the Proposed Disposal; and
vi. the preliminary evaluation of the Independent Adviser on the Proposed Disposal.
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- TRANSACTIONS WITH RELATED PARTIES FOR THE PRECEDING 12 MONTHS
Save for the Proposed Disposal, there have been no transactions entered into by Mudajaya with MHL in the 12 months preceding the date of this announcement.
- ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposed Disposal is expected to be completed by the third quarter of 2026.
- ADVISERS
UOBKH has been appointed as the Principal Adviser for the Proposed Disposal.
In view that the Proposed Disposal is deemed a RPT pursuant to Paragraph 10.08 of the Listing Requirements, SCS Global has been appointed as the Independent Adviser to advise the non-interested directors and non-interested shareholders of the Company in relation to the Proposed Disposal entailing the following:-
i. Comment as to:-
i. whether the Proposed Disposal is fair and reasonable in so far as the non-interested Directors and non-interested shareholders of Mudajaya are concerned; and
ii. whether the Proposed Disposal is to the detriment of the non-interested Directors and non-interested shareholders of Mudajaya;
ii. Advise the non-interested shareholders of Mudajaya whether they should vote in favour of the Proposed Disposal; and
iii. Take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in subsections (i) and (ii) above.
- DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the SSA and Valuation Letter will be made available for inspection at the registered office of Mudajaya at PH1, Menara Mudajaya, No. 12A, Jalan PJU 7/3, Mutiara Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.
This announcement is dated 28 May 2026.
APPENDIX I – SALIENT TERMS OF THE SSA
The "Parties" to the SSA are Xelmont as Vendor and MHL as Purchaser.
The salient terms and conditions of the SSA are as set out below:
- Sale and purchase of the Sale Shares
In consideration of the Sale Consideration which shall be satisfied in accordance with the terms and conditions of the SSA, the Vendor as legal and beneficial owner of the Sale Shares shall sell and the Purchaser relying on the warranties and representations by the Vendor contained in the SSA shall purchase the Sale Shares free from any and all encumbrances and with all rights, benefits and advantages attaching thereto, including all bonuses, rights, dividends and distributions declared made and paid as from the date of the SSA, upon the terms and subject to the conditions of the SSA. Where the Parties are unable to agree on the Completion Date, the Completion Date shall fall on the 10th business day after the Unconditional Date.
- Payment of Sale Consideration
The Sale Consideration shall be fully paid and satisfied on the business day falling within 10 business days after the Unconditional Date (as hereinafter defined) or such other date as the Parties may agree in writing ("Completion Date") in the manner set out in clause 4.3.2 of this Appendix I below.
- Conditions precedent
3.1 The SSA and completion of the SSA is conditional on ("Conditions Precedent"):
3.1.1 Mudajaya to obtain the approval of the non-interested shareholders of Mudajaya at a general meeting to be convened for the entry into the SSA and the disposal of the Sale Shares to the Purchaser upon the terms and conditions of the SSA in accordance with the requirements of the Listing Requirements; and
3.1.2 such other waivers, consents or approvals as may be required or deemed necessary by the Vendor and/or Real Jade Group from any third party (including financial institution) or relevant governmental or regulatory body necessary or appropriate to carry out the sale and purchase of the Sale Shares pursuant to the terms of the SSA having been obtained on terms and conditions acceptable to the Vendor.
The date the Conditions Precedent are fully fulfilled or otherwise waived by the Vendor shall be the "Unconditional Date".
3.2 Notwithstanding anything to the contrary, the Vendor and the Purchaser shall work towards facilitating the satisfaction of the Conditions Precedent within 3 months from the date of the SSA, such term having an automatic extension for a further 2 months if the Conditions Precedent have not been fulfilled ("Cut-Off Date"). Thereafter, all Parties may (before or on expiry of the Cut-Off Date) have an extension(s) of time as may be agreed between the Parties to comply with the Conditions Precedent. If the Conditions Precedent has not been fulfilled on the expiry of the Cut-Off Date or such extension of time agreed between the Parties, then the Purchaser shall be entitled to rescind the SSA by serving a written notice to the Vendor whereupon the Purchaser shall return of all documents delivered by the Vendor to the Purchaser pursuant to the SSA (if any) within 10 business days from the date of the termination after which the SSA shall lapse and cease to have any further force or effect except in respect of:
(a) any obligation under the SSA which is expressed to apply after the termination of the SSA; and
APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)
(b) any rights or obligations which have accrued in respect of any breach of any of the provisions of the SSA to either Party prior to such termination.
4. Completion on the Completion Date
4.1 Completion shall take place on the Completion Date at the office of Real Jade or such other place as the Parties mutually agree.
4.2 Completion shall be subject to the following:
4.2.1 all the Sale Shares collectively being sold to and purchased by the Purchaser;
4.2.2 that each Party performs all its respective obligations under the SSA and that no breach of the SSA has occurred which has not been remedied or waived by the aforesaid non-defaulting Party; and
4.2.4 the absence of pending or threatened injunctions, legal proceedings, claims, investigations or other matters prohibiting or adversely affecting the sale and purchase of the Sale Shares in accordance with the terms and conditions contained in the SSA.
4.3 On the Completion Date:
4.3.1 the Vendor shall, deliver or cause to be delivered to the Purchaser the following for processing of the transfer:
(a) produce evidence of the fulfilment of the Conditions Precedent stated in clause 3.1.1 and if any, clause 3.1.2 of Appendix I above;
(b) the original share certificate(s) in respect of the Sale Shares;
(c) the transfer form in respect of the Sale Shares ("Transfer Form") duly executed by the Vendor as transferor in favour of the Purchaser as transferee and dated the Completion Date;
(d) a copy of the resolution of the Board duly executed by the directors of Real Jade dated the Completion Date approving:
(1) the registration of transfer of the Sale Shares in favour of the Purchaser (or any person as the Purchaser may direct in writing) and the issue and delivery by Real Jade to the Purchaser (or its nominees) of new share certificate(s) representing the Sale Shares;
(2) the appointment of Mr. Cheng Lung Don as a director of Real Jade with effect from the Completion Date,
(e) a certified true copy of the resolution of the board duly executed by the directors of the Vendor dated the date of the SSA approving the transfer of the Sale Shares, the execution of the SSA (and all relevant documents as contemplated under the SSA to which the Vendor is a party) and the Transfer Form and such other ancillary documents by the Vendor as transferor of the Sale Shares;
(f) a certified true copy of the resolution of the sole shareholder of the Vendor dated the date of the SSA approving the sale and transfer of the Sale Shares and authorises the board of directors of the Vendor to execute all documents and do all actions in connection thereof; and
APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)
(g) the updated register of members of Real Jade showing the ownership of the Sale Shares in the name of the Purchaser.
4.3.2 In exchange of and against the delivery by the Vendor of the documents referred to in clause 4.3.1 of Appendix I above to the Purchaser, the Purchaser shall pay the Vendor the Sale Consideration in cash.
Notwithstanding the above, the Parties hereby agree to set off any sum outstanding on the debt owing to the Purchaser by the Vendor as at the Completion Date against the Sale Consideration and if there is any remaining Sale Consideration thereafter, the remaining Sale Consideration shall be paid by the Purchaser to the Vendor in cash. If for whatever reason the debt amount exceeds the Sale Consideration ("Excess Debt"), then the Excess Debt shall be paid by the Vendor to the Purchaser on the Completion Date in such manner as the Parties shall mutually agree upon in writing from time to time.
For the purposes of this clause, Parties hereby agree that the any set off or payment of RM denominated debt made in HKD shall be calculated based on the middle rate quoted by Bank Negara Malaysia as at 5.00 pm on the market day immediately preceding the Completion Date or such other exchange rate to be mutually agreed between the Parties.
5. Breach/ Termination
5.1 If the Purchaser shall fail to complete the sale and purchase of the Sale Shares in accordance with the SSA on the Completion Date in the manner stipulated in clause 4 of Appendix I above and/or Purchaser breaches any of the terms of the SSA or any Purchaser's warranties and if capable of remedy does not remedy the same to the satisfaction of the Vendor within 10 business days from the date of receipt of written notice by the Vendor in respect of such breach, or if such breach is not waived by the Vendor at its absolute discretion, then the Vendor shall be entitled to either:
5.1.1 claim for specific performance of the SSA (including but not limited to claim for amounts due to it); or
5.1.2 if before the Completion Date (whereby the Sale Shares have not yet been transferred to and registered in the name of the Purchaser), terminate the SSA and upon such termination the Purchaser shall:
(i) within 10 business days of the Vendor's submission of invoices, receipts and other documents for all reasonable amounts incurred in connection with the SSA, pay the Vendor the aforesaid amounts so incurred; and
(ii) return all documents, instruments and records (including but not limited to the Transfer Form) of the Real Jade Group and their related corporations (if any) that the Vendor had released to it pursuant to the SSA within 10 business days upon receipt of a copy of the said termination notice from the Vendor;
after which this SSA shall lapse and cease to have effect, the Parties shall have no other claims whatsoever against each other save and except for any antecedent breaches and the Vendor shall be entitled to sell or dispose of the Sale Shares freely to any other party or parties.
APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)
5.2 If the Vendor shall fail to complete the sale and purchase of its Sale Shares in accordance with the SSA on the Completion Date in the manner stipulated in clause 4 of Appendix I above and/or the Vendor breaches any of the terms of the SSA or any Vendor's warranties resulting in a material adverse change and if capable of remedy does not remedy the same to the satisfaction of the Purchaser within 10 business days from the date of receipt of written notice by the Purchaser in respect of such breach, or if such breach is not waived by the Purchaser at its absolute discretion, then the Purchaser shall be entitled to either:
5.2.1 claim for specific performance of the SSA including but not limited to claim for amounts due to it); or
5.2.2 if before the Completion Date (whereby the Sale Shares have not yet been transferred to and registered in the name of the Purchaser), terminate the SSA and upon such termination:
(a) the Vendor shall within 10 business days of the Purchaser's submission of invoices, receipts and other documents for all reasonable amounts incurred in connection with the SSA, pay the Purchaser the aforesaid amounts so incurred; and
(b) the Purchaser shall return all documents, instruments and records (including but not limited to the Transfer Forms) of the Real Jade Group and their related corporations (if any) that the Vendor had released to it pursuant to the SSA within 10 business days from the date of its termination notice;
after which the SSA shall lapse and cease to have effect, the Parties shall have no other claims whatsoever against each other save and except for any antecedent breaches and the Vendor shall be entitled to sell or dispose of the Sale Shares freely to any other party or parties.
5.3 If for whatever reason Completion cannot occur (whereby the Sale Shares have not yet been transferred to and registered in the name of the Purchaser) due to any prohibition by any regulatory authority not caused by any Party and/or pursuant to any law and/or court order, then any Vendor or Purchaser shall be entitled to terminate the SSA by giving written notice to the other Parties of the same, whereupon:
5.3.1 the Purchaser shall return all documents, instruments and records (including but not limited to the Transfer Forms) of Real Jade and its related corporations (if any) and of the Vendor which were released to the Purchaser pursuant to the SSA within 10 business days upon receipt of a copy of the said termination notice from any Party; and
5.3.2 the Parties shall undertake such necessary actions to reverse the transactions undertaken pursuant to the SSA,
after which the SSA shall lapse and cease to have any effect and the Parties shall have no claims whatsoever against each other save and except for any antecedent breaches and the Vendor shall be entitled to sell or dispose of the Sale Shares freely to any other party or parties.
APPENDIX I – SALIENT TERMS OF THE SSA (CONT'D)
5.4 The SSA may be terminated by mutual agreement in writing between all Parties prior to the Completion Date (whereby the Sale Shares have not yet been transferred to and registered in the name of the Purchaser) whereupon:
5.4.1 the Purchaser shall return to the Vendor all such documents and instruments as may have been provided to the Purchaser within 10 business days from the termination date; and
5.4.2 the SSA shall lapse and cease to have any further force or effect except in respect of:
(a) any rights or obligations under the SSA which are expressed to apply after the termination of the SSA; and
(b) any rights or obligations which have accrued to any Party prior to such termination.